ABI Malaysia SDN BHD MYR 80mln BaIDS Programme - Offering Circular

ABI Malaysia Sdn Bhd (2003)
PRINCIPAL TERMS AND CONDITIONS FOR THE

AL-BAI BITHAMAN AJIL ISLAMIC DEBT SECURITIES
I.
ISSUE TERMS
1.
Issuer
ABI Malaysia Sdn Bhd.
2.
Issue and Maturity
An issue of RM80 million of Al Bai Bithaman Ajil Islamic

Debt Securities (BaIDS) with the following maturity:
Amount (RM mil)
Tenure (Years)
Series
3.
Purpose
1
20.0
3
2
30.0
4
3
30.0
5
To refinance the Issuers existing debt, finance its capital
expenditure and other general funding requirements, the
details of which are as follows:
1. Purchase of fixed assets
*2. Repayment of part of bank
borrowings
and
credit
facilities
*3. Settlement of certain hire
purchase facilities
4. Working capital
Amount (RMmil)
10.0
*63.6
*1.7
4.7
*The sums computed for 2. Repayment of part of bank borrowings

and credit facilities and 3. Settlement of certain hire purchase
facilities are based on the outstanding sums with the relevant
financial institutions as at 4 April 2003. The actual amount to be
paid to these financial institutions, which will take place after 4 April
2003, may vary from the above stated sums. In the event that the
actual amount exceeds the above stated sums, the sum identified for
4. Working capital will be reduced accordingly and vice versa.
4.
Issuance Concept
(a) Under the BaIDS, the Lead Manager in its capacity as the
primary subscriber of the BaIDS, shall purchase
identified assets (the Underlying Assets), which are
acceptable to the Syariah Adviser (as defined below),
from the Issuer at a purchase price (Purchase Price);
(b) The value of the Underlying Assets shall correspond to or
be greater than the Purchase Price. The Underlying
Assets will be valued on a basis to be agreed to between
the Issuer and the Lead Manager;
(c) The Underlying Assets shall subsequently be resold to the
Issuer at a selling price (Selling Price) which shall be
equivalent to the Purchase Price plus the profit portion;
(d) The Issuer shall settle the Selling Price over a fixed
period according to an instalment schedule; and
(e) The obligations of the Issuer on the settlement of the
Selling Price shall be evidenced through the issuance of
BaIDS, the aggregate nominal value of which shall be
equivalent to the Selling Price.
5.
Lead Manager
HSBC Bank Malaysia Berhad.
6.
Syariah Adviser
Associate Professor Dr. Mohd Daud Bakar.
7.
Issue Date
Unless extended by agreement between the Issuer and the

Lead Manager, the BaIDS are to be issued within 6 (six)
months from the date of the Securities Commissions
approval.
8.
Profit Rate (Coupon)
To be determined. Fixed rate payable semi-annually in arrears.
9.
Yield to Maturity
To be determined.
10. Underlying Assets
Refer to Appendix G.
replacement.
11. Purchase Price
RM80 million.
12. Selling Price
To be determined prior to the sale of the Underlying Assets

back to the Issuer and to be evidenced by the issuance of
BaIDS.
The assets are not subject to
The BaIDS shall be issued at par. The price payable for each
BaIDS shall be calculated in accordance with the formula
specified in the Code of Conduct and Market Practices for
Scripless Securities Trading System issued by Bank Negara
Malaysia (BNM).
13. Rating
Malaysian Rating Corporation has assigned a final rating of

AID. The Issue shall maintain this final minimum long term
rating till the Issue Date.
14. Redemption/Repurchase
of BaIDSs
Unless previously purchased and cancelled, the BaIDS will be

redeemed at their principal amount on the maturity dates of
each Series. The Issuer may, at any time, purchase the BaIDS
on the open market. BaIDS so purchased must be surrendered
for cancellation.
15. Mode of Issue
Non-tender, private placement, without prospectus.
16. Security
None.
The BaIDS will be in bearer form in the denominations and

multiples of RM1,000,000 subject to the Rules on Fully
Automated System for Issuing/Tendering (FAST) issued by
BNM, as amended or substituted from time to time and each
series will be represented by a global note and exchangeable
for definitive certificates on the occurrence of certain events.
II
OTHER ISSUE TERMS
17. Form and Denomination
The BaIDS shall be issued in accordance with (a) the Code of

