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									Table C

Proforma effects of the Proposals on the issued and paid-up share capital of CHG

The proforma effects of the Proposals on the issued and paid-up share capital of CHG are set out as
follows:

                                                                                        No. of Shares           No. of ICULS
                                                                                                 ’000                    ’000
Existing share capital as at 15 August 2002                                                   47,850                        -
                                                                                              *i
Arising from the Proposed Capital Reduction                                                        (9,570)                     -
After the Proposed Capital Reduction                                                               38,280                      -
                                                                                             *ii
Arising from the Proposed Rights Issue                                                             21,533                      -
After the Proposed Rights Issue                                                                    59,813                      -
                                                                                                   *iii                         -
Arising from the Proposed Undertaking to Exercise                                                         187
                                                                                                                                -
After the Proposed Undertaking to Exercise                                                         60,000
                                                                                                                       *iv
Arising from the Proposed ICULS Issue                                                                       -             72,354
After the Proposed ICULS Issue                                                                     60,000                 72,354
                                                                                             *v                      *v
Arising from the full conversion of ICULS                                                          72,354              (72,354)
After the full conversion of ICULS                                                           132,354                           -
                                                                                            *vi
Arising from the full exercise of the Rights Warrants                                              21,345                      -
Enlarged issued and paid-up share capital                                                    153,699                           -

Notes:
*i
          Based on the reduction of the issued and paid-up share capital of CHG by cancelling RM0.20 from every existing Share and the
          consolidation of five (5) resultant shares of RM0.80 each into four (4) new Shares.
*ii
          Assuming the issuance of 21,532,501 Rights Shares at an issue price of RM1.00 per Rights Share pursuant to the Proposed
          Rights Issue.
*iii
          Assuming the exercise of a total of 187,497 Rights Warrants by Mr. Francis Foo See Yuan and Mr. Lum Weng Loy immediately
          after the Proposed Rights Issue in order for CHG to meet the minimum issued and paid-up share capital of RM60 million
          required for listing on the Main Board of the KLSE (“Proposed Undertaking to Exercise”).
*iv
          Assuming the issuance of the maximum of RM72,354,000 nominal value ICULS at an issue price of 100% of its nominal value.
*v
          For illustrative purposes, the 72,354,000 Shares are assumed issued pursuant to the conversion of the maximum of
          RM72,354,000 nominal value ICULS at a conversion price of RM1.00 per Share.
*vi
          For illustrative purposes, 21,345,004 Shares are assumed issued pursuant to the exercise of the remaining 21,345,004 Rights
          Warrants at an exercise price of RM1.00 per Share.


The Proposed Capital Increase would not have any effects on the issued and paid-up share capital.




