ACCOUNTABILITY 276 YINSON HOLDINGS BERHAD 47. PERPETUAL SECURITIES (CONTINUED) (i) By Yinson TMC Sdn. Bhd. (“YTMC”) RM950 million Sukuk Mudharabah On 8 May 2018, YTMC issued RM950 million Sukuk Mudharabah under its RM1.5 billion Perpetual Sukuk Mudharabah Programme. The perpetual securities are: • unconditionally and irrevocably guaranteed by the Company; • direct, unsecured, unconditional and unsubordinated obligations of the subsidiary; and • rank at least pari passu with all other present and future unconditional, unsubordinated and unsecured obligations of the subsidiary 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 15 years from the date of issuance (“First Call Date”) falling due on 9 May 2033. The issued instrument carries a periodic distribution rate of 6.8% per annum, distributable semiannually 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, YTMC 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 YTMC upon the occurrence of certain events by YTMC in accordance with the terms and conditions of the perpetual securities. From the 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. (ii) 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. (iii) By Yinson Juniper Ltd USD 120 million Multi-Currency Perpetual Securities On 29 March 2024, the perpetual securities of USD120 million (RM568 million) were fully redeemed.
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