Conduct and Market Practices for Malaysian Corporate Bond
Market issued by the Institut Peniaga Bon Malaysia and
approved by BNM and (b) the Rules on the Scripless
Securities under the Real Time Electronic Transfer of Funds
and Securities (RENTAS) system issued by BNM, or the
replacement thereof applicable from time to time.
18. Status of the BaIDS
The BaIDS shall constitute direct, unconditional, unsecured

and unsubordinated obligations of the Issuer ranking at all
times at least pari passu without any preference amongst
ii
themselves and with all other unsecured and unsubordinated

obligations of the Issuer other than obligations preferred by
law.
19. Lead Managers
Expenses
All expenses incurred by the Lead Manager in the negotiation

and execution of the Issue, including but not limited to:
i)
Legal fees (and disbursements);
ii)
Facility Agent fees;
iii) Clearing & Depository charges;

iv) Lead Managers out-of-pocket expenses; and
v)
Signing and publicity
will be for the account of the Issuer. All such expenses are to
be reimbursed by the Issuer irrespective of whether the
transaction contemplated herein is completed.
20. Listing
The BaIDS will not be listed on any exchange.
21. Selling Restrictions
The BaIDS may only be offered, sold, transferred or otherwise

disposed directly or indirectly to persons falling within the
relevant category of the persons specified in section 4 (6) of
the Companies Act, 1965, as amended from time to time.
22. Regulator & Other

Approvals
The Issue is subject, but limited to, the specific approval of

Securities Commission (SC) together with such other
regulatory approvals as may be required following
consultation with the SC and the Lead Managers legal
counsel.
23. Other requirements
The Issue is subject, but not limited to, the following:
24. Documentation
i)
obtaining internal credit approvals after satisfactory review

and evaluation of the Issuer by the Lead Manager; and
ii)
satisfactory due diligence in respect of the submission to

the SC and the preparation of the Information
Memorandum, which is acceptable to the Lead Manager.
The Issue shall be subject to the negotiation and execution of

documentation satisfactory to all parties incorporating clauses
customary for transactions of this nature as advised by the
Lead Managers legal counsel. Such documentation, where
relevant, shall include, but not be limited to, the following:
i)
Asset Purchase Agreement;
ii)
Asset Sale Agreement;
iii) Facility Agreement;

iv) Trust Deed; and
v) Depository and Paying Agency Agreement.
The Issuer shall prepare an Information Memorandum for the
Issue. The Issuer shall provide relevant information to the
Lead Manager and its legal counsel as may be required in the
preparation of the Information Memorandum. The Lead
Manager and its legal counsel shall assist the Issuer with the
iii
foregoing.
25. Conditions Precedent
The completion of the Issue and the terms and conditions set
forth herein will be subject to the fulfilment of certain
customary conditions precedent, including but not limited to:
i.
Execution of all necessary documentation;
ii.
Confirmation and delivery of all required corporate,

governmental and other approvals;
iii. Receipt of legal opinion and auditors comfort letter in

form and substance acceptable to the Lead Manager; and
iv. Evidence that the rating of the Issue is not below the
rating stated in Rating above.
26. Positive Covenants
The Issue will have the benefit of certain positive covenants to

be given by the Issuer which include, but not limited to, the
following:
a)
the Issuer shall promptly comply with all applicable

provisions of the Securities Commission Act, 1993 and
all practice notes, circulars or guidelines issued by the SC
from time to time in relation to the BaIDS;
b)
the Issuer shall maintain in full force and effect all