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Table F

The Principal Indicative Terms of the Proposed CHG RSLS Issue

Issuer                   :   CHG
Nominal Value and Type   :   Up to RM23,547,000 Nominal Value RSLS
of Securities
Issue Price              :   At approximately 81.97% of the Nominal Value
Nominal Value per CHG    :   RM1.00
RSLS
Issue Amount             :   Up to RM19,300,486
Form and Denomination    :   The CHG RSLS shall be issued in accordance with the following:
                             (i)     The “Code of Conduct and Market Practices for the Malaysian
                                     Corporate Bond Market” prepared by the Institut Peniaga Bon
                                     Malaysia and approved by Bank Negara Malaysia (“BNM”); and
                             (ii)    The “Rules on the Scripless Securities under the Real Time Electronic
                                     Transfer of Funds and Securities” (“RENTAS”) system issued by the
                                     BNM, or their replacement thereof.
                             The CHG RSLS shall be represented by a global certificate to be deposited
                             with BNM and issued in denominations and multiples of RM1 at the time of
                             issuance and is exchangeable for definitive bearer form only in certain limited
                             circumstances
Tenure                   :   Six (6) years commencing from and including the date of issue of the CHG
                             RSLS
Coupon                   :   4.0% per annum calculated on nominal value of the CHG RSLS, payable semi-
                             annually in arrears from the date of issuance
Redemption, Repurchase   :   (i)     Unless previously redeemed or repurchased and cancelled, the CHG
and Cancellation                     RSLS will be redeemed by the Issuer at 30%, 30% and 40% of its
                                     nominal value in cash on the fourth, fifth and sixth anniversary dates of
                                     the issuance date respectively;
                             (ii)    The Issuer may at any time repurchase the CHG RSLS or otherwise
                                     acquire the CHG RSLS at any price from the existing holders or by
                                     private treaty. The CHG RSLS repurchased in this manner shall be
                                     cancelled and may not be reissued or resold; and
                             (iii)   The Issuer may redeem wholly or partly any outstanding CHG RSLS at
                                     any time during the tenure of the CHG RSLS at a price which will
                                     provide an effective annual yield of 8.62% per annum with reference to
                                     the Issue Price
Proposed Security        :   (i)     Third party third charge on the land and buildings of CHGPly. This
                                     third party third charge shall rank pari passu with the third party second
                                     charge on the same assets provided for the ChengHin RSLS.
                             (ii)    Third party third charge on the land and buildings of ChengHin. This
                                     third party third charge shall rank pari passu with the third party second
                                     charge on the same assets provided for the CHGPly RSLS; and
                             (iii)   Third party third charge on the land of Hing Soon Development. This
                                     third party third charge shall rank pari passu with the third party second
                                     charge on the same assets provided for the ChengHin RSLS.
Conversion               :   Not convertible into shares of CHG under any circumstances
Purpose                  :   The CHG RSLS is issued pursuant to the Proposed Debts Restructuring.
Rating and Rating        :   The CHG RSLS will not be rated
Agency



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Status              :   The CHG RSLS will constitute direct, unconditional and secured obligations
                        of the Issuer and shall at all times rank pari passu, without discrimination,
                        preference or priority amongst themselves and at least pari passu with all other
                        present and future unsecured and unsubordinated obligations of the Issuer
Transferability     :   Not transferable and not tradable
Events of Default   :   Including but not limited to the following:
                        (i)     Failure by CHG to any pay amount due from it, under the CHG RSLS
                                on the due date or on demand, if so payable;
                        (ii)    Default by CHG on any of its other indebtedness, (including the
                                ICULS); and

                        (iii)   Cross default by CHGPly and/or ChengHin, i.e. failure by CHGPly
                                and/or ChengHin to pay any amounts due from them under the
                                CHGPly RSLS, ChengHin RSLS or any other indebtedness of CHGPly
                                or ChengHin, as the case may be, on the relevant due dates or on
                                demand if so payable
Listing             :   The CHG RSLS will not be listed on the KLSE
Governing Law       :   The laws of Malaysia




