Evermaster Group - PTC

Principal Terms and Conditions
EVERMASTER GROUP BERHAD

PROPOSED RM90.0 MILLION ISLAMIC DEBT SECURITIES FINANCING
PROGRAMME
BACKGROUND INFORMATION
1. Issuer
Name
Evermaster Group Berhad (334221-A) (“EGB ” or the “Issuer”)
Address
Lot 6, Likas Light Industrial Centre

Mile 5, Jalan Tuaran
88855 Kota Kinabalu, Sabah.
Date/Place of Incorporation
20 February 1995, Kuala Lumpur
Date of Listing
o 8 January 1997 - Second Board of Kuala Lumpur Stock Exchange

(“KLSE”).
o 11 July 2002 - Main Board of KLSE.
Status
Resident controlled company; and

Non-bumiputera controlled company.
1
Principal Activities
EGB is principally engaged in investment holding. The principal activities of

the subsidiary companies (“Subsidiaries”) are as follows:
Subsidiaries Principal Activities

Evermaster Sdn Bhd Trading of timber and timber related products.
Evermaster Wood Products Manufacturing and marketing of timber and
Sdn Bhd timber–related products.
Evermaster Wood Manufacturing and marketing of timber and
Industries Sdn Bhd timber–related products.
Evermaster Development
Construction of buildings.
Sdn Bhd
Board of Directors as at 30 June 2003
Name Designation Nationality

YB. Senator Dato’ HamzahNon-independent Non- Malaysian
bin Zainudin Executive Chairman
Non-Independent Executive
Tsai Ching Chi Taiwanese
Director
Lim Piak How @ Lim Piak Non-Independent Executive
Malaysian
Ho Director
Non-Independent Executive
Yek Lik Hua Malaysian
Director
Independent Non-Executive
Hiroshi Takao Japanese
Director
Independent Non-Executive
Thong Hou Loo Malaysian
Director
Structure of shareholdings
The substantial shareholders of EGB as at 30 June 2003, are as follows:-
Name Shareholding %
Sabah Development Nominees
(Tempatan) Sdn. Bhd.
8,300,000 11.86
Pledged Securities Account for Equity
Nominees (Tempatan) Sdn. Bhd.*
Tsai Ching Chi 7,069,338 10.1
2
Name Shareholding %
Yek Lik Hua 4,393,331 6.28
Alliance Group Nominees (Asing) Sdn.
Bhd.
3,933,200 5.62
Pledged Securities Account for Mr. Tsai
Ching Chi
Lim Piak How @ Lim Piak Ho 3,500,931 5.0
Permodalan Nasional Berhad 3,500,000 5.00
Total 30,696,800 43.86
* YB. Senator Dato’ Hamzah bin Zainudin is the major shareholder of Equity
Nominees (Tempatan) Sdn. Bhd. holding 85% equity interest in the
company. Equity Nominees (Tempatan) Sdn. Bhd. also directly holds
1,629,300 ordinary shares of EGB, equivalent to 2.33% of the issued and
paid-up share capital of EGB.
Directors’ shareholdings as at 30 June 2003, are as follows:
Direct Indirect
Name %
Shareholding Shareholding
YB. Senator Dato’ Hamzah bin
- 9,929,300* 14.2
Zainudin
Tsai Ching Chi 7,069,338 - 10.1
Yek Lik Hua 4,393,331 - 6.28
Lim Piak How @ Lim Piak Ho 3,500,931 - 5.0
Thong Huo Loo 5,600 - 0.008
Total 14,969,200 9,929,300 35.588
* By virtue of direct and indirect shareholdings of Equity Nominees
(Tempatan) Sdn. Bhd. in EGB.
Authorised and Paid-up Capital as at 30 June 2003
Authorised Issued and paid-up

Number of Shares Value (RM)
69,996,500.00 ordinary 69,996,500.00 ordinary shares

300,000,000.00
shares of RM1.00 each of RM1.00 each
3
PRINCIPAL TERMS AND CONDITIONS
2. Names of parties involved in the proposed transaction
Lead Arranger
Abrar Discounts Berhad (122437-M) (“ABRAR”)
Arranger
None
Valuers
o JS Valuers Property Consultants (E.M) Sdn. Bhd. (T.265178-T); and

o Smiths Gore Sdn. Bhd. (140254-D).
Solicitors
Messrs. Hisham, Sobri & Kadir (“HSK”)
Financial Adviser
Mulpha Capital Markets Sdn. Bhd. (416961-W) (“MCM”)
Technical Adviser
None.
Guarantor
None.
Trustee
Malaysian Trustees Berhad (21666-V) (“Malaysian Trustees”).
Facility Agent
ABRAR.
4
Primary Subscribers and amount subscribed
BaIDS
Amount
ABRAR RM50,000,000
Underwriters and amount underwritten
MUNIF
Amount
ABRAR RM20,000,000
Affin Discount Berhad RM20,000,000
RM40,000,000
MurYN
The MurYN shall not be underwritten.
Syariah Adviser
Assoc. Prof. Dr Mohd Daud Bakar (Approval Letter enclosed as Appendix 7).
Central Depository
BaIDS
Bank Negara Malaysia
Paying Agent
BaIDS
Bank Negara Malaysia
MUNIF & MurYN

ABRAR
Reporting Accountant
PKF Chartered Accountants (AF 0911) (“PKF”).
5
Others
Security Agent
ABRAR.
Issuing Agent
ABRAR.
Authorised Depository
MUNIF & MurYN

ABRAR.
Rating Agency
Malaysian Rating Corporation Berhad (364803-V) (“MARC”).
3. Principle
Islamic.
4. Facility Description
Proposed Islamic Debt Securities Financing Programme (“Proposed Financing

Programme”) comprising:-
Facility 1
Al Bai Bithaman Ajil Islamic Debt Securities Facility (“BaIDS”).
Facility 2
Murabahah Multi-Option Notes Issuance Facility (“Murabahah MONI”) comprising
Murabahah Underwritten Notes Issuance Facility (“MUNIF”) and/or Murabahah
Medium Term Yield Notes Facility (“MurYN”).
5. Issue Size (RM)
BaIDS
Ringgit Malaysia Fifty Million (RM50,000,000-00).
Murabahah MONI
Ringgit Malaysia Forty Million (RM40,000,000-00).
6
6. Issue Price
BaIDS
Ringgit Malaysia Fifty Million (RM50,000,000.00). The BaIDS will be issued at
par.
MUNIF
Discounted.
MurYN
The MurYN shall be issued at a discount, par or premium on deferred payment
basis computed in the manner provided under the rules on FAST.
7. Tenor of the Facility / Issue
BaIDS
Series Amount Tenure