relevant authorisations, consents, rights, licences,
approvals and permits and will promptly obtain any
further authorisations, consents, rights, licences,
approvals and permits which are or shall become
necessary to enable it to own its assets, to carry on its
business or for the Issuer to enter into or perform its
obligations under the transaction documents or to ensure
the validity, enforceability, admissibility in evidence of
the obligations of the Issuer or the priority or rights of the
financiers under the transaction documents and the Issuer
shall comply with the same;
c)
the Issuer shall promptly perform and carry out all its
obligations under all the transaction documents and
ensure that it shall immediately notify the Trustee in the
event that the Issuer is unable to fulfil or comply with any
of the provisions of the transaction documents;
d)
the Issuer shall at all times on demand execute all such

further documents and do all such further acts reasonably
necessary at any time or times to give further effect to the
terms and conditions of the transaction documents;
the Issuer shall exercise reasonable diligence in carrying
out its business and affairs in a proper and efficient
manner and in accordance with sound financial and
commercial standards and practices;
the Issuer shall prepare its financial accounts on a basis
consistently applied in accordance with approved
accounting standards in Malaysia and ensure that these
financial accounts shall give a true and fair view of the
results of the operations of the Issuer for the period in
question and the state of its affairs for the period to which
e)
f)
iv
g)
h)
27. Negative Covenants
the financial accounts are made up and shall disclose or

reserve against all the liabilities (actual or contingent) of the
Issuer;
the Issuer shall cause any loan and advance from its
shareholder to be subordinated to BaIDS; and
such other undertakings as may be advised by the Legal
Counsel to the Lead Manager and agreed to by the Issuer.
The Issue will have the benefit of certain negative covenants

to be given by the Issuer which include, but not limited to, the
following:
a)
The Issuer shall not create or permit to subsist any

mortgage, charge, pledge or other security interest over
the whole or any part of its undertakings, assets, property
or revenues, present or future, except for liens arising by
operation of law;
b)
The Issuer shall not sell, lease, transfer or otherwise

dispose of, by one or more transactions or series of
transactions (whether related or not), the whole or any
part of its revenues or its assets other than:
i. in the ordinary course of business on arms length
terms; or
ii. disposal of equipment which the Issuer has in
accordance with its usual practice (which practice
must at least conform with any minimum applicable
industry standards) determined as being either
obsolete or worn out;
c)
The Issuer shall not enter into a transaction, whether

directly or indirectly with interested persons (including a
director, substantial shareholder or persons connected
with the interested persons) unless:
i. such transaction shall be on terms that are no less
favourable to the Issuer than those which could have
been obtained in a comparable transaction from
persons who are not interested persons; and
ii. with respect to transaction involving an aggregate
payment or value equal to or greater than Ringgit
Malaysia 3 million , the Issuer obtains certification
from an independent adviser that the transaction is
carried out on fair and reasonable terms;
PROVIDED THAT the Issuer certifies to the Trustee that
the transaction complies with paragraph (i), that the
Issuer has received the certification referred to in
paragraph (ii) (where applicable) and that the transaction
has been approved by the majority of the board of
directors or shareholders in a general meeting, as the case
may require.
d)
The Issuer shall not:

i. make any loans, grant any credit or give any guarantee
or indemnity to or for the benefit of any persons; or

ii. otherwise voluntarily assume any liability, whether
actual or contingent, in respect of any obligation of
any other person,
unless the covenants set out under Financial Covenants
are and will be fully complied with; and
e)
28. Financial Covenants
such other undertakings as may be advised by the Legal

Counsel to the Lead Manager and agreed to by the Issuer.
The Issue will have the benefit of covenants by the Issuer

including, but not limited to, the following:
a)
The Issuer, as long as any commitment under the BaIDS

remains outstanding, shall ensure that its Debt to Equity
ratio will not exceed the following levels during each of
the financial years ending on 30 September:
Period
Maximum Level
2003
2.00
2004
2.00
2005
1.75
2006
1.75
2007 and thereafter
1.50
b)
The Issuer shall maintain its Shareholders Funds at a

minimum of RM68 million.
c)
The Issuer shall maintain an annual debt service cover

ratio (ADSCR) of at least 1.5 times;
d)
The Issuer shall not declare any dividends or make any

other form of distribution, nor provide any loans to its
shareholders should the ADSCR be less than 1.75 times
and any dividends declared shall not be in excess of 20%
of its profit available for appropriation for the same
period; and
e)
Any shareholders loans shall be subordinated to all the