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Table G

The Principal Indicative Terms of the CHGPly RSLS

Issuer                   :   CHGPly
Nominal Value and Type   :   Up to RM72,096,000 Nominal Value RSLS
of Securities
Issue Price              :   At approximately 83.33% of the Nominal Value
Nominal Value per        :   RM1.00
CHGPly RSLS
Issue Amount             :   Up to RM60,079,448
Form and Denomination    :   The CHGPly RSLS shall be issued in accordance with the following:
                             (i)     The “Code of Conduct and Market Practices for the Malaysian
                                     Corporate Bond Market” prepared by the Institut Peniaga Bon
                                     Malaysia and approved by Bank Negara Malaysia (“BNM”); and
                             (ii)    The “Rules on the Scripless Securities under the Real Time Electronic
                                     Transfer of Funds and Securities” (“RENTAS”) system issued by the
                                     BNM, or their replacement thereof
                             The CHGPly RSLS shall be represented by a global certificate to be deposited
                             with BNM and issued in denominations and multiples of RM1 at the time of
                             issuance and is exchangeable for definitive bearer form only in certain limited
                             circumstances
Tenure                   :   Six (6) years commencing from and including the date of issue of the CHGPly
                             RSLS
Coupon                   :   4.0% per annum calculated on nominal value of the CHGPly RSLS, payable
                             semi-annually in arrears from the date of issuance
Redemption, Repurchase   :   (i)     Unless previously redeemed or repurchased and cancelled, the CHGPly
and Cancellation                     RSLS will be redeemed by the Issuer at 10%, 10%, 20%, 30% and
                                     30% of its nominal value in cash on the second, third, fourth, fifth and
                                     sixth anniversary dates of the issuance date respectively;
                             (ii)    The Issuer may at any time repurchase the CHGPly RSLS or otherwise
                                     acquire the CHGPly RSLS at any price from the existing holders or by
                                     private treaty. The CHGPly RSLS repurchased in this manner shall be
                                     cancelled and may not be reissued or resold; and
                             (iii)   The Issuer may redeem wholly or partly any outstanding CHGPly
                                     RSLS at any time during the tenure of the CHGPLY RSLS at a price
                                     which will provide an effective annual yield of 8.69% per annum with
                                     reference to the Issue Price
Proposed Security        :   (i)     First charge on the land and buildings of CHGPly;
                             (ii)    Third party first charge on the land of Hing Soon Development; and
                             (iii)   Third party second charge on the land and buildings of ChengHin. This
                                     third party second charge shall rank pari passu with the third party third
                                     charge on the same assets to be provided for the CHG RSLS.
Conversion               :   Not convertible into shares of CHG under any circumstances
Purpose                  :   The CHGPly RSLS is issued pursuant to the Proposed Debts Restructuring

Rating and Rating        :   The CHGPly RSLS will not be rated
Agency




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Status              :   The CHGPly RSLS will constitute direct, unconditional and secured
                        obligations of the Issuer and shall at all times rank pari passu, without
                        discrimination, preference or priority amongst themselves and at least pari
                        passu with all other present and future secured and unsubordinated obligations
                        of the Issuer
Transferability     :   Not transferable and not tradable
Events of Default   :   Including but not limited to the followings:
                        (i)     Failure by CHGPly to pay amounts due from it under the CHGPly
                                RSLS Issue on the due date or on demand, if so payable;
                        (ii)    Default by CHGPly on any of its other indebtedness; and
                        (iii)   Cross default by CHG and/or ChengHin, i.e. failure by CHG and/or
                                ChengHin to pay any amounts due from them under the CHG RSLS,
                                ICULS, ChengHin RSLS or any other indebtedness of CHG or
                                ChengHin, as the case may be, on the relevant due dates or on demand
                                if so payable
Listing             :   The CHGPly RSLS will not be listed on the KLSE
Governing Law       :   The laws of Malaysia




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Table H

The Principal Indicative Terms of the ChengHin RSLS


Issuer                   :   ChengHin
Nominal Value and Type   :   Up to RM22,145,000 Nominal Value RSLS
of Securities
Issue Price              :   At approximately up to 83.33% of the Nominal Value
Nominal Value per        :   RM1.00
ChengHin RSLS
Issue Amount             :   Up to RM18,453,693