1 RM15,000,000 5 years
2 RM15,000,000 6 years
3 RM20,000,000 7 years
RM50,000,000
Murabahah MONI
Tranche Amount Tenure

1 RM20,000,000 6 years from the first issue date of the MUNIF and/or
MurYN and shall end on the 6th anniversary of the
MUNIF and/or MurYN respectively.
2 RM20,000,000 7 years from the first issue date of the MUNIF and/or
MurYN and shall end on the 7th anniversary of the
____________ MUNIF and/or MurYN respectively.
RM40,000,000
In the event that MurYN is issued, the maximum allowable issuance of MUNIF
under the Murabahah MONI shall be the difference between the Facility limit of
RM40 million (the “Facility Limit”) and the amount of MurYN issued.
Maturities of Notes
MUNIF
One (1), two (2), three (3), six (6) or nine (9) months as the Issuer may select.
7
MurYN
Any maturity of a minimum of twelve (12) months and up to seventy two (72)
months for Tranche 1 and up to eighty four (84) months for Tranche 2, depending
on the issuance date. All Notes issued shall not have maturities falling beyond
the end of the 6th anniversary and 7th anniversary of the Tranche 1 and Tranche 2
of the Murabahah MONI respectively.
8. Profit (%)
BaIDS
Series Profit
1 7.25% p.a.
2 7.50% p.a.
3 7.75% p.a.
MUNIF
The MUNIF shall be opened for tender on a competitive bidding basis with tender
panel members in accordance with the rules of FAST. The profit rate will only be
identified on the tender day when the Issuer confirms its acceptance of the
allocations to the tender members.
MurYN
The MurYN shall be opened for tender on a competitive bidding basis and/or
privately placed with tender panel members in accordance with the rules of
FAST. The profit rate will only be identified on the tender day when the Issuer
confirms its acceptance of the allocations to the tender members.
9. Profit Payment Frequency
BaIDS
Payable semi-annually in arrears.
MUNIF
The frequency of profit payment is dependent on the frequency of issuance of
notes with maturities of one (1), two (2), three (3), six (6) and nine (9) months at
a discounted basis, which shall be payable in arrears upon maturity of the
respective maturity dates of the notes.
MurYN
Payable semi-annually in arrears.
8
10. Interest/ Coupon/ Profit Payment Basis
BaIDS
On actual/ 365 day basis.
MUNIF
MurYN
11. Yield To Maturity
BaIDS
Series Yield To Maturity

1 7.25% p.a.
2 7.50% p.a.
3 7.75% p.a.
MuNIF / MurYN
The yield to maturity for the MuNIF / MurYN will be determined at point of issue
of the Notes.
12. Security / Collateral
The Proposed Financing Programme shall be secured by the following:-
1) Third Party Legal Charge over one (1) unit of timber complex located on a
35.43 acres land in Keningau, Sabah comprising Land Title No.
CL135348051;
2) Third Party Legal Charge over a block of land in Jesselton, Sabah comprising
Land Title Nos. CL015134577, CL015134595, CL015134611 and
CL015134540;
3) Third Party Legal Charge over sawmill, factory building and staff quarters
located on 18.28 acres of land in Keningau, Sabah comprising Land Title
Nos. CL135310280 and NT133055026;
4) Legal Charge over the Designated Accounts and all the investment out of the
Designated Accounts including monies standing to the credit of EGB;
9
5) Assignment of proceeds received from all existing and prospective

construction contracts of EGB and/or its Subsidiaries; and
6) Fixed and floating charge to be created by EGB and its Subsidiaries over all
the present and future assets of EGB and its Subsidiaries.
There shall be a security sharing arrangement between the BaIDS and

Murabahah MONI facilities. The security shall also rank in pari passu between
the BaIDS and Murabahah MONI.
13. Details of Utilization of Proceeds
Facility Purpose RM
BaIDS 1. Refinancing the Group’s existing bank borrowings of up 48,000,000.00

2. to RM48.0 million1;
Deposit into FSRA 1 an amount equivalent to one 1,881,250.00
3. secondary note of each Series of the BaIDS; and 118,750.00
The balance (if any), to finance working capital
requirements.
Note:
1 Amount may differ marginally depending on final figures
on the redemption date given by the banks and any
unutilized balance in Item (1) will then be utilized for the
working capital requirements of EGB in Item (3).
TOTAL 50,000,000.00
MMONI Tranche 1
1. To finance the incidental expenses incurred due to 1,854,000.00
issuance of the Financing Programme exercise;
2. To deposit an equivalent amount to one secondary note -
2
of the MurYN (if any) into the FSRA 2 ;
3. To finance the purchases of relevant raw materials for
the production of timber and timber related products; 17,883,945.21
and
4. The balance (if any), to finance working capital Balance3
requirements.
Note:
2 This amount will only arise in the event a MurYN is
issued.
3 Any balance arising after the utilization of the rest of the
purposes mentioned above shall be utilized for working
capital requirement of EGB.
TOTAL 20,000,000.00
10
Facility Purpose RM
MMONI Tranche 2
1. To deposit an amount equivalent to one secondary note
of the MurYN (if any) into the FSRA 24; -
2. To finance construction cost of existing and future
contracts awarded to EGB and/or its subsidiaries of up 15,000,000.00
to RM15.0 million; and
3. To part finance EGB’s working capital requirements. Balance5
Note:
4 This amount will only arise in the event a MurYN is
issued.
5 Any balance arising after the utilization of the rest of the
purposes mentioned above shall be utilized for
working capital requirement of EGB.
TOTAL 20,000,000.00
GRAND TOTAL 90,000,000.00
Proceeds from any subsequent issue of the Murabahah MONI following the
redemption of the maturing Murabahah MONI shall be utilized towards
refinancing MuNIF and/or MurYN then maturing.
14. Designated Accounts
EGB is required to establish the following designated accounts (the “Designated

Accounts”) for the purpose of redeeming the Proposed Financing Programme.
The accounts shall be maintained and operated in compliance with Syariah
principles.
a) Proceeds Accounts;
b) Construction Contracts Account;
c) Commodity Reserve Account;
d) Sinking Fund Accounts; and
e) Finance Service Reserve Accounts.
a) Proceeds Accounts (“PA”)

Issue proceeds under the BaIDS and Murabahah MONI shall be remitted into
PA 1 and PA 2 respectively. The accounts are to be operated jointly by the
Issuer and the Security Agent. The funds in these accounts shall be utilized in
accordance with the purpose of the Proposed Financing Programme.
11
b) Construction Contracts Account (“CCA”)