BaIDS.
The Debt to Equity ratio is the ratio of indebtedness of the Issuer

represented by:
i) All amounts outstanding under the BaIDS;
ii) All other indebtedness for borrowed monies (be it actual
or contingent), hire purchase obligations, finance lease
obligations, net exposure determined on a marked to
market basis under any derivative instrument and
obligations under guarantees and contingent liabilities of
the Issuer but excluding inter company loans which are
subordinated to the Issuer,
vi
to the shareholders funds of the Issuer including, if any,

preference equity, subordinated shareholders advances/loans
and retained earnings/losses.
The Debt to Equity ratio and ADSCR calculations shall be duly
confirmed by the Issuers external auditors and based on the
latest audited accounts of the Issuer. For the avoidance of
doubt, any double counting shall be disregarded.
ADSCR = (Cash balance at beginning of the year + Cash in
DSRA + Annual Operating Cash Flow) / (Annual interest
expense + Principal payments of BaIDS for the following
year)
29. Representations and
Warranties
The Issue will have the benefit of certain representations and

warranties be given by the Issuer which include, but not
limited to, the following:
a)
the Issuer is duly established and existing under the laws

of Malaysia and it has the power and authority to enter
into its current business;
b)
the Issuer has the power to enter into, exercise its rights
under and perform its obligations under the transaction
documents;
c)
all necessary actions, authorisations and conetns required

under the transaction documents have been taken,
fulfilled and obtained and remain in full force and effect;
d)
the Issuers entry into, exercise of its rights under and

performance of the transaction documents do not and shall
not violate any existing law or agreements to which it is a
party;
e)
the transaction documents create valid and binding

obligations, which are enforceable on and against the
Issuer;
f)
the Issuers assets are free of all encumbrances;
g)
the Issuers audited accounts are prepared in accordance

with approved accounting standards and provide a true and
fair view of the Issuers financial position;
h)
no litigation or arbitration is current or, to the Issuers

knowledge is threatened, which if adversely determined
may have a material adverse effect on the ability of the
Issuer to comply with the transaction documents; and
i)
such other representations and warranties as may be

advised by the Legal Counsel of the Lead Manager and
agreed with the Issuer.
The representations and warranties shall survive the signing of

the transaction documents and the issuance of the BaIDS and
repeated on each Coupon payment date.
vii
30. Information Covenants
The Issue will have the benefit of information covenants to

given by the Issuer which include, but not limited to, the
following:
a)
the Issuer shall provide to the Trustee at least on an

annual basis, a certificate confirming that it has complied
with all its obligations under the transaction documents
and the terms and conditions of the BaIDS and that there
does not exist or had not existed, from the date the BaIDS
were issued, any Event of Default, and if such is not the
case, to specify the same;
b)
the Issuer shall deliver to the Trustee the following:

i.
as soon as they become available (and in any event

within one hundred and eighty (180) days after the
end of each of its financial year) copies of its
financial statements for that year which shall contain
the income statements and balance sheets of the
Issuer and which are audited and certified by a firm
of independent certified public accountants;
ii. as soon as they become available (and in any event

within ninety (90) days after the end of the first half
of its financial year) copies of its half yearly
management accounts for that period which shall
contain the income statements and balance sheets of
the Issuer which are duly certified by any one of its
directors;
iii. promptly, such additional financial or other
information relating to the Issuers business and its
operations as the Trustee may from time to time
reasonably request; and
v. promptly, all notices or other documents received by
the Issuer from any of its shareholders or its creditors
which contents may materially and adversely affect
the interests of the BaIDS holders, and a copy of all
documents dispatched by the Issuer to its
shareholders (or any class of them) in their capacity
as shareholders or its creditors generally at the same
time as these documents are dispatched to these
shareholders or creditors,
c)
the Issuer shall promptly notify the Trustee of any change

in its board of directors and/or shareholders;
d)
the Issuer shall promptly notify the Trustee of any

litigation or other proceedings of any nature whatsoever
being threatened or initiated against the Issuer before any
court or tribunal or administrative agency which may
have a material adverse effect on the Issuer;
e)
the Issuer shall promptly give notice to the Trustee of the

occurrence of any Event of Default or any event which,
upon the giving of notice and/or lapse of time and/or the
viii
issue of a certificate and/or the fulfilment of the relevant

requirement as contemplated under the relevant
transaction document would constitute an Event of
Default (Potential Event of Default) forthwith upon
becoming aware thereof, and it shall take all reasonable
steps and/or such other steps as may reasonably be
requested by the Trustee to remedy and/or mitigate the
effect of the Event of Default or the Potential Event of
Default;
31. Debt Service Reserve

