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Redeemable convertible unsecured loan stocks ("RCULS") in Malayan Flour Mills Berhad ("MFLOUR") issued pursuant to the renounceable rights issue of RM165,084,641 in nominal value of 5-year 5% RCULS at 100% of its nominal value of RM1.00 on the basis of 3 RCULS for every 10 existing ordinary shares of MFLOUR ("MFLOUR Shares") held by the entitled shareholders as at 5.00 p.m. on 27 December 2018 together with 82,542,291 new MFLOUR Shares ("Bonus Shares A") on the basis of 1 Bonus Share A for every 2 RCULS subscribed and 82,542,291 free detachable warrants ("Free Warrants A") on the basis of 1 Free Warrant A for every 2 RCULS subscribed ("Rights Issue of RCULS")
5.0% per annum
Semi-annually
MFLOUR may redeem the outstanding RCULS (if not earlier converted) in full on the Maturity Date in cash at 100% nominal amount of the RCULS plus all accrued coupon of such RCULS up to the Maturity Date subject to an irrevocable prior written notice is being served to the Trustee and Symphony Share Registrars Sdn Bhd ("Paying Agent") not less than 30 days or such other period as mutually agreed between MFLOUR, the Trustee and the Paying Agent prior to the Maturity Date. For the avoidance of doubt, RCULS holders shall not have the right to require MFLOUR to redeem the RCULS on the Maturity Date. The RCULS which have been redeemed shall be cancelled and cannot be resold.
Based on the Conversion Price of RM0.50, the RCULS are convertible into new MFLOUR Shares. The conversion of the RCULS will not require any cash payment by the RCULS holders and is satisfied by surrendering the equivalent nominal value of RCULS for cancellation by MFLOUR with the conversion ratio of every RM1.00 in nominal value of the RCULS surrendered for 2 new MFLOUR Shares. All such RCULS converted will be cancelled and cannot be re-issued. The Conversion Price is subject to adjustments in accordance with the provisions of the trust deed dated 3 December 2018 constituting the RCULS. The RCULS holders shall have the right to convert all or any part of the RCULS held by them into fully paid new MFLOUR Shares at any time during the Conversion Period commencing on the market day after the Issue Date up to 5.00 p.m. on the date immediately preceding the Maturity Date. All outstanding RCULS which have not been earlier converted or redeemed on the Maturity Date, shall be mandatorily converted into fully paid new MFLOUR Shares at the Conversion Price on the Maturity Date ("Mandatory Conversion"). Any fractional new MFLOUR Shares arising from the conversion of the RCULS or arising from the Mandatory Conversion shall be disregarded and waived by the RCULS holders and be dealt with by the Board of Directors of MFLOUR ("Board") in such manner and on such terms and conditions as the Board shall in its sole and absolute discretion deem fit or expedient and in the best interest of MFLOUR. This announcement is dated 25 January 2019.