The Board of Directors of the Company wishes to inform that pursuant to the terms and conditions stipulated in the Trust Deed dated 20 July 2011 constituting the 2011/2019 RCSLS, the Company will seek the approval from the 2011/2019 RCSLS Holders by way of circulation of resolution in writing instead of convening a meeting, to approve and give effect to the following Extraordinary Resolutions :-
(i) Proposed Sharing of 2011/2019 RCSLS Securities;
(ii) Proposed Exclusion of Assignment of Project Contracts; and
(iii) Proposed Variation.
Appended below the details of the proposed Extraordinary Resolutions :-
(1) PROPOSED SHARING OF 2011/2019 RCSLS SECURITIES
A. Background
(a) 2011/2019 RCSLS
Pursuant to the trust deed dated 20 July 2011 ("Trust Deed") made between PMB (as the Issuer) and Maybank Trustees Berhad (as the Trustee), PMB had issued RM320,506,868 2011/2019 RCSLS.
(b) 2011/2019 RCSLS Securities
The 2011/2019 RCSLS are secured by the following securities:-
(i) an assignment dated 20 July 2011 made between PMB and Maybank Trustees Berhad (as security agent) ("Security Agent") in respect of PMB's accounts;
(ii) a deed of guarantee and indemnity dated 20 July 2011 made between Press Metal Bintulu Sdn Bhd ("PM Bintulu") and the Security Agent;
(iii) legal charges dated 20 July 2011 and 14 June 2012 respectively made between PM Bintulu and the Security Agent creating legal charges under the provisions of the Sarawak Land Code created over the land bearing title particulars Lot 36, Block 1, Kemena Land District, Samalaju Industrial Park, Bintulu, Sarawak ("Said Land") ("Land Charge");
(iv) a debenture dated 20 July 2011 made between PM Bintulu and the Security Agent, creating a first (1st) fixed charge and a first (1st) floating charge over all present and future assets and properties of PM Bintulu ("Debenture");
(v) an assignment dated 20 July 2011 made between PM Bintulu and the Security Agent in respect of its rights, title, benefits and interests to and under the designated accounts ("Assignment of Designated Accounts");
(vi) an assignment dated 20 July 2011 made between PM Bintulu and the Security Agent in respect of its rights, title, benefits and interests under the contracts more particularly as set out therein ("Assignment of Contracts-A");
(vii) an assignment dated 20 July 2011 made between PM Bintulu and the Security Agent in respect of the rights, title, benefits, and interest of the insurances ("Assignment of Insurances");
(viii) an assignment dated 20 July 2011 made between PM Bintulu and the Security Agent in respect of the rights, title, benefits, and interest of the revenue and income ("Assignment of Income"); and
(ix) an assignment dated 8 December 2011 made between PMI Trading Co. Ltd ("PMI") and the Security Agent in respect of the rights, title, benefits and interests under the project contracts ("Assignment of Project Contracts").
(The security documents set out under sub-paragraphs (iii) - (ix) above are collectively referred to as the "2011/2019RCSLS Securities".)
(c) Sharing of 2011/2019 RCSLS Securities
The 2011/2019 RCSLS Securities are shared by the 2011/2019 RCSLS Holders with the Phase 2A Syndicated Lenders and the Phase 2B Syndicated Lenders, on a pari passu basis in terms of priority and security.
"Phase 2A Syndicated Lenders" means the lenders in respect of the RM400.0 million syndicated term loan facility granted to PM Bintulu to fund Phase 2A of the Project.
"Phase 2B Syndicated Lenders" means the lenders in respect of the RM350.0 million syndicated term loan facility granted to PM Bintulu to fund Phase 2B of the Project.
"Project" means the design, the construction, the undertaking, the setting up, the development, the building and the completion of Phase 2A and such portion of the infrastructure building, the fixtures, the structures and the facilities required and necessary for Phase 2B.
"Phase 2A" means such portion or phase of the Integrated Smelting Plant being the aluminium smelting plant with a capacity of 120,000 metric tonnes constructed by PM Bintulu on the Said Land.
"Phase 2B" means such portion or phase of the Integrated Smelting Plant being the other aluminium smelting plant with a capacity of 120,000 metric tonnes (which is adjacent to the aluminium smelting plant under Phase 2A).
"Integrated Smelting Plant" means the complete aluminium smelting plant situated in Samalaju, Sarawak, Malaysia comprising Phase 2A and Phase 2B together with the complete infrastructure building, fixtures, structures and facilities required and necessary to maintain and operate such complete aluminium smelting plant.