All proceed from the construction contracts of EGB and/or its Subsidiaries
shall be deposited into this account. This account shall be operated jointly by
the Issuer and the Security Agent. Withdrawals can be made from this
account to meet all operating expenditures and other working capital
requirements.
Withdrawal from the CCA to meet capital expenditures is only permitted if:
(a) The FSRA 21 (if any) is fully funded up to the minimum amount;
(b) The SFA 22 is fully funded up to the requirement amount; and
(c) No Event of Default has occurred and is subsisting or in the event an
Event of Default has occurred and is subsisting, the Majority
Underwriters’ and Majority MurYN Noteholders’ (if any) consents to such
withdrawal from the CCA are obtained.
(“Majority Underwriters” is defined as underwriters with an aggregate

exposure of not less than 51% of the outstanding amount issued under
the MUNIF. “Majority MurYN Noteholders” is defined as noteholders with
an aggregate exposure of not less than 51% of the outstanding amount
issued under the MurYN).
Note:
1 The minimum amount for the FSRA 2 (which is equivalent to one (1) profit
payment) will be determined at point of issue of the MurYN (if any) and
shall be computed based on the formula specified under the rules of
FAST.
2 The requirement amount for the SFA 2 (which is equivalent to the
principal sum to be issued) will be determined at point of issue of the
Murabahah MONI. Please refer to item 14(d) of the Principal Terms and
Conditions.
c) Commodity Reserve Account (“CRA”)

During the tenure of the Proposed Financing Programme, in the event that
the EGB’s audited consolidated net cashflows from operation exceeds that of
its original projections, a sum equivalent to 50% of the excess amount shall
be transferred into the CRA as additional liquidity buffer to cover market risks
associated with the wood products industry. This liquidity buffer shall be built
up until the cumulative balance in the CRA amounts to RM20.0 million. This
account shall be operated solely by the Security Agent.
The funds in this account can be utilized in the following order of priority:-
(a) Towards meeting requirements in the SFAs in relation to principal

redemption of the Proposed Financing Programme; and
(b) To cover any shortfall in the FSRAs.
12
d) Sinking Fund Accounts (“SFA”)

Two (2) SFAs for the Proposed Financing Programme shall be opened
and maintained by the Issuer and operated solely by the Security Agent
whereby:
(a) SFA 1 - for the purpose of redeeming the principal amount of the
BaIDS; and
(b) SFA 2 - for the purpose of redeeming the principal amount of
Murabahah MONI.
Six (6) months prior to the maturity of the BaIDS primary notes and/ or
MurYN, the Issuer shall ensure that the accounts have a credit balance of at
least 50% of the nominal value of the outstanding BaIDS primary notes
and/or MurYN. The credit balance shall be at least 100% of the nominal value
of any maturing BaIDS primary notes and/or MurYN three (3) months prior to
the maturity date.
In relation to the MUNIF, a month prior to the redemption schedule date, EGB
must ensure that a credit balance of at least 100% of the amount to be
redeemed is deposited into the SFA 2.
In the event any of the above balance is not met, the Issuer is required to
remedy the shortfall within a period of one (1) month from the date of the
notice to remedy the said shortfall. Failure to remedy the shortfall shall
constitute an event of default.
e) Finance Service Reserve Accounts (“FSRA”)

From the first issue date of the Proposed Financing Programme, EGB shall
open and maintain two (2) FSRAs. These accounts shall be operated solely
by the Security Agent.
EGB shall deposit and maintain at all times, a minimum credit balance
equivalent to the nominal value of one (1) secondary note of each
outstanding Series of the BaIDS and one (1) profit payment due of the MurYN
(where applicable) in the FSRA 1 and FSRA 2 respectively.
Upon full redemption of the Proposed Financing Programme, the Designated

Accounts shall be closed and the balance therein paid into EGB’s bank
account.
15. Rating
An indicative long-term rating of ‘AID’ and short term rating of ‘MARC-2ID’

awarded by MARC. (MARC’s letter enclosed as Appendix 3).
13
16. Form and Denomination
BaIDS
The BaIDS notes (“Notes”) will be scripless and prescribed under the Scripless
Securities Trading System (“SSTS”) maintained by Bank Negara Malaysia and
will be in form of primary global certificates (“Primary Global Certificates”) and
non-detachable secondary global certificates (“Secondary Global Certificates”)
which will be exchangeable for primary and/or secondary definitive certificates,
only in certain limited circumstances as specified in the Trust Deed. The
certificates shall pass by transfer and shall be in bearer form and to be deposited
and maintained by the Central Depositary.
The Primary Global Certificates shall be in the denomination of RM1,000,000.00

and the denomination for Secondary Global Certificates shall be as follows:-
Secondary Notes
Series Amount Denomination
(RM)
1 150 36,250
2 180 37,500
3 280 38,750
MUNIF
The MUNIF notes (“Notes”) shall be represented at all times by a MUNIF global
certificate (“MUNIF Global Certificate”) to be issued upon every drawdown of the
MUNIF stating the amount issued and the face value on maturity of the Notes.
The MUNIF Global Certificate is only exchangeable for MUNIF definitive
certificates only in limited circumstances. The MUNIF Global Certificate shall be
in bearer form and shall pass by transfer. The denomination of the MUNIF Global
Certificates shall be in multiples of RM1,000,000-00.
MurYN
The MurYN notes (“Notes”) shall be represented at all times by a MurYN global
certificate (“MurYN Global Certificate”) respectively, issued upon drawdown of
the MurYN. The MurYN Global Certificate is only exchangeable for definitive
certificates in limited circumstances. The MurYN Global Certificate shall be in
bearer form and shall pass by transfer.
17. Mode of Issue
BaIDS
Bought deal basis to ADB as the Primary Subscriber. The BaIDS will be reported
on FAST and made under RENTAS.
14
MUNIF
Tender by tender panel members that shall be done electronically through and
governed by the rules of FAST.
MurYN
Tender by and/or privately placed with tender panel members that shall be done
electronically through and governed by the rules of FAST.
18. Selling Restriction
The Notes may not be issued or offered or sold directly or indirectly, nor may any
document or other material in connection therewith be distributed in Malaysia
other than to persons whose ordinary business is to subscribe or buy or sell
shares and debentures, whether as principal or agent falling within any of the
categories of persons specified under Schedules 2 and 3 of the Securities
Commission Act (as amended from time to time).
19. Listing Status
The Proposed Financing Programme will not be listed on the KLSE or any other
stock exchange.
20. Minimum Level of Subscription
BaIDS
Fully subscribed up to RM50.0 million.
MUNIF
Fully underwritten up to RM40.0 million.
MurYN
The minimum level of subscription of the MurYN is zero.
21. Other regulatory approvals required
Apart from the SC, no other regulatory approval is required.
22. Additional Information for Islamic PDS
• Islamic Principle
BaIDS
Islamic principles of Al-Bai Bithaman Ajil.
15
Murabahah MONI
Islamic principles of Al-Murabahah.
• Identified Assets
The details on the assets identified as the underlying assets (the “Underlying
Assets”) for the sale and purchase transaction are provided in the Attachment
to this Appendix I. These assets belong to the Subsidiaries or related
companies of EGB and/or third parties. For the purpose of the sale and
purchase transaction, the Subsidiaries or related companies and/or third
parties have given their consents for the assets to be used as the Underlying
Assets.
Subject to approval of the Syariah Adviser and Facility Agent, these

