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New class C Islamic redeemable convertible preference shares in S P Setia Berhad ("S P Setia" or the "Company") ("RCPS-i C")
The RCPS-i C shall carry the right to receive preferential dividends out of the distributable profits of the Company earned from the 1st day of the calendar month following the date the RCPS-i C is first issued ("Issue Date") ("Profits"), when declared and approved by the Board of Directors of S P Setia ("Board"), at the expected preferential dividend rate of 5.43% per annum. From the period commencing on and including the 5th anniversary of the Issue Date until the Redemption Date (as defined below), an additional stepped-up preferential dividend rate of 1.0% per annum above the expected rate mentioned above, shall be payable on the RCPS-i C on an annual basis, provided that the aggregate of the expected preferential dividend rate (including the stepped-up preferential dividends, if applicable) on any preferential dividend entitlement date shall not exceed a total rate of 20% per annum.
Subject to the availability of Profits, the preferential dividends (if declared) shall be distributable semi-annually (save in respect of the first distribution, and the last distribution prior to the Redemption Date), with the RCPS-i C holders being entitled to the first distribution on such date being the next preferential dividend entitlement date of the RCPS-i A and RCPS-i B (in accordance with Clauses 12 and 13 of the Constitution of S P Setia, respectively) following the Issue Date, and subsequently, at successive intervals of every six (6) months thereafter. For avoidance of doubt, the preferential dividends for the last distribution prior to the Redemption Date (if declared), may be paid to the RCPS-i C holders on such distribution date and at such amount (in accordance with Clause 13A(n)(v) of the Constitution of S P Setia) as shall be approved by the Board and announced by the Company from time to time on or before the Redemption Date.
The Company may at any time on or after the 5th anniversary of the Issue Date, at its discretion, redeem all (and not part) of the outstanding RCPS-i C by giving not less than 30 days' notice in writing to the RCPS-i C holders of its intention to do so, subject to compliance with the Companies Act 2016 ("Act") including where such RCPS-i C is intended to be redeemed out of the capital of the Company, such notice of redemption shall be subject to all directors of the Company having made a solvency statement in relation to such redemption in accordance with the provisions of the Act. The redemption of the RCPS-i C shall take effect on the 30th day from the date of the notice or such other later date as may be specified in the notice ("Redemption Date"). The notice shall state the Redemption Date and the book closure date to be used to determine the RCPS-i C holders who are entitled to receive the redemption payment.
(Unless otherwise stated, the definitions used herein shall have the same meanings as defined in the abridged prospectus dated 2 November 2022 in relation to the rights issue of RCPS-i C) The RCPS-i C shall be convertible, at the option of the RCPS-i C holder, at any time commencing from the Issue Date and up to such date no later than nine (9) Market Days prior to the Redemption Date, into such number of fully-paid new Shares, without payment of any consideration and in accordance with the Conversion Ratio. The conversion ratio shall be 32 new Shares for every 67 RCPS-i C held. Based on the Issue Price (i.e. RM0.38 per RCPS-i C) and the Conversion Ratio (i.e. RM0.38 × 67/32), the implied conversion price is RM0.7956 for every new Share. If the conversion results in a fractional entitlement to Shares, such fractional entitlement shall be disregarded and no refund or credit, whether in the form of RCPS-i C, cash or otherwise, shall be given in respect of the disregarded fractional entitlement. The Conversion Ratio 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 howsoever being effected, in accordance with the provisions of the Constitution. The Company shall give notice in writing to the RCPS-i C holders of its intention to make such adjustments to the Conversion Ratio. On the Redemption Date, the Company shall redeem all (and not part) of the outstanding RCPS-i C (that do not form part of any RCPS-i C to be converted into new Shares prior to the book closure date stated in the redemption notice) in cash at a redemption price, which shall be the aggregate of: (i) the Issue Price; (ii) any preferential dividends declared but unpaid as at the Redemption Date; and (iii) any deferred dividends as at the Redemption Date. This Announcement is dated 29 November 2022.