Form and Denomination    :   The ChengHin RSLS shall be issued in accordance with the following:
                             (i)     The “Code of Conduct and Market Practices for the Malaysian
                                     Corporate Bond Market” prepared by the Institut Peniaga Bon
                                     Malaysia and approved by Bank Negara Malaysia (“BNM”); and
                             (ii)    The “Rules on the Scripless Securities under the Real Time Electronic
                                     Transfer of Funds and Securities” (“RENTAS”) system issued by the
                                     BNM, or their replacement thereof.
                             The ChengHin RSLS shall be represented by a global certificate to be
                             deposited with BNM and issued in denominations and multiples of RM1 at the
                             time of issuance and is exchangeable for definitive bearer form only in certain
                             limited circumstances
Tenure                   :   Six (6) years commencing from and including the date of issue of the
                             ChengHin RSLS
Coupon                   :   4.0% per annum based on nominal value of the ChengHin RSLS, payable
                             semi-annually in arrears from the date of issuance
Redemption, Repurchase   :   (i)     Unless previously redeemed or repurchased and cancelled, the
and Cancellation                     ChengHin RSLS will be redeemed by the Issuer at 10%, 10%, 20%,
                                     30% and 30% of its nominal value in cash on the second, third, fourth,
                                     fifth and sixth anniversary dates of the issuance date respectively;
                             (ii)    The Issuer may at any time repurchase the ChengHin RSLS or
                                     otherwise acquire the ChengHin RSLS at any price from the existing
                                     holders or by private treaty. The ChengHin RSLS repurchased in this
                                     manner shall be cancelled and may not be reissued or resold; and
                             The Issuer may redeem wholly or partly any outstanding ChengHin RSLS at
                             any time during the tenure of the ChengHin RSLS at a price which will
                             provide an effective annual yield of 8.69% per annum with reference to the
                             Issue Price
Proposed                 : (i)       First charge on the land and buildings of ChengHin;
Security
                             (ii)    Third party second charges on the land and buildings of CHGPly; and
                             (iii)   Third party second charges on the land of Hing Soon Development
                             The third party second charges on the assets as set out in paragraph (ii) and (iii)
                             above shall rank pari passu with the third party third charges on the same assets
                             to be provided for the CHG RSLS
Conversion               :   Not convertible into shares of CHG under any circumstances
Purpose                  :   The ChengHin RSLS is issued pursuant to the Proposed Debts Restructuring of
                             the CHG Group.




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Rating and Rating   :   The ChengHin RSLS will not be rated
Agency
Status              :   The ChengHin RSLS will constitute direct, unconditional and secured
                        obligations of the Issuer and shall at all times rank pari passu, without
                        discrimination, preference or priority amongst themselves and at least pari
                        passu with all other present and future unsecured and unsubordinated
                        obligations of the Issuer
Transferability     :   Not transferable and not tradable
Events of Default   :   Including but not limited to the followings:
                        (i)     Failure by ChengHin to pay amounts due from it under the ChengHin
                                RSLS Issue on the due date or on demand, if so payable;
                        (ii)    Default by ChengHin on any of its other indebtedness; and
                        (iii)   Cross default by CHG and/or CHGPly, i.e. failure by CHG and/or
                                CHGPly to pay any amounts due from them under the CHG RSLS,
                                ICULS, CHGPly RSLS or any other indebtedness of CHG or CHGPly,
                                as the case may be, on the relevant due dates or on demand if so
                                payable
Listing             :   The ChengHin RSLS will not be listed on the KLSE
Governing Law       :   The laws of Malaysia




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Table I

The Principal Indicative Terms of the ICULS

Issuer                    :   CHG
Nominal Value and Type    :   Up to RM72,354,000 Nominal Value ICULS
of Securities
Issue Price               :   At 100% of the Nominal Value
Nominal Value per         :   RM1.00
ICULS
Issue Amount              :   Up to RM72,354,000
Form and Denomination     :   The ICULS shall be issued in accordance with the following:
                              (i)    The “Code of Conduct and Market Practices for the Malaysian
                                     Corporate Bond Market” prepared by the Institut Peniaga Bon
                                     Malaysia and approved by Bank Negara Malaysia (“BNM”); and
                              (ii)   The “Rules on the Scripless Securities under the Real Time Electronic
                                     Transfer of Funds and Securities” (“RENTAS”) system issued by the
                                     BNM, or their replacement thereof.
                              The ICULS shall be represented by a global certificate to be deposited with
                              BNM and issued in denominations and multiples of RM1 at the time of
                              issuance and is exchangeable for definitive bearer form only in certain limited
                              circumstances
Tenure                    :   Three (3) years commencing from and including the date of issue of the
                              ICULS
Purpose                   :   The ICULS is issued pursuant to the Proposed Debts Restructuring of the CHG
                              Group
Rating and Rating         :   ICULS are not rated
Agency