Underlying Assets may be substituted with such other assets that shall then
form the Underlying Assets to be made available for the purposes of the
Proposed Financing Programme.
Value
Registered Owner Asset
(RM)
i) Evermaster Wood Products Buildings 16,510,715.23
Sdn. Bhd. Plant and 28,733,561.03
Machinery 720,104.45
Motor Vehicles 129,530.00
Furniture &
Equipment
Sub-Total 46,093,910.71
ii) Evermaster Wood Industries Buildings 7,372,811.59

Sdn. Bhd. Plant & Machinery 9,651,286.99
Furniture & 110,829.88
Equipment
Sub-Total 17,134,928.45
iii) Evermaster Sdn. Bhd. Buildings 418,240.00

Land 26,817.00
Motor Vehicles 404,744.00
Furniture & 119,147.00
Equipment
Sub-Total 968,948.00
v) Daya Jati Sdn. Bhd. Land 9,000,000.00

Sub-Total 9,000,000.00
GRAND TOTAL 73,197,787.17
16
• Purchase Price
BaIDS
RM50,000,000.00.
MuNIF
The Purchase Price payable under MUNIF shall be computed using the
following formula:
Purchase Price = SP x1 – (t x r)
36500
where:
SP = selling price/ face value of the notes;
t = number of days remaining to maturity;
r = applicable yield (in percentage term).
MurYN
The Purchase Price under the MurYN shall be computed in the manner
provided under the rules of FAST.
• Selling Price
BaIDS
RM73,037,500.00
MUNIF
The Selling Price shall be made up of the Purchase Price and an agreed
profit margin and represented by the face value of the Notes.
MurYN
The Selling Price shall be made up of the Purchase Price and an agreed
profit margin. The Selling Price shall be represented by the total face value of
the Notes.
23. Conditions Precedent
The following are the conditions precedent to the Proposed Financing

Programme that shall be satisfied within thirty (30) days or such other mutual
agreed date from the date of the Facility Agreement and shall include but not
limited to the following:-
(i) Certified true copy of the Board of Directors Resolution of EGB

authorising the acceptance of the Proposed Financing Programme and
the appointment of authorised signatories to accept and operate the
17
Proposed Financing Programme and to execute the relevant documents

relating to the Proposed Financing Programme;
(ii) Approval from SC has been obtained;
(iii) All security documents, being in form and content satisfactory to the
Facility Agent and/or Solicitor and in full force and effect, all conditions
precedent thereto having been satisfied and all associated notices,
acknowledgments, presentations, registrations, filing etc. having been
made;
(iv) EGB shall have furnished the Facility Agent with a certified true copy of its
Memorandum and Articles of Association together with Forms 24 and 49;
(v) All due diligence exercises deemed necessary under the Private Debt
Securities Guidelines issued by the SC have been undertaken;
(vi) Receipt of undertakings, given by the existing lenders to discharge the

existing charges created in their favor after the redemption of their
respective loans;
(vii) All necessary corporate and other required approvals and authorisations
and consents shall have been secured with respect to the Proposed
Financing Programme;
(viii) Evidence that indicative long term rating of ‘AID’ and short term rating of
‘MARC-2 ID’ have been obtained;
(ix) All documents evidencing the establishment of the Designated Accounts

have been delivered to the Facility Agent;
(x) Receipt of all consents, acknowledgements or endorsements in relation to
the security interests granted over the Designated Accounts or any other
agreements entered into or to be entered into by EGB, where relevant;
(xi) No potential event of default has occurred or is continuing or will occur as

a result of issuance of the Proposed Financing Programme;
(xii) Satisfactory legal opinion from the Solicitors as to the validity and
enforceability of the Proposed Financing Programme; and
(xiii) Any other conditions as may be advised by the Solicitors and

incorporated into the Financing Documents.
18
24. Representations and Warranties
EGB and its Subsidiaries represent and warrant that, amongst others:-
i) Each of the companies in the Group is a company duly incorporated and

validly existing under the laws of Malaysia;
ii) The memorandum and articles of association of each of the companies in the
Group include provisions which give power, and all necessary governmental
or official authority has been obtained and action taken, for each of the
company in the Group to own its assets, carry on its transactions and
operations as they are now being conducted, and to execute and deliver, and
perform the transactions contemplated in the Trust Deed, as the case may
be, and the Trust Deed constitute valid and binding obligations of the Issuer,
enforceable in accordance with their respective terms;
iii) All necessary actions, authorisations and consents required under the
Financing Documents have been taken, fulfilled and obtained and remain in
full force and effect;
iv) The Financing Documents create valid and binding obligations which are
enforceable on and against EGB, its Subsidiaries and the security provider;
v) The audited financial statements of the Issuer will be prepared in accordance

with generally accepted accounting principles in Malaysia. The financial
statements will give a true and fair view of the results of its operations for that
year and the state of its affairs at that date; and
vi) No litigation, arbitration or administrative proceeding or claim which might by

itself or together with any other such proceedings or claims either have a
material adverse effect or materially affect its ability to observe or perform its
obligations under the Trust Deed and each of the other Financing
Documents, is presently in progress or pending or, to the best of the
knowledge, information and belief of the Issuer and its Subsidiaries,
threatened against them or any of their assets.
25. Events of Default
Standard events of default for a facility of this nature include but are not limited to
the following:-
i) The Issuer fails to pay any amount due from it under the Proposed
Financing Programme on the due date or on demand including but not
limited to fees and other charges, if so payable;
ii) The Issuer, its Subsidiaries and/or the security provider fails to perform or
observe any covenant, condition or provision under any of its obligation
under the Proposed Financing Programme;
19
iii) Cross-default provisions;
iv) A resolution being passed or an order of court being made that the Issuer,
its Subsidiaries and/or the security provider be wound up or similar
proceedings which are determined by the Trustee to be analogous in effect
being instituted;
v) Circumstances arising which give reasonable grounds in the opinion of the

Majority BaIDSholders, Majority Underwriters and Majority Noteholders to
believe that the Issuer, its Subsidiaries and/or the security provider may be
unable to comply with their representations, warranties, undertakings,
covenants and obligations.
(“Majority BaIDSholders” is defined as the noteholders with an aggregate

exposure of 75% of the outstanding amount of the BaIDS. “Majority
Underwriters” is defined as underwriters with an aggregate exposure of not
less than 51% of the outstanding amount issued under the MUNIF. Majority
Noteholders is defined as noteholders with an aggregate exposure of not
less than 51% of the outstanding amount issued under the Murabahah
MONI);
vi) Material adverse change in the condition (financial or otherwise) of the

