Professional Documents
Culture Documents
(a) Issuer
vi. Status :
Resident / non- Resident controlled company
resident
controlled
company
Bumiputra / Non-Bumiputera controlled company
non-bumiputra
company
viii. Board of Directors The Board of Directors for Maxtral as at 19 October 2005 are as
follows:
1. Chen Shou-Ren (Executive Chairman)
2. Lau Mei Yong @ Lau Mii Yong (Managing Director)
3. Chen Rong-Chuan (Non-independent Non-Executive
Director)
4. Ku Hien Liong (Independent Non-Executive Director)
5. Yap Kai Weng (Independent Non-Executive Director)
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MUNIF
OSK shall underwrite the MUNIF for the amount of RM20.0
million and may sell down its underwriting commitment to other
financial institutions during the tenure of the MUNIF / MMTN
Facility. The underwriter(s) shall not be committed to or obliged
to underwrite the subscription of the MUNIF where the rating of
the MUNIF is MARC-3ID or equivalent or lower and the
underwriter(s) shall have the option whether to underwrite in
whole or in part or not at all in proportion to their underwriting
commitment. Otherwise the MUNIF shall be issued on a non
underwritten basis.
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MMTN
Not applicable.
xvi. Others
MUNIF/MMTN Facility
Cost-Plus Sale (Murabahah).
(c) Facility The Islamic Securities Facilities comprising the BaIDS Facility
Description and MUNIF/MMTN Facility are stand-alone financing
programmes collectively referred to as the “ISF”.
BaIDS Facility
Al Bai Bithaman Ajil Islamic Debt Securities (“BaIDS”) Facility.
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The MUNIF / MMTN shall share the similar Assets with the
BaIDS. Depending on the value of the Assets and to comply with
the Syariah principles, the BaIDS and MUNIF/MMTN
transactions may not happen simultaneously. In any event, the
BaIDS will be issued first.
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Series Amount
(RM)
1 20,000,000
2 20,000,000
3 20,000,000
4 20,000,000
Total 80,000,000
MUNIF/MMTN Facility
Up to RM20.0 million (Ringgit Malaysia Twenty Million).
MUNIF
The MUNIF Notes will be issued at a discount to face value. The
Issue Price shall be based on bids submitted by the TPMs or in
the case where underwriters are to subscribe for the MUNIF, the
underwritten rate. The Issue Price shall be computed in
accordance with the following formula, as specified in the Rules
on Fully Automated System for Issuing / Tendering (“FAST
Rules”) issued by BNM from time to time:-
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IP = FV x 1 – (rxt)
36500
where :
IP = Proceeds / Issue Price
FV = Face value
r = The applicable yield / rate of return at which
the offer was accepted (expressed to three
decimal places)
t = The number of days in the tenure of the
papers (which shall include the Issue Date
but shall exclude the Maturity Date)
MMTN
The MMTN shall be issued at par, premium or at a discount to
the face amount.
where,
FV = Face value
RV = Redemption value (=FV, if redemption is at
par)
C = Profit rate
r = Market yield for a similar maturity period
N = Number of semi-annual profit payments
between the value date and maturity date
T = Number of days from the Issue Date and the
next Profit Payment Date
E = Number of days in a Profit Period in which
settlement takes place
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1 3
2 4
3 5
4 6
Seven (7) years from the initial issue of the MUNIF Notes and /
or MMTN.
MUNIF
The MUNIF Notes may be issued at the Issuer’s option for
maturities of one (1), two (2), three (3), six (6) months, nine (9)
months or twelve (12) months or any other maturities of more
than one (1) month and up to twelve (12) months and subject to
the tenure of the MUNIF / MMTN Facility.
MMTN
The MMTN may be issued at the Issuer’s option for maturities of
one (1) year and up to seven (7) years subject to the tenure of
the MUNIF / MMTN Facility.
1 7.25
2 7.50
3 7.75
4 8.00
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MUNIF
The profit rate or its equivalent rate will be determined on the
proposed issuance day at which the tender/private placement is
accepted or in the case where underwriters are to subscribe for
the MUNIF, the underwritten rate, dependent on the maturities of
one (1), two (2), three (3), six (6) months, nine (9) months or
twelve (12) months or any other maturities of more than one (1)
month and up to twelve (12) months.