Coupon                    :   4.5% per annum calculated on nominal value of the ICULS, payable semi-
                              annually in arrears from the date of issuance
Repurchase and            :   The Issuer may at any time repurchase the ICULS or otherwise acquire the
Cancellation                  ICULS at any price from the existing holders by private treaty. The ICULS
                              repurchased in this manner shall be cancelled and may not be reissued or
                              resold.
Conversion Period/        :   The ICULS are irredeemable and are automatically converted into new Shares
Conversion Date               on the third (3rd) anniversary date of the ICULS, based on the Conversion
                              Mode
Conversion Price          :   At a fixed conversion price of RM1.00 for each new Share subject to
                              adjustments in accordance with the provision of the Trust Deed
Conversion Mode           :   The ICULS will be converted into new Shares each on the following ratio:
                              No. of new
                              Shares          =           Nominal value of ICULS to be converted
                                                       Conversion Price per ICULS
Status of ICULS           :   The ICULS will be unsecured and shall at all times rank pari passu in all
                              respects without discrimination or preference among themselves and at least
                              pari passu with all other present and future unsecured and unsubordinated
                              obligations of the Issuer




                                                  8
Status of New Shares                               :     The new Shares to be issued pursuant to the conversion of the ICULS shall,
                                                         upon allotment and issue, rank pari passu in all respects with the existing
                                                         Shares save and except that they shall not be entitled to any dividends, rights,
                                                         allotments and/or other distributions, unless the allotment of the new Shares
                                                         were made on or prior to the date of Entitlement Date
Transferability                                    :     Not transferable and not tradable
Events of Default                                  :     Including but not limited to the followings:
                                                         (i)           Failure by CHG to pay any amount due from it under the ICULS Issue
                                                                       on the due date or on demand, if so payable;
                                                         (ii)          Default by CHG on any of its other indebtedness (including the CHG
                                                                       RSLS); and

                                                         (iii)         Cross default by CHGPly and/or ChengHin, i.e. failure by CHGPly
                                                                       and/or ChengHin to pay any amounts due from them under the
                                                                       CHGPly RSLS, ChengHin RSLS or any other indebtedness of CHGPly
                                                                       or ChengHin as the case may be, on the relevant due dates or on
                                                                       demand, if so payable
Voting Rights                                            Prior to conversion of the ICULS, the ICULS holders would not have the right
                                                         to vote at any general meeting of CHG unless the meeting is convened for the
                                                         purpose of reducing the capital, or winding up, or sanctioning a sale of the
                                                         principal undertakings or business(es) of CHG, or where the proposition to be
                                                         submitted to the meeting directly affects the rights of the ICULS holders
Adjustments to                                     :     The Conversion Price will be adjusted as provided in the Trust Deed, at the
Conversion Price and                                     determination of the Issuer, in all or any of the following cases:
Conversion Rights
                                                         (i)           an alteration of the par value of the Shares by reason of consolidation
                                                                       or subdivision; and/or
                                                         (ii)          a bonus issue of fully paid-up Shares by CHG; and/or
                                                         (iii)         a capital distribution to shareholders made by CHG whether on a
                                                                       reduction of capital or otherwise, but excluding any cancellation of
                                                                       capital which is lost or unrepresented by assets; and/or
                                                         (iv)          a rights issue of Shares by CHG; and/or
                                                         (v)           any other circumstances that are deemed necessary.
                                                         Under no circumstances will any adjustment result in the Conversion Price
                                                         falling below the par value of the Shares for the time being. No adjustment to
                                                         the Conversion Price shall be made unless it has been certified by a Merchant
                                                         Bank or the auditors of the Issuer
Listing                                            :     The ICULS will not be listed on the KLSE. However, an application will be
                                                         made to the KLSE for the listing of and quotation for the new Shares be issued
                                                         pursuant to the conversion of the ICULS
Governing Law                                      :     The laws of Malaysia

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