Issuer, its Subsidiaries and/or the security provider;
vii) Cessation or change in the authorized business of the Issuer and its
Subsidiaries;
viii) The Group’s Debt is more than the agreed ratio and such breach has not
been remedied to the Majority BaIDSholders’, Majority Underwriters’ and
Majority Noteholders’ satisfaction within thirty (30) days from the date of the
notice from the Trustee to EGB;
ix) The FSCR is less than 1.50 times and such breach is not remedied to the
Majority BaIDSholders’, Majority Underwriters’ and Majority Noteholders’
satisfaction within thirty (30) days from the date of the notice from the
Trustee to the Company;
x) The Issuer fails to progressively build up the SFA and maintain the
balances as per the SFAs schedules and the Trustee deems that such
failure will have a material adverse effect on the Issuer’s ability to
satisfactorily redeem the Proposed Financing Programme;
xi) The Issuer, its Subsidiaries and/or the security provider fail in any material
respect to observe or perform any of their respective obligations under the
Financing Documents and which is capable of being remedied to the
satisfaction of the Trustee within the time frame stipulated and such failure
has a material adverse effect;
20
xii) Termination of any licenses, permits and approvals to the Issuer and its
Subsidiaries that may have material adverse effect on the ability of the
Issuer to repay its obligations;
xiii) Any present or future security on or over the assets of the Issuer and its
Subsidiaries becomes enforceable;
xiv) Any insolvency, administrative or winding up action being taken against the
Issuer and its Subsidiaries;
xv) A scheme of arrangement under the Section 176 of the Companies Act
1965 has been instituted against the Issuer and its Subsidiaries; and
xvi) Any other events as may be advised by the Solicitors to the documentation.
26. Principal terms and conditions for warrant
Not applicable.
27. Other principal terms and conditions
Terms and Conditions Applicable to BaIDS
a) Availability Period
Upon the completion of all legal documentation and compliance with all
conditions precedent stated to the satisfaction of the Facility Agent and in any
case not later than three (3) months from the date of the SC’s approval.
b) Placement Fee
A one time payment of 0.25% flat based on the face value of BaIDS payable
upon the drawdown of the BaIDS.
c) Conditions for Drawdown

The usual and customary conditions for drawdown for a facility of such nature
shall apply, including but not limited to the following, in no order of priority:
(i) All conditions precedent shall remain in effect;
(ii) A certificate from the Issuer confirming that no event of default had
occurred or that it would occur as a result of the drawdown;
(iii) At least ten (10) business days prior written notice has been given to
the Facility Agent;
21
(iv) Purpose 1
(a) A certificate from each of the existing financial institutions, where
the existing borrowings are to be refinanced, confirming the
respective settlement sum on the proposed issuance dates and the
corresponding payment instructions must be presented to the
Facility Agent;
(b) The issue proceeds shall be paid directly to the lending banks/
institutions; and
(c) If applicable, the Issuer shall remit the difference between the
redemption sum and the issue proceeds to the Facility Agent, prior
to any remittance of funds to the existing banks;
(v) Purpose 2
Certificates indicating the payment instruction equivalent to the amount
of one (1) secondary note of each Series of BaIDS into the FSRA 1
must be presented to the Facility Agent;
(vi) Purpose 3
(a) For purchases, supporting documents including but not limited to
invoices must be presented to the Facility Agent; and
(b) For the administrative costs, a three-month budget must be

presented to the Facility Agent. For the avoidance of doubt,
administrative costs shall include all office expenditure, salaries of
employees and any necessary operating expenditure required to
perform the administrative functions of the Issuer;
(vii) To comply with the requirements of the FSRA 1; and
(viii) To comply with the requirements stated under the rules of SSTS.
d) Redemption Schedule for the BaIDS

The payment of the BaIDS shall be made on a semi annual basis, first to
commence six (6) months after the first Issue Date in the following manner:-
22
Instalment Series 1 Series 2 Series 3 Total

No. (RM) (RM) (RM) (RM)
1 543,750 562,500 775,000 1,881,250
2 543,750 562,500 775,000 1,881,250
3 543,750 562,500 775,000 1,881,250
4 543,750 562,500 775,000 1,881,250
5 543,750 562,500 775,000 1,881,250
6 543,750 562,500 775,000 1,881,250
7 543,750 562,500 775,000 1,881,250
8 543,750 562,500 775,000 1,881,250
9 543,750 562,500 775,000 1,881,250
10 15,543,750 562,500 775,000 16,881,250
11 562,500 775,000 1,337,500
12 15,562,500 775,000 16,337,500
13 775,000 775,000
14 20,775,000 20,775,000
Total 20,437,500 21,750,000 30,850,000 73,037,500
e) Financing Documents
Standard documentation for BaIDS of this nature would include, inter-alia :-
(i) Al Bai Bithaman Ajil Facility Agreement comprising:-

(a) Assets Purchase Agreement; and
(b) Assets Sale Agreement;
(ii) Facility Agreement Cum Subscription Agreement;
(iii) Security Sharing Documents;
(iv) Central Depository and Paying Agency Agreement;
(v) Issuing Agency Agreement;
(vi) Trust Deed;
(vii) BaIDS Certificates; and
(viii) Any other legal documentation as advised by the solicitors.
23
Terms and Conditions Applicable to Murabahah MONI
a) Availability Period
A period of up to six (6) years for Tranche 1 and seven (7) years for Tranche
2 commencing from the completion of all legal documentation and
compliance of all conditions precedent stated to the satisfaction of the Facility
Agent subject to the first issuance of Notes being made within six (6) months
from the date of the SC’s approval.
b) Tender Panel Member

A consortium of financial institutions or approved institutions, including the
Underwriters, to be invited for the competitive bidding of the notes to be
issued under the Facility. The composition of this panel may be varied from
time to time by the Facility Agent in consultation with the Issuer.
c) Allocation
MUNIF
MUNIF issued shall be allocated to the Tender Panel Members (“TPM”) in
order of descending purchase price, subject to the acceptance by the Issuer.
MurYN
Except for issuing MurYN at par, the MurYN issued shall be allocated to the
TPM (unless directly placed) in order of descending purchase price. For
MurYN that is issued at par, the MurYN shall be allocated to the TPM (unless
directly placed) in order of ascending selling price. However, the allocations
are subject to the acceptance by the Issuer.
d) Underwriting Fee
The Underwriting Fee for the MUNIF shall be payable to each of the
Underwriters, based on their commitment amount as follows:
(i) A one time payment of 0.25% flat based on the face value of Murabahah
MONI payable upon the first drawdown of the facility; and
(ii) An annual fee based on the following ratings that shall be payable yearly
in advance to the Underwriters, the first shall commence and be payable
upon drawdown of the MUNIF:
Rating Underwriting Fee

