Professional Documents
Culture Documents
a) Issuer
vi. Status :
• resident/non- • Resident controlled company
resident
controlled
company
• bumiputra/ • Non-Bumiputera controlled company
non-bumiputra
company
• Manufacture of gloves;
• Trading in all kinds of industrial and household safety
products;
• Investment holding;
• Manufacture of cotton liners and cotton work gloves and
processing of rags;
• Trading in all kinds of cleanroom accessories and products;
• Manufacture of palm coated gloves; and
• Manufacture of PVC coated and dotted gloves.
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
viii. Board of The Board of Directors for the Issuer as at 6 June 2005 are as
Directors follows:
1) Puan Sri Datin Minuira Sabki
2) Dato’ Eng Hok Sing
3) Chuah Yak Hin
4) Goh Kheng Theam
5) Siti Rohani Bt A. Manan
6) Mohd Hisham Bin Harun
7) Yeap Ghim Guan
8) Fazrin Azwar Bin Dato’ Hj. Md Nor
Note:
*
Deemed interest by virtue of Section 6A (4) of the Companies
Act, 1965 through shareholdings in Merak Wira Sdn. Bhd.
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
(a) Names of
parties involved
in the proposed
transaction
(where
applicable)
vii. Guarantor Dato’ Eng Hok Sing (NRIC No. 580910-02-5375) of 20, Lorong
Tambun Indah 16, Taman. Tambun Indah, 14100 Simpang Ampat,
S.P.S., Pulau Pinang, a director of the Issuer company.
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
• Tender Panel A selection of financial institutions licensed under the Banking and
Members Financial Institutions Act 1989 (“BAFIA”) and/or Islamic Banking
(“TPMs”) Act 1983, insurance companies registered under the Insurance
Act 1996, approved corporations and such other persons as
specified in Schedule 2 and/or 3 of the Securities Commission Act
1993 (As amended). The composition of the TPMs may be varied
from time to time by the Facility Agent in consultation with the
Issuer.
Bai’ Dayn
A transaction that involves the sale and purchase of securities or
debt certificates that conform with Syariah. Securities or debt
certificates will be issued by a debtor to a creditor as an evidence
of indebtedness.
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
Underlying Transaction
The MMTNs Programme is based on the Syariah principle of
Murabahah.
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
(d) Issue Size (RM) The aggregate nominal value of the outstanding MMTNs issued
under the MMTNs Programme shall not exceed a cumulative limit
of RM50.0 million from the date of first issuance of the MMTNs.
(e) Issue Price The MMTNs will be either issued at par, discount or premium to
the nominal value.
_ RV _ N C/2 _
K-1+T/E
= 1+ r
N-1+T /E
+ ∑ 1+ r _
K=1
200 200
where,
FV = Face amount of the MMTNs;
RV = Redemption value;
(=FV, if redemption is at par)
C = Profit rate;
r = Market yield for a similar maturity period;
N = Number of semi-annual profit payments between
the value date and maturity date;
T = Number of days from the issue date to the next
profit payment date;
E = Number of days in a profit period in which
settlement takes place;
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
(f) Tenure of the Seven (7) years from the date of first issuance of the MMTNs.
Facility/ Issue
The date of first issuance of the MMTNs is subject to the
completion of documentation and compliance of all relevant
conditions to the reasonable satisfaction of the Lead Arranger, but
in any case, the date of first issuance of the MMTNs is to be no
later than two (2) years from the date of the Securities
Commission (“SC”)’s approval or such other period approved by
the SC from time to time.
The MMTNs shall be issued for maturities of two (2), three (3),
four (4), five (5), six (6) or seven (7) years, or such other period as
may be agreed between the Issuer and the Lead Arranger, being
a period of more than one (1) year but not more than seven (7)
years, but shall not in any case exceed the maturity of the MMTNs
Programme.
(g) Profit or The profit rate for each issuance of MMTNs will be determined
equivalent rate through bidding amongst the TPMs, or agreed between the Issuer
(%) (please and approved Investor(s) in the case of private placement.
specify)
(i) Yield to Maturity The Yield to Maturity for the MMTNs will only be known prior to
(%) the proposed issue day/tender day when Issuer confirms the
acceptance of the allocated tender/private placement bids.
