1. Introduction
The Board of Directors of Malton (“Board”) wishes to announce that the Company intends to seek the approval of the RCSLS Holders through Maybank Trustees Berhad, the trustee and security trustee acting on behalf of the RCSLS Holders, at a meeting to be convened by the Company for the following four (4) special resolutions:-
(i) Special Resolution 1 – proposal to allow the Company or any of its subsidiary companies to purchase the RCSLS from the open market for subsequent cancellation by the Company and the proposed amendments to the Trust Deed dated 27 May 2011 (“Trust Deed”) to give effect thereto (“Proposed RCSLS Buy Back”);
(ii) Special Resolution 2 – proposal to allow the Company to utilize the cash security in the Debt Service Reserve Account (“DSRA”) to finance the Proposed RCSLS Buy Back in addition to the existing permitted utilization and the proposed amendments to the Security Trust Deed dated 27 May 2011 (“Security Trust Deed”) to give effect thereto (“Proposed Utilisation of Cash Security”);
(iii) Special Resolution 3 – proposal to allow the Company to reclassify the remainder of the undisbursed proceeds from the issuance of the RCSLS (“Undisbursed Proceeds”) as cash security in the DSRA, thereby allowing the Company to utilize the Undisbursed Proceeds to meet following:-
(a) scheduled redemption of the RCSLS as provided in the Trust Deed (“Scheduled Redemption”);
(b) progressive build up of interest payable to the RCSLS Holders;
(c) progressive build up of monies due under the RCSLS for the Scheduled Redemption; and/or
(d) to finance the Proposed RCSLS Buy Back (if the Proposed Utilisation of Cash Security, as defined above, is approved);
and the proposed amendments to the Security Trust Deed to give effect thereto (“Proposed Reclassification of Undisbursed Proceeds”);
(iv) Special Resolution 4 – proposal to correct manifest errors in the formula used in computing the Loan Stock to Security Value Ratio or LVR for purpose of calculating the redemption monies payable by the Company upon redemption of any real property under the charges created in favour of RCSLS holders (“RCSLS Charges”) by modifying the formula:-
(a) to treat the Undisbursed Proceeds which has been transferred to the DSRA as cash security for purpose of arriving at the net outstanding RCSLS; and
(b) to give greater clarity for the non-inclusion or non-deduction of the Cash Security from the initial market value of the real properties under the RCSLS Charges;
and the corresponding proposed amendments to the Security Trust Deed to give effect thereto (“Proposed Modification of LVR Formula”).
The aforementioned Proposed RCSLS Buy Back, Proposed Utilisation of Cash Security, Proposed Reclassification of Undisbursed Proceeds and Proposed Modification of LVR Formula are collectively referred to as the “Proposals”.
The Proposals are conditional upon the approvals being obtained from the holders of the RCSLS at a meeting of RCSLS Holders to be convened. The Proposals are not inter-conditional upon one another, except for Special Resolution 2 which is conditional upon Special Resolution 1, but not vice versa.
None of the Directors and/or major shareholders of Malton or persons connected with them have any interest direct or indirect in the Proposals.
A notice of RCSLS Holders meeting together with a circular will be despatched to the RCSLS Holders in due course.
This announcement is dated 25 October 2013.
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发表于 17-10-2013 05:19 PM
发表于 17-10-2013 09:22 PM
是时候要套利走人了....
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