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New class B redeemable convertible preference shares of RM0.10 each in Federal Furniture Holdings (M) Berhad ("FFHB" or the "Company") ("RCPS B")
FFHB shall have the sole and absolute discretion to decide whether to annually declare any non-cumulative preferential dividend at the rate to be determined by FFHB provided always: (a) that such dividend shall not be more than 8% per annum calculated based on the issue price of the RCPS B; and (b) if FFHB shall declare any dividend on the ordinary shares in FFHB ("FFHB Shares"), no dividend whether in cash, in property or in shares or securities of FFHB, may be paid on any FFHB Shares until after FFHB has fully paid to the holders of the existing 270,000,000 redeemable convertible preference shares at an issue price of RM0.10 each ("RCPS A") followed by the holders of the RCPS B the dividend payable in respect of the RCPS A and the RCPS B.
FFHB may at any time from the 3rd anniversary of the Issue Date and up to the Maturity Date (both dates inclusive) give not less than 30 days' prior notice in writing ("Redemption Notice") to the holders of its intention to redeem all or any part of the RCPS B which have been issued on a date which shall be specified in the Redemption Notice ("Redemption Date"). On the Redemption Date, FFHB shall be entitled and bound to redeem the RCPS B specified in the Redemption Notice at RM0.10 for each RCPS B and to pay the dividend which shall have accrued on them down to the Redemption Date.
(Unless otherwise stated, all definitions and terms used in this announcement shall have the same meaning as defined in the Company's circular dated 28 March 2018). The RCPS B shall be convertible, at the option of the holders, at any time from the Issue Date and up to the Maturity Date (both dates inclusive) without the payment of additional consideration by the holders thereof, into new FFHB Shares (rounded down to the nearest whole number of new FFHB Shares) as is determined by dividing the Issue Price by the Conversion Price in effect at the time of conversion. Any fraction of a new FFHB Share resulting from the exercise of the Conversion Right shall be disregarded and FFHB shall not be required to make cash payment of the value of such fractions to the holders or cause the securities account of the holders to be credited for such fractions. Any RCPS B not converted or redeemed prior to the Maturity Date shall be mandatorily converted into new FFHB Shares on the Maturity Date. This announcement is dated 26 April 2018.