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Second tranche of Islamic convertible redeemable preference shares in Hibiscus Petroleum Berhad ("Hibiscus Petroleum" or "Company") ("CRPS-T2") issued pursuant to the private placement of CRPS.
Subject to the availability of distributable profits and compliance with the Companies Act 2016 (Act), the Company may at its absolute discretion declare a targeted preferential dividend rate of 4.0% per annum based on the Issue Price of CRPS-T2 to be redeemed. The preferential dividend shall not be applicable to all CRPS-T2 that have been redeemed or converted before the Maturity Date (18 November 2022). The actual preferential dividends, if declared, may be lower than the targeted preferential dividend rate depending on the availability of distributable profits. Please refer to the Circular to shareholders dated 12 October 2020 for further details on the targeted preferential dividend rate.
The preferential dividends, if declared, shall be payable on the Maturity Date (18 November 2022).
Redemption Option: Subject to compliance with the Act, the Company has the option to redeem in whole or part thereof the outstanding CRPS-T2 on 17 May 2022 (being the end of the 18th month from 18 November 2020, i.e. the issue date of the first tranche of the CRPS) in one lump sum, at the redemption price by giving notice of not less than 30 days to the CRPS-T2 holders. Redemption Upon Maturity: All the outstanding CRPS-T2 shall be subject to redemption by the Company in one lump sum, at the redemption price on the Maturity Date (18 November 2022), subject to compliance with the Act. The Redemption Upon Maturity will be triggered where there is no Mandatory Conversion as elaborated in the Remarks section below or where there are any outstanding CRPS-T2 not converted into new ordinary shares in Hibiscus Petroleum (Hibiscus Shares). Please refer to the Circular to shareholders dated 12 October 2020 for further details on redemption (including the formula for redemption price)
(Unless otherwise stated, the definitions used herein shall have the same meanings as defined in the Circular to shareholders dated 12 October 2020 in relation to the proposed private placement of CRPS). The tenure of the CRPS-T2 shall be for 730 days commencing on 19 November 2020 and with Maturity Date on 18 November 2022. Conversion Rights (Optional Conversion): The CRPS-T2 shall be convertible into new Hibiscus Shares at the Conversion Price without payment of additional consideration by the CRPS-T2 holder, at the option of the CRPS-T2 holder, at any time during the Conversion Period (commencing from 19 November 2020 to 6 market days prior to Maturity Date (18 November 2022) both dates inclusive). For the avoidance of doubt, any conversion notice submitted by CRPS-T2 holders to the Company during the period(s) when CRPS-T2 is suspended for trading on Bursa Securities or otherwise for purposes of any Mandatory Conversion (as described below) will only be processed after completion of the said Mandatory Conversion. Mandatory Conversion: Upon completion of an Acquisition at any time up to 30 days before the Maturity Date (18 November 2022), CRPS-T2 will be mandatorily converted into new Hibiscus Shares at the Conversion Price on a pro-rata basis based on the formula as set out in the Circular to shareholders dated 12 October 2020 (as re-produced and modified for reference to CRPS-T2 below): M = A / B x O M = Number of CRPS-T2 held by each CRPS-T2 holder that are subject to mandatory conversion (rounded downwards to the nearest whole number) A = Amount utilised for Acquisition Cost in relation to the subject Acquisition which has been completed B = Net Proceeds less amount utilised for Acquisition Cost in relation to all previously completed Acquisition(s) O = Number of outstanding non-converted CRPS-T2 held by each CRPS-T2 holder In the event there are completed Acquisition(s), Mandatory Conversion will apply to all the outstanding non-converted CRPS (including CRPS-T2) in issue on a pro-rata basis, regardless of tranches. If any conversion of CRPS-T2 results in a fractional entitlement to Hibiscus Shares, such fractional entitlement shall be disregarded and no refund or credit, whether in the form of CRPS-T2, cash or otherwise, shall be given in respect of the disregarded fractional entitlement. The Conversion Price of RM0.48 for CRPS-T2 shall be subject to adjustments from time to time, at the determination of the Board, in the event of any alteration to the Company's share capital, whether by way of rights issue, capitalisation issue, consolidation of shares, subdivision of shares or reduction of capital, in accordance with the provisions of the Constitution of the Company. The Company shall give notice in writing to the CRPS-T2 holders of its intention to make such adjustments to the Conversion Price. This announcement is dated 20 November 2020.