B. Proposed Refinancing of Syndicated Term Loan Facilities
PM Bintulu intends to undertake four (4) new financing facilities of up to a maximum aggregate principal amount of US$245.0 million with Alliance Bank Malaysia Berhad, Export-Import Bank of Malaysia Berhad, Maybank Islamic Berhad and Standard Chartered Saadiq Berhad respectively (collectively, the "New Term Financiers"), to refinance all outstanding amounts owing to the Phase 2A Syndicated Lenders and the Phase 2B Syndicated Lenders ("Proposed Refinancing").
The security package of the Proposed Refinancing is essentially similar to the security package granted to the Phase 2A Syndicated Lenders and the Phase 2B Syndicated Lenders. Thus, the New Term Financiers will share the 2011/2019 RCSLS Securities (save and except for the Assignment of Project Contracts) with the 2011/2019 RCSLS Holders upon the Phase 2A Syndicated Lenders and the Phase 2B Syndicated Lenders being fully paid off ("Proposed Sharing of 2011/2019 RCSLS Securities").
The 2011/2019 RCSLS Securities which are required to be discharged to facilitate the process of the Proposed Refinancing, will be re-created immediately to secure the 2011/2019 RCSLS Holders and the New Term Financiers (other than the Assignment of Project Contracts) upon the Phase 2A Syndicated Lenders and the Phase 2B Syndicated Lenders being fully repaid. The 2011/2019 RCSLS Holders will continue to be secured by the 2011/2019 RCSLS Securities (other than the Assignment of Project Contracts) post completion of the Proposed Refinancing, as illustrated below :-
2011/2019 RCSLS Securities - Current | 2011/2019 RCSLS Securities- Post completion of Proposed Refinancing |
Land Charge | |
Debenture | |
Assignment of Designated Accounts | Assignment of Designated Accounts |
Assignment of Contracts-A | Assignment of Contracts-A |
Assignment of Insurances | |
Assignment of Income | |
Assignment of Project Contract | |
(2) PROPOSED EXCLUSION OF ASSIGNMENT OF PROJECT CONTRACTS
In view that all the transactions contemplated under the contracts entered into by PMI in relation to the Project and assigned to the Security Agent (for the benefit of the 2011/2019 RCSLS Holders, the Phase 2A Syndicated Lenders and the Phase 2B Syndicated Lenders), have been completed, PM Bintulu intends to exclude the Assignment of Project Contracts from the 2011/2019 RCSLS Securities ("Proposed Exclusion of Assignment of Project Contracts").
(3) PROPOSED VARIATION TO THE TRUST DEED
PMB also proposes to vary the following provisions of the Trust Deed in the following manner ("Proposed Variation"):
| | | Proposed Amendments (as marked-up) |
1. | Clause 13.3(i) of the Trust Deed ("Proposed Variation 1") | "13.3 Negative Undertakings by the Issuer The Issuer undertakes with the Trustee that, from the date of this Deed until all the liabilities and obligation hereunder and under the RCSLS have been discharged, the Issuer shall not without the prior written consent of the Holders by way of an Extraordinary Resolution: (i) Accounts: open and maintain or cause to open and maintain any other accounts other than the Designated Accounts." | "13.3 Negative Undertakings by the Issuer The Issuer undertakes with the Trustee that, from the date of this Deed until all the liabilities and obligation hereunder and under the RCSLS have been discharged, the Issuer shall not without the prior written consent of the Holders by way of an Extraordinary Resolution: (i) Accounts: open and maintain or cause to open and maintain any other accounts other than the Designated Accounts." |
2. | Paragraph 12(B) of Schedule 5 of the Trust Deed ("Proposed Variation 2") | "(B) On a poll every Holder who is present in person or by proxy shall have one (1) vote for every Ringgit Malaysia One Million (RM1,000,000.00) Nominal Value of RCSLS of which he is the holder." For reference purpose, “Nominal Value” is defined in the Trust Deed as, the nominal amount which will, on the Maturity Date (as defined in the Trust Deed) thereof, become due and payable in respect of the RCSLS, which as at the date of the Trust Deed is Ringgit Malaysia Two and Twenty Sen (RM2.20). | "(B) On a poll every Holder who is present in person or by proxy shall have one (1) vote for every Ringgit MalaysiaOne Million (RM1,000,000.00) Nominal Value of One (1) RCSLS of which he is the holder." |
3. | Paragraph 23 of Schedule 5 of the Trust Deed("Proposed Variation 3") | "A resolution in writing signed by or on behalf of the Holders holding not less than seventy per cent (75%) of the Nominal Value of the outstanding RCSLS shall for all purposes of these presents be as valid and effective as a resolution passed at a meeting of the Holders duly convened and held in accordance with the provisions herein contained. Such resolution in writing may be contained in one document or in several documents in like form, each signed by or on behalf of one or more Holders." | "A resolution in writing signed by or on behalf of the Holders holding not less than seventy five per cent (75%) of the Nominal Value of the outstanding RCSLS shall for all purposes of these presents be as valid and effective as a resolution passed at a meeting of the Holders duly convened and held in accordance with the provisions herein contained. Such resolution in writing may be contained in one document or in several documents in like form, each signed by or on behalf of one or more Holders." |
RATIONALE
A. Proposed Refinancing
The main reasons of PM Bintulu undertaking the Proposed Refinancing are as follows:-
(i) to replace the existing Ringgit Malaysia denominated term loan facilities granted by the Phase 2A Syndicated Lenders and the Phase 2B Syndicated Lenders, with a US Dollars denominated financing facilities, because PM Bintulu main source of income is in US Dollars hence, the proposed refinancing to replace the existing Ringgit Malaysia denominated term loan facilities provided by Phase 2A Syndicated Lenders and the Phase 2B Syndicated Lenders will act as a natural hedge for PM Bintulu; and
(ii) PM Bintulu will effectively pay lower interest rate on the Proposed Refinancing as US Dollars cost of fund is lower than Ringgit Malaysia cost of fund. The estimated interest cost savings would be approximately Ringgit Malaysia Fifteen Million (RM15,000,000.00) per annum.