Accounts (DSRA)
f)
the Issuer shall promptly inform the Trustee of any

substantial change in the nature of the business of the
Issuer; and
g)
any other covenants as advised by the Legal Counsel of

the Lead Manager and agreed with the Issuer.
The Issuer shall open two DSRA, one each for the Coupon
payments and the principal payment of the BaIDS. The
DSRA shall be operated solely by the Trustee and shall be
funded as follows:
(a) In respect of Coupon payments due under the BaIDS, one
Coupon payment shall be deposited into the DSRA on
Issue Date.
Thereafter, the credit balance equivalent to at least the
Coupon payment due on the next Coupon payment date
must be maintained at all times in the DSRA throughout
the duration of the BaIDS;
(b) In respect of principal payment for each Series of the
BaIDS, an amount equal to the principal payment shall be
deposited by 12 equal monthly instalments into the
DSRA commencing 12 months prior to the respective
maturity date for each Series of the BaIDS. The sum shall
be deposited by the 7th day of the respective months. For
the avoidance of doubt, the full sum shall be available 1
month prior to the respective maturity dates of each
Series of the BaIDS. The amounts standing to the credit
in the DSRA for principal payment shall be utilised to
fully pay the principal amount due under each Series of
the BaIDS on the relevant maturity dates.
The Issuer may only withdraw sums from the DSRA to
service the BaIDS and to make Eligible Investments (as
defined below). However, the Issuer may only utilise the
amounts in the DSRA to service the BaIDS or any other
amounts due in connection with the transaction documents if
at the time the relevant payments are due, the Issuer has
insufficient funds to make full payments to amounts due for
the BaIDS. In this regard, the Issuer shall top up any shortfall
within one (1) month (Permitted Period) from the date of
such withdrawal. Subject to the foregoing, non-compliance of
the requirement to deposit such sums as required into the
DSRA shall constitute a breach by the Issuer of its obligations
hereunder and if not remedied within thirty (30) days after the
ix
Issuer became aware or after having been notified of the

failure will constitute an Event of Default.
32. Right to make Eligible
Investments
Monies deposited in the DSRA may be invested by the

Trustee in Eligible Investments upon receiving instruction
from the Issuer provided that:
i)
ii)
iii)
such funds utilised for Eligible Investments shall, where

necessary, be remitted to the DSRA in a timely manner
to meet any payment obligations of the Issuer when due
and payable;
such Eligible Investments are to be held and not traded;
and
such Eligible Investments shall be denominated in
Ringgit.
All income earned from such investments will be credited to

and retained in the DSRA to ensure that the requisite
minimum balances are maintained. Any surplus may be
released to the Issuer.
Eligible Investments shall comprise investment products
approved by the Syariah Advisory Council of the SC, BNMs
Syariah Council and/or other recognised Syariah authorities. For
the purposes of the BaIDS, Eligible Investments are as follows:
(a) Mudharabah, wadiah and other deposits under Syariah
principles with licensed financial institutions; or
(b) Bankers acceptances, bills and other money market
instruments issued under Syariah principles by licensed
financial institutions with a short term rating of P1 and a
minimum long term rating of AA- or their equivalent; or
(c) Treasury bills, money market instruments, and other debt
instruments issued under Syariah principles by BNM or the
Government of Malaysia (GOM); or
(d) Debt securities issued by quasi Government or Government
related entities under the Syariah principles with a short
term rating of P1 and a minimum long term rating of AA- or
their equivalent or debt securities guaranteed by the GOM;
or
(e) Private debt securities issued under Syariah principles by
corporations, financial institutions or guaranteed by licensed
financial institutions with a short term rating of P1 or a
minimum long term rating of AA- or their equivalent.
Such investments shall have a maturity date not exceeding six
(6) months and the maturity date of the respective BaIDS.
33. Designated Account
The Issuer shall open a Designated Account for depositing a