MMTN
The profit rate or its equivalent rate will be determined on the
proposed issuance day at which the tender/private placement is
accepted.
MUNIF/MMTN Facility
MUNIF
The frequency of profit payment is dependent on the frequency
of Issuance of MUNIF Notes for maturities of one (1), two (2),
three (3), six (6), nine (9) or twelve (12) months or any other
maturities of more than one (1) and up to twelve (12) months in
arrears upon the respective maturity dates of the MUNIF Notes.
MMTN
The frequency of the profit payment is semi-annually.
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(j) Security / The holders of the BaIDS, MUNIF and MMTN shall share the
Collateral following securities:
(i) First Legal Charge over the factory lands and buildings held
under titles CL105381833, CL105381842 and CL105381851
of Brantian, Merotai Rd, Tawau, Sabah (“Land Charge”),
belonging to Maxtral’s subsidiary, Kin Yip Wood Industries
Sdn Bhd (“KYWI”);
(ii) Debenture creating fixed and floating charges over the
assets of Maxtral and KYWI, both present and future. For
avoidance of doubts, assets purchased/financed under
Additional Financing as described in item 2 (z) (vi) shall be
excluded from this debenture;
(iii) Legal Charge over the Designated Accounts including all
monies standing to the credit of Maxtral; and
(iv) Legal Deed of Assignment of KYWI’s rights and interest over
the Log Sale and Purchase Agreement (“Log SPA”) dated 16
December 2003 and Supplemental Log Sale and Purchase
Agreement dated 25 March 2004 executed between KYWI
and Rakyat Berjaya Sdn Bhd in relation to the purchase of all
commercial timber from the designated timber area stated
therein.
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Total 54,865,674
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(C) Any balance after utilization of item 2 (k) (1) to (4) will be allocated
for usage under 2 (k) (5) for meeting working capital requirements
of the Issuer Group. The usage of working capital under the ISF
shall be Syariah-compliant.
(l) Sinking Fund (if The Sinking Fund shall be represented by the Designated
any) Accounts which shall be Syariah compliant.
Designated Accounts:-
1. Proceeds Account;
2. Master Revenue Account;
3. Commodity Reserve Account;
4. Sinking Fund Account; and
5. Finance Service Reserve Account.
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The MRA shall be operated by the Issuer and the Issuer shall
grant a power of attorney to the Security Trustee to take charge
of the account as and when the Security Trustee deems fit. The
Trustee shall be furnished with the monthly statements of the
MRA.
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MMTN
Indicative rating of AID from MARC.
(n) Form and The BaIDS, MMTN and MUNIF Notes shall be represented by
Denomination Global Certificates in bearer form and issued in denominations
of RM1,000,000. The Global Certificates shall be deposited with
the respective Central Depository and are exchangeable for
Definitive Certificates only in certain limited circumstances. No
physical delivery of the Global Certificates will be made.
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MUNIF
By way of Tender to TPM and/or private placements without
prospectus to eligible investors administered electronically
through and governed by the Rules on FAST issued by BNM,
and / or under any regulations to be implemented by BNM from
time to time.
MMTN
By way of Tender to TPM and / or private placements without
prospectus to eligible investors in accordance with the Rules on
FAST issued by BNM, and / or under any regulations to be
implemented by BNM from time to time.
(p) Selling Restriction The ISF 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, 3 and 5
of the SCA (as amended from time to time).
(q) Listing Status The ISF will not be listed on the Bursa Malaysia or on any other
stock exchange.
MUNIF
The MUNIF is fully underwritten.
MMTN
The Minimum Level of Subscription of MMTN shall not be less
than 100%. The Issue will be aborted should the actual level of
subscription be less than the Minimum Level of Subscription.
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#
Direct shareholdings held by Maxtral as at 19 October 2005.
*Based on KYWI’s audited accounts net book value as at 31 December
2004.
**Rounded up to 2 decimal places.
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The Total Ascribed Value represents fair value for the Identified
Assets which is based on the audited net book value of the
Identified Assets as at 31 December 2004.
MUNIF/MMTN Facility
#
Direct shareholdings held by Maxtral as at 19 October 2005.
*Based on KYWI’s audited accounts net book value as at 31 December
2004.
