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NEW IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES IN PERMAJU INDUSTRIES BERHAD ("PERMAJU") ("ICPS") ISSUED PURSUANT TO THE FOLLOWING:- (I) RENOUNCEABLE RIGHTS ISSUE OF UP TO 936,309,855 NEW ICPS AT AN ISSUE PRICE OF RM0.05 PER ICPS TOGETHER WITH UP TO 93,630,985 FREE DETACHABLE WARRANTS IN PERMAJU ("WARRANTS") ON THE BASIS OF 10 ICPS TOGETHER WITH 1 FREE WARRANT FOR EVERY 2 EXISTING ORDINARY SHARES IN PERMAJU HELD BY THE ENTITLED SHAREHOLDERS OF PERMAJU AT 5.00 P.M. ON 14 JULY 2020 ("ENTITLED SHAREHOLDERS"); AND (II) SETTLEMENT OF DEBT OWING BY PERMAJU TO TAN SRI DATUK CHAI KIN KONG AND DATO' CHUA TIONG MOON IN THE AGGREGATE SUM OF RM22,248,918 TO BE FULLY SATISFIED VIA THE ISSUANCE OF 444,978,360 NEW ICPS AT AN ISSUE PRICE OF RM0.05 PER ICPS TO DATO' CHUA TIONG MOON AND CHAI WOON YUN.
The ICPS may be converted into new fully-paid ordinary shares in Permaju ("Permaju Shares" or "Shares") at the conversion price of RM0.25 ("Conversion Price") in the following manner:- (i) by surrendering for cancellation the ICPS with an aggregate issue price of the ICPS equivalent to the Conversion Price, subject to a minimum of 1 ICPS and a maximum of 5 ICPS for every 1 new Share; and (ii) by paying the difference between the aggregate issue price of ICPS surrendered and the Conversion Price, if any, in cash, for every 1 new Share. Premised on the terms of the ICPS, subject to adjustments, the ICPS can be converted into new Shares on any market day commencing on and including the issue date of the ICPS up to and including the maturity date of the ICPS. Any remaining ICPS that are not converted by the maturity date shall be mandatorily converted into new Shares at the conversion ratio of 5 ICPS for every 1 new Permaju Share. If the conversion results in a fractional entitlement to Permaju Shares, such fractional entitlement shall be disregarded and no refund or credit, whether in the form of the ICPS, cash or otherwise, shall be given in respect of the disregarded fractional entitlement. If the maturity date of the ICPS falls on a non-market day, then it will fall on the preceding market day. This announcement is dated 19 August 2020.