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Amended Announcements Please refer to the earlier announcement reference number: LIP-05122017-00002
Adjustment to the conversion ratio of the Islamic redeemable convertible preference shares in S P Setia Berhad ("S P Setia") issued on 2 December 2016 ("RCPS-i A") in accordance with Clause 12(k) of the Constitution of S P Setia arising from the renounceable rights issue of up to 3,069,191,630 new Class C Islamic redeemable convertible preference shares in S P Setia ("RCPS-i C") at an issue price of RM0.38 per RCPS-i C on the basis of 67 RCPS-i C for every 100 existing ordinary shares in S P Setia ("Shares") held as at 5:00 p.m. on 2 November 2022 ("Rights Issue") ("Adjustment")
The RCPS-i A shall carry the right to receive preferential dividends, out of the distributable profits of the Company earned from the 1st day of the calendar month following the Issue Date ("Profits"), when declared and approved by the Board of Directors of S P Setia ("Board"), at the expected preferential dividend rate of 6.49% per annum. From the period commencing on and including the 15th anniversary of the Issue Date until the Redemption Date (as defined below), an additional stepped-up preferential dividend capped at the rate of 1.0% per annum above the expected preferential dividend rate mentioned above, shall be payable on the RCPS-i A on an annual basis, provided that the aggregate of the expected preferential dividend rate (including the stepped-up preferential dividends, if applicable) on any preferential dividend entitlement date shall not exceed a total rate of 20% per annum.
The preferential dividends (if declared) shall be distributable semi-annually (save in respect of the last distribution prior to the Redemption Date), subject to the availability of Profits. For the avoidance of doubt, the preferential dividends for the last distribution prior to the Redemption Date (if declared), may be paid to the RCPS-i A holders on such distribution date and at such amount (in accordance with Clause 12(m)(e) of the Constitution of S P Setia) as shall be approved by the Board and announced by the Company from time to time on or before the Redemption Date.
Subject to the Companies Act 2016, the Company may at any time on or after the 15th anniversary of the Issue Date, at its discretion, redeem all (and not some only of) the outstanding RCPS-i A by giving not less than 30 days' notice in writing to the RCPS-i A holders of its intention to do so. The redemption of the RCPS-i A shall take effect on the 30th day from the date of such notice or such other later date as may be specified in the said notice ("Redemption Date").
The effective date of the Adjustment is on Thursday, 3 November 2022, being the next market day following the entitlement date of the Rights Issue. The notice to the RCPS-i A holders which sets out the details of the Adjustment will be issued in due course. The adjusted conversion ratio for the RCPS-i A shall be 10 new Shares for every 29 RCPS-i A held. Based on the Issue Price of RM1.00 per RCPS-i A and the adjusted conversion ratio for the RCPS-i A, the implied conversion price for the RCPS-i A (i.e. RM1.00 × 29/10) is RM2.90 for every new Share. This announcement is dated 2 November 2022.