**Rounded up to 2 decimal places.
The Total Ascribed Value represents fair value for the Identified
Assets which is based on the audited net book value of the
Identified Assets as at 31 December 2004.
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(u) Purchase and Under the BaIDS Facility and MUNIF / MMTN Facility, the
Selling Primary Subscriber (s) / Investors shall first purchase the Assets
Price/Rental as determined under item 2 (t) above belonging to the Issuer at
(where applicable) an agreed Purchase Price. The same Assets shall then
thereafter be sold to the Issuer at a Selling Price, comprising the
original Purchase Price and profit margin agreed between the
Issuer and the Primary Subscriber (s) / Investors on a deferred
payment basis.
Purchase Price
BaIDS Facility
Selling Price
BaIDS Facility
The Selling Price for the BaIDS shall be evidenced by the
issuance of Primary Notes and the non-detachable Secondary
Notes which represents the profit portion of the Selling Price.
1 24,350,000
2 26,000,000
3 27,750,000
4 29,600,000
Total 107,700,000
MUNIF
The Selling Price for the MUNIF will be determined on the
issuance date and shall be evidenced by the issuance of
Primary Notes which is payable in full by the Issuer on the
maturity dates.
MMTN
The Selling Price for the MMTN shall be evidenced by the
issuance of Primary Notes and the non-detachable Secondary
Notes (if applicable), which represents the profit portion of the
Selling Price.
(v) (i) Conditions Conditions precedent to the ISF shall be subject but not limited
Precedent to to the following:
Initial Issuance:
i) approval of the SC and/or other relevant authorities, if
applicable. Copies of the approvals are to be made
available to the Lead Arranger;
iii) the Lead Arranger shall have received a certified true copy
of the resolution of the Board of Directors of Maxtral
authorizing the acceptance of the ISF and the appointment
of the signatories to accept and operate the ISF and to
execute the relevant documents relating to the ISF;
iv) the Issuer shall have furnished the Lead Arranger with a
certified true copy of its Memorandum and Articles of
Association together with Forms 24 and 49;
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xii) a minimum of AID rating for the BaIDS and MMTN and
MARC-2ID rating for the MUNIF from MARC or any other
equivalent rating(s) from any other rating agency acceptable
to the Lead Arranger;
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(w) Representations As long as any of the BaIDS and MUNIF / MMTN remain
and Warranties outstanding the Issuer shall represent and warrant to the
respective Trustees and the subscribers, inter alia, that:
ii) Powers: The Issuer has the power to enter into, exercise its
rights under and perform its obligations under the respective
documents relating to the BaIDS and MUNIF / MMTN (as the
case may be);
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ix) Status of ISF: The liabilities of the Issuer under the BaIDS
and MUNIF / MMTN (as the case may be) are direct
unconditional and secured obligations ranking pari passu
among themselves and at least pari passu with all the
unsecured indebtedness of the Issuer.
(x) Events of Default Standard events of default for financing facilities of this nature
which shall include but not limited to:
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The above events of default are not exhaustive and include any
other customary events of default as advised by the Lead
Arranger’s solicitors.
i) Underwritten The Underwriter(s)’ Purchase Price for the MUNIF Notes shall
Rate for be based on the aggregate of (i) the margin stipulated herein
Computation below; and (ii) the Cost of Funds (“COF”) of the respective
of Underwriter(s) (as defined below).
Underwriter(s)’
Purchase Price The margins herein below mentioned shall be based on the
credit ratings assigned by MARC, as follows :-
Underwritten Rate
Margin Rating
0.50 % p.a. + COF MARC-1ID
0.75 % p.a. + COF MARC-2ID
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ii) Underwriting The Underwriting Fee under the MUNIF payable to each of the
Fee for MUNIF Underwriter on their Underwriting commitment shall be as
follows: -
Underwriting Fee Rating
0.50% p.a. MARC-1ID
0.75% p.a. MARC-2ID
iii) Underwriting The Underwriter(s) shall commit to purchase the MUNIF Notes
Commitment not taken up by the TPM at the Underwritten Rate, pro-rated to
for MUNIF their underwriting commitment.
The Issuer may also at any time purchase the BaIDS in the
open market at any price by private treaty for redemption
purposes. BaIDS redeemed or purchased in this manner will be
cancelled and may not be reissued.