MARC-1ID 0.50% pa
MARC-2ID 0.75% pa
MARC-3ID 1.00% pa
24
e) Underwritten Yield
A margin above the Cost of Funds (“COF”) of the Underwriters. The quantum
of the margin shall be based on the following assigned ratings:
Rating Yield .
MARC-1ID 0.75% p.a.
MARC-2 ID 1.00% p.a.
MARC-3 ID 1.25% p.a.
COF is hereby defined as the cost of borrowings of the respective

Underwriters for the relevant period of maturity in addition to which shall be
added the cost of maintaining Statutory Reserves and Liquid Assets (if
applicable) and/or complying with any other requirements as may be imposed
from time to time by BNM or any other regulatory authorities.
f) Underwriting Commitment
The Underwriters shall commit to purchase the MUNIF not taken up by the
TPM at their respective Underwriters’ Yield, pro-rated to their underwriting
commitment.
In the event where a successful bidder fails to pay for the tendered MUNIF on
the issue date, the face amount of the MUNIF will not be allotted to the
Underwriters. The issue size shall be reduced by the face amount of any
remaining unallocated MUNIF.
The underwriting obligation will not apply to MUNIF with respect to which the
Issuer has rejected a bid from the tender panel that is lower than the
weighted average Underwriters’ Yield.
g) Minimum Amount of Issuance

For every issuance of MUNIF and/or MurYN, the aggregate amount of each
facility shall not be less than Ringgit Malaysia Five Million (RM5,000,000.00)
nominal value.
h) Reduction of the Murabahah MONI

The Issuer shall reserve the right to reduce the MUNIF amount by informing
the Facility Agent in writing at least three (3) months prior to the reduction
date.
i) Conditions for Drawdown

The usual and customary conditions for drawdown for a facility of such nature
shall apply, including but not limited to the following, in no order of priority:-
(i) All conditions precedent shall remain in effect;
25
(ii) A certificate from the Issuer confirming that no event of default had
occurred or that it would occur as a result of the drawdown;
(iii) A confirmation from the Issuer confirming that all licenses, permits and
approvals necessary for the conduct of the Issuer and its Subsidiaries’
businesses have been duly obtained and are kept in full force and
effect;
(iv) A confirmation from the Issuer confirming that all main contracts
relevant to the existing constructions projects of EGB and its
Subsidiaries, including but not limited to the main contract for Projek
Bilik Tambahan Satu Sessi Jabatan Pendidikan Sabah (Pakej D) – Sek.
Men. Keb. Bingkor, Keningau, Sabah, have been duly executed and are
in full force and effect;
(v) At least ten (10) business days prior written notice has been given to
the Facility Agent;
(vi) Tranche 1 - Purpose 1

Certificates indicating the payment instructions to the
relevant parties must be presented to the Facility Agent;
- Purpose 2
Certificate indicating the payment instruction equivalent to
the amount of one (1) secondary note of MurYN (if any)
- Purpose 3
For any purchases of raw materials for the production of
timber and timber related products, supporting documents
including but not limited to invoices must be presented to
the Facility Agent;
- Purpose 4
(a) For any purchases, supporting documents including
but not limited to invoices must be presented to the
Facility Agent; and
(b) For the administrative costs, a three-month budget

must be represented to the Facility Agent. For the
avoidance of doubt, administrative costs shall include
all office expenditure, salaries of employees and any
necessary operating expenditure required to perform
the administrative functions of the Issuer.
26
(vii) Tranche 2 - Purpose 1

Certificate indicating the payment instruction equivalent to
the amount of one (1) secondary note of MurYN (if any)
- Purpose 2
(a) For any purchases of raw material relevant to the
construction works, supporting documents including
but not limited to invoices must be presented to the
Facility Agent; and

the administrative functions of EDSB;
- Purpose 3
(a) For any purchases, supporting documents including
but not limited to contracts and invoices must be
presented to the Facility Agent; and

the administrative functions of the Issuer.
(viii) To comply with the requirements of the FSRA 2 (if any); and
(ix) To comply with the requirements stated under the rules of FAST.
(k) Financing Documents

Standard documentation for Murabahah MONI of this nature would include,
inter-alia :-
(i) Facility Agreement;

(ii) Tender Panel Agreement;
(iii) Al Murabahah Contracts;
(iv) Security Document;
(v) Issuing Agency and Paying Agency Agreement;
(vi) Depository Agreement;
(vii) Trust Deed;
(viii) Notes; and
27
(ix) Any other legal documentation as advised by the Arranger’s solicitors.
Common Terms For The Proposed Financing Programme
a) Due Diligence
(i) A financial review of the cashflows prepared by EGB to be undertaken by

PKF; and
(ii) A legal review of EGB and its Subsidiaries to be undertaken by HSK.
b) Positive Covenants
EGB and its Subsidiaries covenant and undertake inter alia, that until all their
liabilities and obligations hereunder and under the Proposed Financing
Programme have been discharged, EGB and its Subsidiaries will, amongst
others:-
(i) Comply with all provisions of the Financing Documents;
(ii) Save as otherwise expressly contemplated in the Financing Documents,

not to amend, vary or replace any other relevant agreements relating to
the Financing Programme without the approval of the Noteholders and
Underwriters;
(iii) Execute or procure the execution of all main contracts relevant to the
existing and prospective construction projects of EGB and its
Subsidiaries, including but not limited to the main contract for Projek
Bilik Tambahan Satu Sesi Jabatan Pendidikan Sabah (Pakej D) – Sek.
Men. Keb. Bingkor, Keningau, Sabah;
(iv) Take out and maintain the necessary insurance policies (during the
periods in which such policies are relevant) to the satisfaction of the
Underwriters, Noteholders and Trustee and notify of any event which
will or may give rise to any claim or right of action under the insurances;
(v) Undertake to procure (if not yet obtained), preserve and keep in full
force and effect all licenses, permits, approvals and rights necessary for
the conduct of the Issuer and its Subsidiaries’ businesses;
(vi) Subordinate any shareholders’ advances or loans to the obligations

arising from the Proposed Financing Programme and that no repayment
and/or prepayment of such advances or loans (other than interest
payable in respect of the subordinated advances or loans) shall be
made so long as the Proposed Financing Programme remain owing;
28
(vii) Subordinate repayment of preference shares, if any, to the obligations

