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14,415,733 NEW REDEEMABLE PREFERENCE SHARES ("RPS") ("RIGHTS RPS") IN SUNMOW HOLDING BERHAD ("SUNMOW" OR THE "COMPANY") ISSUED PURSUANT TO THE NON-RENOUNCEABLE RIGHTS ISSUE OF UP TO 15,596,000 NEW RPS AT AN ISSUE PRICE OF RM0.50 PER RIGHTS RPS ("ISSUE PRICE") ON THE BASIS OF ONE (1) RIGHTS RPS FOR EVERY FIFTEEN (15) EXISTING ORDINARY SHARES IN SUNMOW ("SUNMOW SHARES" OR "SHARES") HELD BY THE ENTITLED SHAREHOLDERS AS AT 5.00 P.M. ON 5 SEPTEMBER 2024, TOGETHER WITH UP TO 15,596,000 FREE DETACHABLE WARRANTS ("WARRANTS") ON THE BASIS OF ONE (1) WARRANT FOR EVERY ONE (1) RIGHTS RPS SUBSCRIBED FOR ("RIGHTS ISSUE OF RPS WITH WARRANTS")
The Rights RPS shall carry the right to receive cumulative gross preferential dividend rate out of the distributable profits of Sunmow at a fixed rate of 4.5% per annum on the Issue Price, subject to the provisions of the Companies Act 2016 ("Act"). No dividend shall be paid on the ordinary shares of Sunmow unless the dividends on the Rights RPS have first been paid.
The dividends for the Rights RPS shall be paid every six (6) months ending 30th June and 31st December of each year, with the dividend payment to be paid either on 30th June or 31st December (if such date of payment is a bank holiday pursuant to the Holidays Act 1951, then it shall be the next working day immediately after the said bank holiday), with the first dividend payment to commence on or after 31st December 2024, wherein the dividend rate of 4.5% per annum shall be pro-rated from the date of issuance of the Rights RPS. The last dividend payment shall be made on the Maturity Date, wherein the dividend shall be pro-rated if the Maturity Date does not fall on 30th June or 31st December.
Subject to the provisions of the Act, the Company may at its option and discretion, at any time during the tenure of the Rights RPS and up to the Maturity Date, redeem in cash any of the Rights RPS on a pro-rata basis at RM0.50 per Rights RPS by giving not less than seven (7) business days notice of its intention to do so. Any outstanding Rights RPS which have not already been redeemed by the Company as at the Maturity Date shall be mandatorily redeemed by the Company. In the event that the Company, before the Maturity Date, transfers its listing to the ACE Market of Bursa Malaysia Securities Berhad ("Bursa Securities") or withdraws its listing from the Official List of the LEAP Market of Bursa Securities for the purpose of listing on the Main Market of Bursa Securities or otherwise, all outstanding Rights RPS will be redeemed in cash at RM0.50 per Rights RPS by the Company in accordance with the provisions of the Act on or before the said transfer or withdrawal, as the case may be.