278 YINSON HOLDINGS BERHAD ACCOUNTABILITY 47. PERPETUAL SECURITIES (CONTINUED) (iii) By the Company RM1.0 billion Perpetual Sukuk Wakalah The Company has fully issued Perpetual Sukuk Wakalah totalling RM1.0 billion under its Subordinated Perpetual Islamic Notes Programme. The issuances comprise RM250 million on 2 November 2022, RM110 million on 5 December 2022, and RM640 million (before deducting RM1 million relating to transaction costs) on 8 March 2024. The perpetual securities are: • direct, unsecured, unconditional and subordinated obligations of the Company; and • rank at least pari passu with all other present and future unconditional, subordinated and unsecured obligations of the Company at all times, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. The perpetual securities are unrated and are not listed on Bursa Malaysia Securities Berhad or on any other stock exchange, bearing no fixed maturity date but are callable 5 years from the date of issuance (“First Call Date”) falling due on 2 November 2027, 6 December 2027 and 8 March 2029 respectively. The issued instrument carries a periodic distribution rate of 7.5% per annum, distributable semi-annually calculated at the nominal value of securities issued. The distribution rate will be subject to an agreed one time step-up margin of 1% per annum after First Call Date. Pursuant to the terms and conditions of the program, the Company has no obligation to pay any distribution and has the option to elect for distribution deferment at its sole discretion, which does not constitute a breach of covenant. The perpetual securities may also be redeemed at the option of the Company upon the occurrence of certain events by the Company in accordance with the terms and conditions of the perpetual securities. From both the Company’s and Group’s perspective under MFRS 132 “Financial Instruments: Presentation”, the perpetual securities is classified as equity because the payment of any distribution or redemption is at the discretion of the Group. 47. SUMMARY OF EFFECTS OF ACQUISITION OF COMPANIES 2025 Group (a) On 5 February 2024, Yinson Venture Capital Pte. Ltd. (“YVCPL”), an indirect wholly-owned subsidiary of the Company, exercised its option to convert the loan amount of USD9.1 million (equivalent to RM43 million) into 16,208,711 new ordinary shares in the share capital of Shift Clean Solutions Ltd (“SCSL”) pursuant to the convertible promissory notes and/or convertible loan agreement executed in February, May and October 2023. As a result, the equity interest in SCSL held by YVCPL has increased from 44% to 60.8% and SCSL remains as a joint venture. On 8 May 2024, all shareholders of SCSL agreed to revise the Shareholders’ Agreement (“SHA”). Pursuant to the revised SHA, the Group concluded that it had obtained control over SCSL as the revised SHA had granted YHB Group a majority representation on SCSL’s Board of Directors. This has resulted in a step-up acquisition, whereby SCSL became a subsidiary.
RkJQdWJsaXNoZXIy NDgzMzc=