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
(j) Security / The MMTNs holders will share the following security on a pari
Collateral passu basis:
iii) A first legal charge over all that parcel of land held under
H.S.(M) 104, PT 300, Tempat Padang Meha, Pekan Sungai
Karangan, Daerah Kulim, Negeri Kedah Darul Aman.
and
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
(k) Details on Proceeds raised from the MMTNs shall be utilized as follows:
utilisation of
proceeds Amount of
Purpose Proceeds
(up to RM)
Notes:-
For the Utilization of Proceeds under Purpose (iii), upon the first
drawdown of the MMTNs and after payments for purpose (i) and
(ii) as defined under Paragraph (k) has been made, the MMTNs
proceeds allocated under purpose (iii) must be used as follows:-
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
Repayment
Financial Facility Purpose of Amount as at
Institutions Type Facility 31 May 2005
(RM)
Hire
396,650.91
Orix Credit M’sia Purchase
Sdn Bhd Hire
1,044,461.78
Purchase
Sime Credit (M) Hire Acquisition of Plant
123,522.41
Sdn Bhd Purchase and Machineries
Bank Islam
Leasing 605,761.48
Malaysia Berhad
EON Bank
Term Loan 1,667,896.88
Berhad
Bank Islam M’sia For Working
Trade Lines 5,000,000.00
Berhad Capital
Total 8,838,293.46
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
(l) Sinking Fund (if The Sinking Fund shall be represented by the Designated
any) Accounts.
Designated Accounts:
1. Disbursement Account (“DA”);
2. Sinking Fund Account (“SFA”);
3. Profit Service Reserve Account (“PSRA”); and
4. Finance Service Reserve Account (“FSRA”);
i) DA
ii) SFA
The Issuer shall open a SFA and so long as any maturing MMTNs
is not capable of being fully refinanced by a new issuance of
MMTNs, the Issuer shall remit and/or deposit funds into the SFA
to redeem the specific amount under the MMTNs that is not
capable to be refinanced by a new issuance of MMTNs
(“Redemption Amount”).
The Issuer shall build up the minimum credit balance in the SFA to
meet the Redemption Amount as follows:
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
Upon the relevant maturity dates of the MMTNs, the funds from
this account shall be utilized towards redemption of the MMTNs.
iii) PSRA
Where at any time funds in the PSRA is less than the minimum
required credit balance for Profit Payment of the MMTNs, the
Issuer may withdraw funds for such shortfalls from the FSRA in
accordance with the provisions set out herein.
iv) FSRA
The Issuer shall open a FSRA for the purpose of depositing and
maintaining funds equivalent to at least one (1) profit payment in
respect of each MMTNs issued at all times. The FSRA shall be
pre-funded from the issue proceeds of each MMTNs issued.
The funds in the FSRA shall be utilized only in the event that there
is a shortfall in the minimum required credit balance in the PSRA
in relation to Profit Payment due for MMTNs issued. Any amount
withdrawn from the FSRA shall be replenished with funds directly
by the Issuer within one (1) month of such withdrawal.
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
(n) Form and The MMTNs shall be represented by Global Certificates in bearer
Denomination form and issued in denomination of RM1,000,000. The Global
Certificates shall be deposited with the Central Depository and are
exchangeable for Definitive Certificates only in certain limited
circumstances. No physical delivery of the Global Certificates will
be made.
(o) Mode of Issue By way of tender to TPMs and/or private placements without
prospectus to eligible Investor(s) through and traded scripless
under the Real Time Electronic Transfer of Funds and Securities
(“RENTAS”) System in accordance with the Rules on Fully
Automated System for Issuing/Tendering (“FAST Rules”) issued
by BNM, and/or under any regulations to be implemented by BNM
from time to time.
(p) Selling The MMTNs may not be offered, sold or delivered, directly or
Restriction indirectly, nor may any document or other material in connection
therewith be distributed in Malaysia, other than to persons falling
within the categories set out in Schedule 2 and/or 3 of the
Securities Commission Act, 1993 (As amended) subject to any
law, order, regulation or official directive of BNM, Securities
Commission (“SC”) and/or any other regulatory authority from time
to time.
(q) Listing Status The MMTNs will not be listed on the Bursa Malaysia Securities
Berhad or on any other stock exchange.
(r) Minimum Level The minimum level of subscription for each issue of the MMTNs is
of Subscription one hundred percent (100%).
(RM or %)
In respect of each issue of the MMTNs, the issue will be aborted
should the minimum level of subscription is not met. The Issuer
shall return all considerations received to the subscribers.
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
(t) Identified Assets The Identified Assets are assets whose values are in compliance
with the SC’s Syariah Advisory Council (“SAC”) Pricing Guidelines
issued on 31 December 2003 and 30 April 2004. The assets
identified shall include but will not be limited to:
The Issuer may utilize either all or part of the Identified Assets to
the extent that the aggregate Net Book Value of the Identified
Assets utilized is relevant to the issue size and tranches of the
MMTNs in order to facilitate the asset sale and purchase under
the Syariah principle of Murabahah. The aggregate Net Book
Value of the Identified Assets represents the fair value of the
Identified Assets.
