PROPOSED ESTABLISHMENT OF AN ISLAMIC MEDIUM TERM NOTES (“IMTNs”) PROGRAMME OF UP TO RM1,000.0 MILLION INCLUDING ISSUANCE OF SUSTAINABLE AND RESPONSIBLE INVESTMENT IMTNs (“SUSTAINABILITY IMTNs”) THEREUNDER (“IMTN PROGRAMME”), TOGETHER WITH AN ISLAMIC COMMERCIAL PAPERS (“ICPs”) PROGRAMME OF UP TO RM500.0 MILLION (“ICP PROGRAMME”), WHICH SHALL HAVE A COMBINED AGGREGATE LIMIT OF UP TO RM1,000.0 MILLION IN NOMINAL VALUE BASED ON THE SHARIAH PRINCIPLE OF WAKALAH BI AL-ISTITHMAR (COLLECTIVELY, THE IMTNs, INCLUDING THE SUSTAINABILITY IMTNs AND THE ICPs SHALL BE REFERRED TO AS “SUKUK WAKALAH” AND THE IMTN PROGRAMME AND THE ICP PROGRAMME SHALL COLLECTIVELY BE REFERRED TO AS “SUKUK WAKALAH PROGRAMMES”)

1. INTRODUCTION

The Board of Directors of Solarvest is pleased to announce that the Issuer has on 28 June 2023 made a lodgement with the Securities Commission Malaysia (“SC”) for the establishment of the Sukuk Wakalah Programmes pursuant to the SC’s Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework (issued by the SC on 9 March 2015 and revised on 28 November 2022, as amended from time to time) (“SC Lodgement”).

2. DETAILS OF THE SUKUK WAKALAH PROGRAMMES

The Sukuk Wakalah Programmes comprise an IMTN Programme under which the Issuer may issue IMTNs which are (a) rated, unsecured and without any guarantee (“Unguaranteed Rated IMTNs”), (b) rated, unsecured and guaranteed by a financial guarantor (“Guaranteed Rated IMTNs”) or (c) unrated, secured or unsecured and without any guarantee (“Unrated IMTNs”) and an ICP Programme under which the Issuer may issue ICPs which are rated.

RAM Rating Services Berhad as the Credit Rating Agency has assigned long-term and short-term initial credit ratings of A1 and P1 to the IMTN Programme and ICP Programme respectively, with a stable outlook.

Under the IMTN Programme, Solarvest may also issue Sustainability IMTNs from time to time which will be in accordance with Solarvest’s Sustainability Sukuk Framework and in compliance with any one or more of the Sustainability Guidelines/Framework (as defined in the SC Lodgement).

MARC Ratings Berhad as the External Reviewer has assessed and assigned a “Gold” impact assessment to Solarvest’s Sustainability Sukuk Framework.

The tenure of the IMTN Programme is thirty (30) years from the date of first issue of the IMTNs under the IMTN Programme and the tenure of the ICP Programme is seven (7) years from the date of first issue of the ICPs under the ICP Programme.

3. UTILISATION OF PROCEEDS

Proceeds raised from the issuance of Sukuk Wakalah under the Sukuk Wakalah Programmes shall be utilised by Solarvest and its subsidiaries (“Solarvest Group”) for the following Shariah-compliant purposes:

(i) capital expenditure requirements;

(ii) working capital requirements;

(iii) general corporate purposes;

(iv) projects, investments and asset acquisitions that are being undertaken and/or to be undertaken in the future;

(v) to repay/refinance any existing bank borrowings/financings, corporate bonds/Sukuk issues and/or refinance future Sukuk issues/Shariah-compliant financings of Solarvest Group; and/or

(vi) defray all fees and expenses in relation to the establishment of the Sukuk Wakalah Programmes.

The proceeds raised from the issuance of the Sustainability IMTNs under the IMTN Programme shall be utilised by the Issuer to finance and/or refinance, in part or in whole, new or existing eligible assets, businesses and/or projects providing distinct environmental benefits pursuant to the applicable Sustainability Guidelines/Framework and/or Solarvest’s Sustainability Sukuk Framework (“Eligible Projects”). The details of the relevant Eligible Projects for each issuance of the Sustainability IMTNs will be further set out in the relevant pricing supplement for the IMTN Programme.

For the avoidance of doubt, the utilisation of the proceeds raised from issuance of Sukuk Wakalah shall at all times be for Shariah-compliant purposes and shall not be utilised to refinance and/or repay any conventional borrowings that are taken or obtained by Solarvest Group after the establishment of the Sukuk Wakalah Programmes.

4. ADVISERS

RHB Investment Bank Berhad is the Principal Adviser, Lead Arranger, Lead Manager and Facility Agent for the Sukuk Wakalah Programmes.

RHB Investment Bank Berhad is the Framework Adviser for Solarvest’s Sustainability Sukuk Framework.

RHB Islamic Bank Berhad is the Shariah Adviser for the Sukuk Wakalah Programmes.

5. STATEMENT BY THE BOARD OF DIRECTORS

The Board is of the opinion that establishment of Sukuk Wakalah Programmes is in the best interest of the Company.

This announcement is dated 28 June 2023.