certain portion of the BaIDS proceeds identified for
refinancing its existing debt. The Designated Account shall be
solely operated by the Facility Agent who shall make payment
on behalf of the Issuer upon receiving redemption statements
issued by the respective financial institutions.
Pending redemption of the existing debt, moneys deposited in
the Designated Account may be invested by the Facility Agent
in certain investments upon receiving instruction from the

Issuer. The Right to make Eligible Investments above, shall
mutatis mutandis, be applicable to the Designated Account.
In the event that the moneys deposited in the Designated
Account is insufficient to redeem any part of the existing debt
identified by the Issuer, the Issuer shall top up the balance
forthwith upon receiving notice from the Facility Agent.
After redeeming all the existing debt identified by the Issuer,
the Facility Agent shall release any surplus moneys in the
Designated Account to the Issuer and the Designated Account
may be closed.
34. Events of Default
Customary events of default shall apply and shall include but

not be limited to the following:
(a) the Issuer fails to pay any amount due from it under any
of the transaction documents on the due date or, if so
payable, on demand;
(b) the Issuer fails to observe or perform its obligations under
any of the transaction documents or the BaIDS or under
any undertaking or arrangement entered into in
connection therewith other than an obligation of the type
referred to in paragraph (a) above and the obligation to
top up the minimum required balances of the DSRA, and
in the case of a failure which in the opinion of the Trustee
is capable of being remedied, the Issuer does not remedy
the failure within a period of thirty (30) days after the
Issuer became aware or having been notified by the
Trustee;
(c) In relation to the Issuers obligation to top up the
minimum required balance of the DSRA, the Issuer fails
to top up any shortfall after the expiry of the Permitted
Period defined under the heading Debt Service Reserve
Accounts (DSRA).
(d) any representation, warranty, covenant or undertaking
made or given by the Issuer under the transaction
documents or which is contained in any certificate,
document or statement furnished at any time pursuant to
the terms of the BaIDS and/or any of the transaction
documents proves to have been incorrect in any material
respect on or as of the date made or deemed made; or
(e) where any indebtedness for borrowed moneys or
guarantee of the Issuer exceeding RM1 million becomes
due and payable prior to its stated maturity or is not
discharged at maturity or where the security created for
such indebtedness for borrowed moneys becomes
immediately enforceable; or
(f) a winding up order has been made against the Issuer or a
resolution to wind up the Issuer has been passed; or
(g) a scheme of arrangement under section 176 of the
xi
Companies Act 1965 has been instituted against the Issuer;

or
(h) a receiver has been appointed over the whole or a
substantial part of the assets of the Issuer; or
(i)
there is a revocation, withholding or modification of a

licence, authorisation or approval that will impair or
prejudice the Issuers ability to comply with the terms and
conditions of the BaIDS or any of the transaction
documents to which it is a party; or
(j) at any time it becomes unlawful for the Issuer to perform

or comply with any or all of its obligations under the
BaIDS or any of the transaction documents to which it is
a party or any of the aforesaid obligations cease to be
legal, binding and enforceable; or
(k) any event or events has or have occurred or a situation
exists which in the opinion of the Trustee may have a
material adverse effect on the Issuer, and in the case of
the occurrence of such event or situation which in the
opinion of the Trustee is capable of being remedied, the
Issuer does not remedy it within a period of thirty (30)
days after the Issuer became aware or having been
notified by the Trustee of the event or situation; or
(l)
such other event as may be advised by the Legal Counsel

of the Lead Manager and agreed by the Issuer.
35. Compensation
(Tawidh)
In the event of overdue payments of any amount due under the

BaIDS, the Issuer shall pay compensation on such overdue
amounts at the rate and manner prescribed by the SCs Syariah
Council or other relevant authority.
36. Clear Market
The Issuer shall undertake that from the date of mandate of