arising from the Proposed Financing Programme and that no repayment
and/or redemption of any such preference shares, if any, shall be made
so long as any of Proposed Financing Programme remain owing unless
such repayment and/or redemption is to be made from other sources;
(viii) Inform the Facility Agent and Trustee in writing whenever it plans to
declare, distribute or pay any dividends or make a bonus issue or any
other capital distributions for any of its financial years, together with
written confirmation that such planned declaration, distribution or
payment of dividends or bonus issue will not breach any of the
Proposed Financing Programme’s financial covenants provided that no
declaration, distribution or payment of any dividend or bonus issue shall
be made if an Event of Default or potential event of default under the
Financing Document has occurred;
(ix) Obtain the consent of the Facility Agent, SC and MARC, one (1) month
prior to any intended utilisation of the Proposed Financing Programme
in respect of construction contracts that are not included in the list of
existing and prospective contracts prior to the submission to the SC that
are secured by or awarded to the Issuer and/or its Subsidiaries;
(x) Take such steps as may have been notified by the Trustee following the
occurrence of an Event of Default or potential event of default to remedy
or mitigate the effect of that Event of Default or potential event of default
or any other steps as the Trustee may reasonably request in the
circumstances;
(xi) Open and maintain the required Designated Accounts and pay all
amounts into such accounts, and make all payments from such
accounts only as required and permitted under the Financing
Documents;
(xii) Promptly notify the Facility Agent and Trustee of any default or Event of
Default under or in relation to any of the Financing Documents or any
other contractual obligation of the Issuer and its Subsidiaries or any
litigation, investigation, arbitration or proceeding before any court or
government regulatory agency affecting the Issuer and/or any of its
Subsidiaries, which if adversely determined, could have a material
effect or materially impair the businesses, operations, properties,
financial or other conditions of the Issuer and/or any of its Subsidiaries
abilities to carry on their normal course of businesses;
(xiii) The Issuer and its Subsidiaries will issue all required invoices and/or
bills promptly to debtors and will use all reasonable endeavours to
collect and obtain all monies becoming due to the Issuer and its
Subsidiaries;
29
(xiv) Maintain an accounting system and keep adequate records in

compliance with applicable statutory requirements and in accordance
with generally accepted accounting principles in Malaysia;
(xv) Deliver to the Trustee within ninety (90) days of the end of each
financial year, and within sixty (60) days of each half year period its
financial statements for that period which shall also contain detailed
calculation of the required financial ratios, together with certificate by
two (2) of its directors, to the effect that such financial statements
present a true and fair view;
(xvi) Deliver to the Trustee a certificate signed on EGB’s behalf by the

authorised signatory of EGB certifying whether or not EGB is in
compliance with the Financial Covenants set out below and including
calculations relating to such Financial Covenants no later than:
(a) Simultaneously with delivering the relevant semi annually

unaudited financial statements (and in any event within 60 days
after the end of each half year of EGB’s financial years),
(b) Simultaneously with delivering its audited financial statements

(and in any event within 90 days after the end of each of EGB’s
financial years);
(xvii) Punctually pay all of their finance obligations within any specified grace
period; and
(xviii) Carry on and conduct their affairs and businesses with due diligence
and efficiency and in accordance with sound financial and commercial
standards and practices.
c) Negative Covenants
EGB and its Subsidiaries shall covenant and undertake inter-alia that, from
the first issue date of the Proposed Financing Programme until all their
liabilities and obligations hereunder and under the Proposed Financing
Programme have been discharged, EGB and its Subsidiaries will not without
the written consent of the Trustee or the Facility Agent (as the case may be)
first had and obtained:
(i) Negative Pledge: create or attempt to create any Security Interest upon,
or permit any Security Interest to arise on, subsist or affect, all or any
part of their rights, undertakings, businesses or assets, other than any
permitted encumbrances;
(ii) Authorised and Issued Paid-Up Capital and Change in Existing

Controlling Shareholders and their respective shareholdings: reduce its
authorised and issued paid-up share capital and register or permit any
30
change in its existing controlling shareholders or their respective

shareholdings in EGB as at the date hereof;
(iii) Render void: do or suffer to be done any act, matter or thing whereby
any insurance may be rendered void, voidable or incapable of being
effected, maintained or renewed, nor do any other act nor permit any
other act to be done whereby any such insurance or any provision
thereof may be suspended, impaired or defeated;
(iv) Financing Documents: surrender, transfer, assign, relinquish or

otherwise dispose any of their rights and interests under the Financing
Documents;
(v) Loans and advances etc.: make or permit to exist any loans or lend or
make advances to others or provide or extend any credit or
accommodation or guarantee or provide any indemnity or assurance
against loss to or for the benefit of any person, enterprise or company
or act as surety or otherwise voluntarily assume any liability, whether
actual or contingent (other than for the purpose of normal trade credit or
trade guarantees in the ordinary course of business);
(vi) Memorandum or Articles of Association: amend any provisions of their

Memorandum or Articles of Association, which may have a material
adverse effect on the EGB’s and its Subsidiaries’ ability to meet their
obligations under the Proposed Financing Programme;
(vii) Business Nature: carry on any business other than the authorised
businesses in accordance with the exercise of their rights and the
performance of their obligations under the Financing Documents;
(viii) Major Capital Expenditure: make or incur any other major capital
expenditure except as contemplated under the Financing Documents or
capital expenditure arising out of the carrying on of the authorised
business which are approved by the Majority BaIDSholders, Majority
Underwriters and Majority Noteholders;
(ix) Declare/Payout of Dividends: declare or pay out any dividend on share

capital including preference shares and/or interest on subordinated
advances/loan stocks if the FSCR is less than 1.75 times or would be
less than 1.75 times if recalculated immediately after the payment of
any dividend or interest or any such distribution;
(x) Indebtedness: create, incur, assume, guarantee or permit to exist any

indebtedness except:
(a) Any indebtedness arising from the Proposed Financing Programme;
(b) Any other indebtedness which has been disclosed in writing by the
Company to the Trustee prior to the issue date(s) of the Proposed
Financing Programme and any indebtedness which has been
approved by the Majority BaIDSholders, Majority Underwriters and
31
Majority Noteholders;
(c) Any advances made to the Issuer by the directors or shareholders

or any loan stock issued by the Issuer to its shareholders which are
subordinated to the Proposed Financing Programme; and
(d) Any other negative covenants as may be imposed by the authorities
and/or advised by the Solicitors to the documentation.
d) Financial Covenants
(i) The Group shall maintain a Gearing Ratio (Finance/Shareholders’

