Indicative Terms and Conditions

PROPOSED ISSUANCE OF BANK GUARANTEED BONDS COMPRISING SERIAL BONDS OF UP TOUP TO RM250 MILLION

FACILITY / : / A serial bonds issue (“Serial Bonds”) of up to up to RM250 million to be secured by a bank guarantee
LEAD ARRANGER AND PRINCIPAL ADVISER / : / Aseambankers Malaysia Berhad
PURPOSE / : / The proceeds of the Serial Bonds shall be utilized to refinance outstanding bank borrowings
ISSUE DATE / : / Unless extended, the Serial Bonds are to be issued in one lump sum within six (6) months from the date of the Securities Commission’s (“SC”) approval
ISSUE SIZE
/ : / Up to Up to RM250.0 million nominal value
ISSUE PRICE / : / The Serial Bonds shall be issued at par
ISSUE AMOUNT AND TENURE
/ : / Series / Tenure
(years from issue date) / Nominal Value
(RM’ million)
1 / 4 / 50
2 / 5 / 70
3 / 6 / 80
4 / 7 / 50
STATUS/RANKING
/ : / The Serial Bonds shall constitute direct, unconditional and unsecured 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, subject to those preferred by law and the transaction documents.
LISTING
/ : / The Serial Bonds will not be listed on the Kuala Lumpur Stock Exchange or any other stock exchange.
REDEMPTION
/ : / Unless purchased and cancelled, the Serial Bonds will be redeemed by the Issuer at 100% of their nominal value on their respective maturity dates.

PROPOSED ISSUANCE OF BANK GUARANTEED REDEEMABLE CONVERTIBLE BONDS OF UP TO UP TO RM100 MILLION

FACILITY / : / Redeemable Convertible Bonds (“RCB”) of up to up to RM100 million to be secured by a bank guarantee
LEAD ARRANGER AND PRINCIPAL ADVISER / : / Aseambankers Malaysia Berhad
STRUCTURING ADVISER AND BOOK RUNNER / : / Pacific Alliance Capital Sdn Bhd
PURPOSE / : / The proceeds of the RCB shall be utilized to refinance outstanding bank borrowings
ISSUE SIZE / : / Up to Up to RM100.0 million nominal value
ISSUE PRICE / : / 100% of the nominal value of RCB
TENURE / : / Seven (7) years from date of issuance
COUPON RATE / : / 4.5% per annum
MODE OF CONVERSION / : / The RCB are convertible into ordinary shares of Boustead (“Boustead Shares”) by surrendering for cancellation a corresponding parnominal value of the RCB to the Conversion Price for every one (1) new ordinary share of RM0.50 each at any time during the Conversion Period.
CONVERSION RIGHTS / : / Each RCB entitles the holder to convert for one (1) new ordinary shares of RM0.50 each in Boustead at the Conversion Price at any time during the Conversion Period. Any fraction of a share resulting from such conversion shall be disregarded and the Board of Boustead reserve the right to deal with such new ordinary shares, which represents fractional interests in such manner, and on such terms they deem beneficial to the CompanyBoustead. no payment shall be made by Boustead in respect of such fractions.
CONVERSION PERIOD / : / The holder of the RCB may exercise rights to surrender the RCB for conversion into fully paid-up new ordinary shares of RM0.50 each in Boustead at any time commencing the issuance of RCB and ending at 5.00pm on the Maturity Date.
CONVERSION PRICE / : / The conversion price of the RCB will be fixed at a premium indicatively at [20%] from the theoretical ex-right price after taking into consideration the five (5) days weighted average market price of Boustead’s shares prior to the price fixing date or at par, whichever is higher at any time after the Securities Commission’s approval.
REDEMPTION / : / Unless previously converted, redeemed or purchased and cancelled, the RCB will be redeemed by the Issuer on the Maturity Date at approximately 120% of the Issue Price.
CALL OPTION / : / The Issuer may redeem all but not part of the RCB at any time on or after the expiry of three (3) years from the Issue Date of the RCB at an accreted value, which is subject to 130% trigger.
MATURITY DATE / : / The date preceding the seventh (7th) anniversary of the date of issuance of the RCB. The outstanding amount of RCB that is not converted into shares will be fully redeemed at maturity date.
STATUS/RANKING / : / The RCB shall constitute direct, unconditional and unsecured 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, subject to those preferred by law and the transaction documents.
RANKING OF NEW BOUSTEAD SHARES / : / The new Boustead Shares to be issued pursuant to the conversion of the RCB will, upon allotment and issue, rank pari passu in all respects with the then existing Boustead Shares except that they will not be entitled to any dividends, rights, allotments and/or other distributions the entitlement date of which precedes the date of allotment of the new Boustead Shares.