B. Proposed Exclusion of Assignment of Project Contracts
The management of PMI has confirmed that all the transactions contemplated under the contracts entered into by PMI in relation to the Project and assigned to the Security Agent (for the benefit of the 2011/2019 RCSLS Holders, the Phase 2A Syndicated Lenders and the Phase 2B Syndicated Lenders), have been completed and PMI has no subsisting contracts in relation to the Project. Such being the case, it is not necessary for the Assignment of Project Contracts to be part of the 2011/2019 RCSLS Securities upon the Phase 2A Syndicated Lenders and the Phase 2B Syndicated Lenders being fully repaid with the proceeds from the Proposed Refinancing. The Proposed Exclusion of Assignment of Project Contracts would not adversely impact the security package of the 2011/2019 RCSLS because the subject matters of the Assignment of Project Contracts no longer subsist.
C. Proposed Variation
(a) Proposed Variation 1 is to cater for the opening and maintenance of other bank accounts by PMB for its operation purposes.
(b) Proposed Variation 2 is necessary to align the vote count on a poll with the denomination of the 2011/2019 RCSLS traded on Bursa Malaysia Securities Berhad ("Bursa Securities"). This would allow the2011/2019 RCSLS Holders with less than Ringgit Malaysia One Million (RM1,000,000.00) Nominal Value of 2011/2019 RCSLS to be able to vote on a poll.
(c) Proposed Variation 3 is to rectify a typographical error.
APPROVALS REQUIRED
Pursuant to Paragraph 23 of Schedule 5 of the Trust Deed, a resolution in writing signed by or on behalf of the 2011/2019 RCSLS Holders holding not less than seventy five per cent (75%) of the Nominal Value of the outstanding 2011/2019 RCSLS shall for all purposes be as valid and effective as a resolution passed at a meeting of the 2011/2019 RCSLS Holders duly convened and held. Such resolution in writing may be contained in one document or in several documents in like form, each signed by or on behalf of one or more 2011/2019 RCSLS Holders.
PMB is now seeking approval from the 2011/2019 RCSLS Holders by way of circulation instead of convening a meeting. A copy of the Explanatory Statement together with the Circular Resolutions in Writing to be passed by the 2011/2019 RCSLS Holders in accordance with Paragraph 23 of Schedule 5 of the Trust Deed will be despatched to the 2011/2019 RCSLS Holders on 2 June 2014, Monday. 2011/2019 RSCLS Holders are required to indicate their decision on the Extraordinary Resolutions by completing the circular resolution attached to the Explanatory Statement. The circular resolution duly signed must be returned by 23 June 2014 ("Closing Date") to the share registrar of PMB ("Share Registrar") at:
Tricor Investor Services Sdn Bhd Level 17, The Gardens NorthTower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur.
Only duly completed circular resolution received by the Share Registrar by the Closing Date shall be valid and be taken into consideration in the computation of the total votes received. The resolutions will be passed if agreed upon by 2011/2019 RCSLS Holders representing not less than seventy five per cent (75%) of the Nominal Value of the outstanding 2011/2019 RCSLS as at 26 May 2014. The results of the voting on the proposed resolutions will be announced by PMB to Bursa Securities after the Closing Date.
This announcement is dated 30 May 2014.
本周最热论坛帖子
发表于 15-4-2014 03:02 AM
发表于 15-4-2014 04:13 PM
3489 
112
