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Terms & Conditions

PRIVATE AND CONFIDENTIAL

TERM SHEET
ALL INTERESTED SUBSCRIBERS ARE STRONGLY ADVISED TO SEEK INDEPENDENT PROFESSIONAL ADVICE ON THIS TERM SHEET AND THE RISKS ASSOCIATED THEREOF IN RELATION TO THE INVESTMENT AND TAX EXPOSURE BEFORE MAKING A SUBSCRIPTION. THERE IS NO PUBLIC MARKET FOR THE SHARES.

 

Redeemable Convertible Preference Shares

(the “RCPS”)

1. SpeedpropGlobal Sdn Bhd, a Malaysian company incorporated under the Companies Act of Malaysia with its business address at Block A-06-15, Meridin Suites Residences, Jalan Legoland, Bandar Medini Iskandar, 79250 Iskandar Puteri, Johor. 
2.Background information of the CompanyThe Company is a public company with limited shares, established for the purpose of investment holding, carry out business relating to property investment and such other related activities.
3.Terms of SubscriptionThe Company seeks to raise RINGGIT MALAYSIA TWO HUNDRED AND FIFTY MILLION (RM 250,000,000-00) only in aggregate subscription amount (“Aggregate Subscription Amount”) through the issuance of 250,000,000 RCPS, divided into approximately 83,333 Lots in tranches.

 

 

In the event that you require the payment to be made in other currencies, the conversion rate shall be based on “Appendix A” which is final and conclusive.

The Company has the absolute discretion to close the offering prior to the full subscription of Aggregate Subscription Amount as it deems necessary.

Lot Size:3,000 RCPS per Lot
  Subscription Price:RM 3,000 per Lot
4.Purpose of Aggregate Subscription AmountThe Company intends to principally utilize the fund to jointly manage, operate and conduct promotional and marketing events for all the Ground Floor retails lots in a shopping mall development known as Capital City Mall, Johor Bahru.
5.Tenure

 

 

 

The tenure of the RCPS shall be five (5) years from the Commencement Date (“Tenure”).

 

 

Notwithstanding to the abovementioned Tenure, the Company shall have the rights to redeem the RCPS at the request of the RCPS Holder (as named below) via a written notice prior to the end of Tenure subject to the RCPS Holder agrees that the redemption of the RCPS shall be made in accordance to the redemption sum as follow (“Early Redemption”) : –

Year 1 : 60% of the Subscription Price

Year 2 : 50% of the Subscription Price

Year 3 : 40% of the Subscription Price

Year 4 : 30% of the Subscription Price

Year 5 : 20% of the Subscription Price

6.Commencement DateFor the purpose hereof, the ‘Commencement Date’ for each Tranches shall mean the date where the share certificate is duly issued by the company secretary.
7.Exit MechanismWithin the Tenure, the company may, at its sole option and discretion, execrise any one of the following prescribed exit machanism in the following:

 

 

  1. To execrise the Early Redemption of RPCS; or
  2. To execrise the Conversion Rights of the RPCS based on the terms and conditions which to be determined by the Company.
8.Conversion RightsThe RCPS shall be convertible, at the option of the Company, at any time commencing from the Commencement Date and up to the Redemption of RCPS, into such number of fully paid new ordinary shares of the Company without payment of any consideration, in accordance with the Conversion Ratio which to be determined by the Company at the point the Company intends to exercise its Conversion Rights.

 

 

The date of conversion of the RCPS to ordinary shares of the Company shall be referred to as ‘Date of Conversion”.

9.Redemption of RCPSIn the event the Company does not exercise any of the exit mechanism during the Tenure, the Company shall redeem the RCPS at the Subscription Price and a fixed dividend mentioned herein is payable to the RCPS Holder upon redemption of the RPCS.
10.Bonus DividendWithout limiting to the generality of the foregoing, the Company may opt to issue Bonus Dividend in advance to the RCPS Holder in kind upon the subscription of the RCPS to the benefit of the RPCS Holder.
11.Fixed Dividend

 

 

 

At the sole discretion of the Company as it deems fit, from the Commencement Date up to the Date of Redemption or Date of Conversion (whichever is applicable), a fixed dividend of 6% per annum on the Subscription Price.

 

 

For the purpose hereof, in the event the Company opt for Early Redemption, the Fixed Dividend shall be prorated at the rate of 6% per annum.

12.Mode of Payment of the DividendAll Dividend to be paid out of the distributable profits after tax of the Company and in priority to any dividend or distribution in favor of holders of any other classes of shares in the Company and shall not be cumulative.
13.RankingAll RCPS shall rank pari passu inter se.The issuance of shares by the Company which rank pari passu with the RCPS shall not constitute a variation of the rights attached to the RCPS.
14.Voting RightsThe RCPS shall not confer on the holder, the right to receive notice of, or to attend and vote at, a general meeting.
15.TransferThe RCPS shall be transferable and assignable to any third party(ies) PROVIDED ALWAYS that teh transferee shall adhere to the terms and conditions stated herein. All cost and expenses incurred shall be borne by the transferor of the RCPS.
16.ConfidentialityThe RPCS Holder agrees not to divulge or communicate to any person or use exploit for any purpose whatsover any of the confidential infromation of the Company which they may receive or obtain persuant to or arising from this term sheet (including the terms of this therm sheet).
17.Subscription is irrevocableUpon submission of “Application Form” attached herein, the applicant shall not be allowed to revoke the application.
18.ValidityThis Term Sheet shall serve as a legally binding document between the applicant and the Company once the application for subscription is accepted by the Company.
19.Governing LawLaw of Malaysia.