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
(u) Purchase and The purchase price for each MMTNs issue shall be equal to the
Selling issue price of the MMTNs and shall be determined at the point of
Price/Rental issuance by way of tender to TPMs and/or private placements
(where without prospectus to eligible Investor(s). It will be administered
applicable) electronically through the Fully Automated System for
Issuing/Tendering (“FAST”) and governed by the FAST Rules of
BNM.
The selling price for each MMTNs issue shall be equal to the
aggregate sum of the nominal value and all profit payment of the
MMTNs issue. The selling price shall be determined at the point of
issuance.
(v) Conditions Conditions precedent to the initial issuance of the MMTNs shall
Precedent to be subject but not limited to the following:
Initial MMTNs
Issuance: i) completion of the due diligence exercise on the Issuer to the
satisfaction of the Lead Arranger and the solicitors;
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
(w) Representations The representations and warranties by the Issuer to the respective
and Warranties Trustees and the Investor(s) shall include but not limited to the
following:
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
v) it has the power to enter into, exercise its rights and perform
and comply with its obligations under the trust deed and for it
to issue and perform and comply with its obligations under
the MMTNs Programme and repayments in accordance with
the trust deed; and
(x) Events of Standard events of default for a facility of this nature which shall
Default include but not limited to the following:-
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
The Issuer may at any time purchase the MMTNs in the open
market at any price by private treaty for redemption purposes.
MMTNs redeemed or purchased in this manner will be cancelled
but can be reissued subject to the tenure of the facility.
ii) Permitted The Issuer shall be permitted from time to time to utilize funds held
Investments in the Designated Accounts to make Permitted Investments,
provided that such funds utilized for Permitted Investments shall
be remitted to the corresponding Designated Account in a timely
manner to meet any payment obligations of the Issuer when due
and payable. The Permitted Investments shall have a maturity
date to match the utilisation of the proceeds, denominated in
Ringgit Malaysia and comply with the underlying Syariah principle.
Upon maturity, the proceeds (i.e. principal plus profit) shall be
remitted to the corresponding Designated Account.
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
iii) Positive The Issuer covenants and undertakes inter alia, with the Trustee
Covenants and the subscribers that until all its liabilities and obligations under
the MMTNs Programme has been discharged, the Issuer will,
amongst others :
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
iv) Negative The Issuer covenants and undertakes inter-alia, with the Trustee
Covenants and the subscribers that, from the signing of the Issue Documents
of the MMTNs until all its liabilities and obligations hereunder and
under the MMTNs have been discharged, the Issuer will not
without prior written consent of the Trustee:
iii) reduce the nominal value and the total amount of its
authorised, issued and paid-up share capital;
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
vi) Additional Dato’ Eng Hok Sing, the largest controlling shareholder, shall,
Covenants either directly or indirectly, maintain a shareholding of at least 23%
of the issued and paid up capital of the Issuer.
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
viii) Incidental All legal and professional fees including such cost relating to the
Expenses & due diligence exercise, stamp duties, taxes, SC Submission Fees
Legal Fees and any other out-of-pocket expenses, incurred pursuant to the
Issuer’s acceptance of the MMTNs Programme and for purposes of
preparation/submission of any information memorandum and the
preparation of security documentation (notwithstanding non-
utilisation of the MMTNs Programme by the Issuer) shall be borne
by the Issuer.
ix) Taxation All payments under the MMTNs Programme shall be made free and
clear of all present and future Malaysian taxes
x) Adverse Market Should there occur a material adverse change in the opinion of
the Lead Arranger in the business condition (financial or
otherwise) of the Issuer and/or the economic, social and political
situation in Malaysia including but not limited to the adversities in
the domestic or international financial market prior to the launch,
offering and/or distribution of the MMTNs, the Lead Arranger
reserves the right to withdraw, cancel, terminate and/or restructure
the arrangement of the MMTNs.
xi) Clear Market From the date of the appointment of the Lead Arranger to the date
falling thirty (30) days after the first issuance date of the MMTNs,
the Issuer will ensure that no other borrowings or debt instruments
or securities issued or guaranteed by the Issuer or any of their
subsidiaries or affiliates are either placed or syndicated, directly or
on its behalf, in any manner which might, in the sole opinion of the
Lead Arranger, have a detrimental effect on the successful
placement of the MMTNs.
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APPENDIX 1 – ENGLOTECHS HOLDING BHD
xiv) Issue Standard documentation for a facility of this nature, which would
Documents include, inter-alia:
i) trust deed;
ii) depository and paying agency agreement;
iii) tender panel agreement;
iv) security documents; and
v) any other legal documentation as advised by the solicitors to
the documentation.
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