Funds) less than 1.25 times at all times during the tenure of the
Financing Programme.
(a) Finance is defined as the aggregate of amounts outstanding arising

from all borrowings obtained including the aggregate of all monies
whether principal and financing charges payable under the
Proposed Financing Programme and all actual or contingent
liabilities of the Group (excluding trade lines); and
(b) Shareholders’ Funds is defined to include the amount standing to

the credit of all reserves of the Group, paid-up capital, share
premium, dividends declared that have not been paid,
shareholders’ advances that are subordinated to the Proposed
Financing Programme in principal and profit payments and retained
earnings; and
(ii) The Group shall maintain a minimum Finance Service Cover Ratio
(“FSCR”) of 1.50 times at all times commencing from the date that shall
be determined later.
“FSCR” is defined as the ratio of cumulative Available Cashflows to the

Group’s indebtedness due during the next six (6) months. This ratio is
to be tested semi-annually in accordance with the Positive Covenants.
The above covenants are not exhaustive and may be subject to other covenants
imposed by the authorities and/or advised by the Solicitors to the documentation.
e) Available Cashflows
At any point of time, the sum (on consolidated basis) of :-
i) all amounts (including any such amounts that are of a non-recurring or

extraordinary nature) which should be credited to the profit and loss
account of the Issuer and which are received by the Group during such
period;
ii) monies standing in the Designated Accounts; and
32
iii) proceeds of insurance claims.
Less :
i) operating expenses incurred in the ordinary course of business of

operation of the Group including, but not limited to, the approved tax,
operating and capital expenditure;
ii) taxes (to the extent not included in the operating expenses);
iii) payments which are required to be credited into the SFAs in order to
maintain the required amount; and
iv) payments made under any other contract or agreement entered into by
the Group.
f) Purchases and Cancellation
The Issuer may at any time purchase the BaIDS and/or the MurYN in the
open market at any price or by private treaty. The BaIDS and/or MurYN
purchased will be cancelled and may not be resold or reissued.
g) Compensation For Late Payments
In the event of overdue payment of any amount due under the Proposed
Financing Programme, the Issuer shall pay to the Noteholders compensation
on the overdue amount at the rate and manner prescribed by SC and BNM.
h) Blackout
From the date of the appointment of the Lead Arranger to the date falling
thirty (30) days after the Issue Date, the Issuer will ensure that no other
borrowings or debt instruments or securities issued or guaranteed by the
Issuer and its Subsidiaries 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 Proposed
Financing Programme.
i) Adverse Market
The Lead Arranger/ Underwriters/ Primary Subscribers reserve the right to

withdraw from or terminate or restructure the Proposed Financing
Programme or any part thereof if there occurs any change in the national or
international financial, political or economic conditions, including but not
33
limited to adversities in domestic or international money, capital or syndicated

loan markets, the Issuer’s business activities or financial position which in the
opinion of the Lead Arranger/ Underwriters/ Primary Subscribers will
materially affect the offering, distribution and dealings of the Islamic Debt
Securities/ Notes in the secondary market and/or successful completion of
this transaction.
j) Expenses
All costs and expenses incidental to the issuance of the Proposed Financing
Programme including printing fee, rating fee, legal fee, fees charged by the
relevant authorities and out-of-pocket expenses shall be for the account of
EGB.
k) Taxes
All payments shall be made free and clear of all present and future taxes,
duties, withholdings or other deductions whatsoever imposed by the
Government or any political sub-division or tax authority thereof.
l) Governing Law
Laws of Malaysia.
34

Evermaster Group - PTC

Загружено:

Сведения о документе

Авторское право

Доступные форматы

Поделиться этим документом

Поделиться или встроить документ

Параметры публикации

Этот документ был вам полезен?

Это неприемлемый материал?

Авторское право:

Доступные форматы

Evermaster Group - PTC

Загружено:

Авторское право:

Доступные форматы

Principal Terms and Conditions

EVERMASTER GROUP BERHAD

Evermaster Group Berhad (334221-A) (“EGB ” or the “Issuer”)

Lot 6, Likas Light Industrial Centre

20 February 1995, Kuala Lumpur

o 8 January 1997 - Second Board of Kuala Lumpur Stock Exchange

Resident controlled company; and

EGB is principally engaged in investment holding. The principal activities of

Subsidiaries Principal Activities

Board of Directors as at 30 June 2003

Name Designation Nationality

The substantial shareholders of EGB as at 30 June 2003, are as follows:-

Directors’ shareholdings as at 30 June 2003, are as follows:

Authorised and Paid-up Capital as at 30 June 2003

Authorised Issued and paid-up

69,996,500.00 ordinary 69,996,500.00 ordinary shares

PRINCIPAL TERMS AND CONDITIONS

2. Names of parties involved in the proposed transaction

Abrar Discounts Berhad (122437-M) (“ABRAR”)

o JS Valuers Property Consultants (E.M) Sdn. Bhd. (T.265178-T); and

Messrs. Hisham, Sobri & Kadir (“HSK”)

Mulpha Capital Markets Sdn. Bhd. (416961-W) (“MCM”)

Malaysian Trustees Berhad (21666-V) (“Malaysian Trustees”).

Primary Subscribers and amount subscribed

Underwriters and amount underwritten

MUNIF & MurYN

PKF Chartered Accountants (AF 0911) (“PKF”).

MUNIF & MurYN

Malaysian Rating Corporation Berhad (364803-V) (“MARC”).

Proposed Islamic Debt Securities Financing Programme (“Proposed Financing

5. Issue Size (RM)

7. Tenor of the Facility / Issue

Series Amount Tenure

Tranche Amount Tenure

9. Profit Payment Frequency

10. Interest/ Coupon/ Profit Payment Basis

11. Yield To Maturity

Series Yield To Maturity

12. Security / Collateral

The Proposed Financing Programme shall be secured by the following:-

5) Assignment of proceeds received from all existing and prospective

There shall be a security sharing arrangement between the BaIDS and

13. Details of Utilization of Proceeds

BaIDS 1. Refinancing the Group’s existing bank borrowings of up 48,000,000.00

GRAND TOTAL 90,000,000.00

14. Designated Accounts

EGB is required to establish the following designated accounts (the “Designated

a) Proceeds Accounts (“PA”)

b) Construction Contracts Account (“CCA”)

(“Majority Underwriters” is defined as underwriters with an aggregate

c) Commodity Reserve Account (“CRA”)

(a) Towards meeting requirements in the SFAs in relation to principal

d) Sinking Fund Accounts (“SFA”)

e) Finance Service Reserve Accounts (“FSRA”)

Upon full redemption of the Proposed Financing Programme, the Designated

An indicative long-term rating of ‘AID’ and short term rating of ‘MARC-2ID’

16. Form and Denomination

The Primary Global Certificates shall be in the denomination of RM1,000,000.00

17. Mode of Issue

18. Selling Restriction

19. Listing Status

20. Minimum Level of Subscription

21. Other regulatory approvals required

Apart from the SC, no other regulatory approval is required.