MUNIF
The MUNIF Notes shall be redeemed in accordance with and in
full at the end of the facility tenure as per the tenure of the
MUNIF / IMTN Facility.
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The Issuer may also at any time purchase the MUNIF Notes in
the open market at any price by private treaty for redemption
purpose. MUNIF Notes redeemed or purchased in such manner
will be cancelled and may not be reissued.
MMTN
The MMTN will be redeemed according to the corresponding
maturity date as per the tenure of the MUNIF / IMTN Facility.
The Issuer may also at any time purchase the MMTN in the
open market at any price by private treaty for redemption
purposes. MMTN redeemed or purchased in this manner will be
cancelled and may not be reissued.
The Issuer shall inform the Lead Arranger (in writing) forty five
(45) business days before the expiry of the availability period of
the BaIDS and MUNIF / MMTN in the event that the Issuer is
desirous to extend the availability period.
If the Issuer fails to notify the Lead Arranger forty five (45)
business days before the expiry of the availability period, the
Lead Arranger shall have the sole discretion to apply to the SC
for the extension of time.
vi) Additional The Issuer Group is permitted to seek additional financing in hire
Financing purchase and leasing for purchase of equipment and
machineries as well as working capital and trade-related
transactions in relation to its ordinary course of business
(“Additional Financing”).
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vii) Permitted The Issuer shall be permitted from time to time to utilize funds
Investments held in the SFAs, CRA and the FSRA to make Permitted
Investments, provided that such funds utilized for Permitted
Investments shall be remitted to the corresponding Designated
Account in a timely manner to meet any payment obligations of
the Issuer when due and payable. The Permitted Investments
shall have a maturity date to match the utilisation of the monies,
denominated in Ringgit Malaysia and comply with the relevant
Syariah principles. Upon maturity which shall be at least 5 days
before such funds are required to repay or redeem the Notes,
the proceeds (i.e. principal plus profit) shall be remitted to the
corresponding Designated Account.
viii) Positive The Issuer covenants and undertakes inter-alia, with the
Covenants respective Trustee and the holders of the BaIDS, MUNIF Notes
and MMTN that until all its liabilities and obligations under the
ISF has been discharged, the Issuer will, amongst others :
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xii) Conduct: Carry on and conduct its affairs and business with
due diligence and efficiency and in accordance with sound
financial and commercial standards and practices.
ix) Negative The Issuer covenants and undertakes inter-alia, with the
Covenants respective Trustee and the holders of the BaIDS, MUNIF Notes
and MMTN that, from the signing of the Financing Documents of
the ISF until all its liabilities and obligations hereunder and under
the ISF have been discharged, the Issuer will not without prior
written consent of the Trustee:
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xii) Incidental All legal and professional fees including such cost relating to the
Expenses & due diligence exercise, stamp duties, taxes, SC Submission Fees
Legal Fees and any other out-of-pocket expenses, incurred pursuant to the
Issuer’s acceptance of the ISF and for purposes of
preparation/submission of any information memorandum and the
preparation of security documentation (notwithstanding non-
utilisation of the BaIDS Facility and MUNIF / MMTN Facility (as
the case maybe) by the Issuer) shall be borne by the Issuer.
xiii) Taxation All payments under the ISF shall be made free and clear of all
present and future Malaysian taxes.
xiv) Adverse Should there occur a material adverse change in the opinion of
Market the Lead Arranger / Underwriter(s) in the business condition
(financial or otherwise) of the Issuer and / or the economic,
social and political situation in Malaysia including but not limited
to the adversities in the domestic or international financial
market prior to the launch, offering and/or distribution of the
BaIDS / MUNIF / MMTN, the Lead Arranger / Underwriter(s)
reserves the right to withdraw, cancel, terminate and / or
restructure the arrangement of the BaIDS / MUNIF / MMTN.
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xv) Clear Market 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 or any of their
subsidiaries or affiliates 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 BaIDS / MUNIF / MMTN.
xvii) Financing Standard documentation for a facility of this nature, which would
Documents/ include, inter-alia :-
Agreements
(i) BaIDS Facility
(a) BaIDS Facility Agreement;
(b) BaIDS Assets Sale Agreement;
(c) BaIDS Assets Purchase Agreement;
(d) Depository and Paying Agency Agreement; and
(e) BaIDS Trust Deed.
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