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NEW IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES IN TATT GIAP GROUP BERHAD ("TATT GIAP") ("ICPS") ISSUED PURSUANT TO THE RENOUNCEABLE RIGHTS ISSUE OF UP TO 682,453,608 NEW ICPS AT AN ISSUE PRICE OF RM0.06 PER ICPS TOGETHER WITH UP TO 85,306,701 FREE DETACHABLE WARRANTS IN TATT GIAP ("WARRANTS") ON THE BASIS OF 8 ICPS TOGETHER WITH 1 FREE WARRANT FOR EVERY 2 EXISTING ORDINARY SHARES IN TATT GIAP HELD BY THE ENTITLED SHAREHOLDERS OF TATT GIAP AT 5.00 P.M. ON 3 DECEMBER 2018 ("ENTITLED SHAREHOLDERS")
Please refer to below.
No dividend shall be paid during the tenure of the ICPS, unless otherwise declared by the Company. The Company has full discretion and subject to the availability of working capital to decide on whether to declare any dividends. Dividends, if declared, shall be non-cumulative with an indicative targeted dividend rate of 3% per annum calculated based on the issue price of the ICPS from and including the date of issuance of the ICPS until the date of conversion or maturity of the ICPS, whichever is earlier. Any dividends declared shall be payable annually in arrears and be in priority over the ordinary shares of the Company. The Company may defer, in part or in whole, the declaration and payment of preferential dividends depending on availability of distributable profits.
The ICPS may be converted into new fully-paid Shares at the Conversion Price in the following manner: (i) by surrendering 2 ICPS (which are issued at an issue price of RM0.06 each) without additional cash payment to arrive at the Conversion Price of RM0.12 for 1 new Share; or (ii) by surrendering 1 ICPS (which is issued at an issue price of RM0.06 each) with additional cash payment of RM0.06 to arrive at the Conversion Price of RM0.12 for 1 new Share. Premised on the terms of the ICPS, subject to adjustments, the ICPS can be converted into new Tatt Giap Shares on any market day commencing on and including the issue date of the ICPS up to and including the maturity date of the ICPS. Any remaining ICPS that are not converted by the maturity date shall be mandatorily converted into new Tatt Giap Shares at the conversion ratio of 2 ICPS for every 1 new Tatt Giap Share. If the conversion results in a fractional entitlement to Tatt Giap Shares, such fractional entitlement shall be disregarded and no refund or credit, whether in the form of the ICPS, cash or otherwise, shall be given in respect of the disregarded fractional entitlement. If the maturity date of the ICPS falls on a non-market day, then it will fall on the preceding market day. This announcement is dated 2 January 2019.