Issue to the date falling 30 days after the closing date of the
Issue, the Issuer will ensure that it will not privately place or
syndicate, or in any way arrange any fund raising activities,
directly or indirectly, in any manner which might have a
detrimental effect on the Issue.
37. Force Majeure
IPMA (Clause 2): The BaIDS may be terminated prior to their

relevant payment dates if there shall have been a change in
national or international financial, political or economic
conditions or currency exchange rates or exchange controls as
would in the opinion of the Lead Manager or the Facility
Agent be likely to prejudice materially the success of the
offering and distribution of the BaIDS or dealings in the
BaIDS in the secondary market.
38. No Adverse Change
The terms and conditions of the BaIDS (other than in relation

to Clear Market and Force Majeure above) will be subject to
confirmation from the Issuer that there has been no adverse
change in its business or financial conditions and prospects
since the date of its latest annual report and accounts.
xii
39
Title
The title to the BaIDSs will pass by delivery.
40
Taxation
All payments under the BaIDS shall be made without

withholding or deductions for or on account of any present or
future tax, duty or charge of whatsoever nature imposed or
levied by or on behalf of the GOM, or any authority thereof or
therein having power to tax, unless such withholding or
deduction is required by law, in which event the Issuer shall not
gross up for any such deductions or withholdings.
41
Business Days
A day (other than a Saturday, Sunday and public holiday) in

which financial institutions are open for business in Kuala
Lumpur.
42
Trustee
Pacific Trustees Berhad.
43
Central Depository
BNM.
44
Facility Agent
HSBC Bank Malaysia Berhad.
45
Financial Due Diligence

Consultant
Ahmad Abdullah & Goh.
46
Legal Counsel to the

Lead Manager
Wong & Partners.
47
Governing Law
The laws of Malaysia.
xiii
Appendix G
List of Identified Assets

Location
Year
of
Acquisition
Description
Cost
Net Book Value
RM
10,383,769.96
As At 30.9.2002
RM
10,077,249.75
Plot 45, Rawang

Integrated
Industrial Park
(Lot 45)
1998
Freehold land of 114,221 sq. ft together with a

single-story warehouse and a 2-storey office
block with an aggregate build-up area 59,688 sq ft
Plot 48, Rawang

Integrated
Industrial Park
(Lot 48)
1995
Freehold land of 132,738 sq. ft together with a

single-story factory and a 3-storey office
block with an aggregate build-up area 99,678 sq ft
10,715,640.05
9,883,819.49
Lot 45
2002
1 unit Bender/Sovema lead casting

and rolling system
13,772,837.99
13,772,837.99
Lot 48
2002
1 unit BM-Automatic enveloping and

stacking machine with lug brushing
System
2,425,852.94
2,334,883.45
Lot 48
2002
1 unit 24 tonne capacity Sovema

Oxide Mill Production Plant with
complete system
6,454,573.91
6,239,421.45
Lot 48
2002
1 unit Sovema COS machine, Evolution Type
2,941,423.42
2,916,911.56
Lot 48
2002
1 unit Sovema Battery Assembly Line
3,335,468.29
3,307,672.72
Lot 48
2002
1 unit BM-Automatic Enveloping and

stacking machine with lug brushing system
2,424,850.83
2,404,643.74
Lot 48
2002
1 unit Sovema Performer Expanded Metal/

Pasting Line
11,299,149.40
11,299,149.40
Lot 48
2002
1 unit Sovema Paste Mixing Plant
5,767,242.27
5,767,242.27
Lot 48
2002
1 unit Sovema Plate Stacker
2,466,047.67
2,466,047.67
Lot 48
2002
1 unit Sovema COS machine, Evolution Type
3,011,513.70
3,011,513.70
Lot 48
2002
8 sets Sovema COS Moulds
1,817,748.00
1,817,748.00
Lot 48
2002
1 unit Sovema Battery Assembly Line
3,414,948.14
3,414,948.14
Lot 48
2002
3 Cam 16MR3 Curing Oven
3,159,912.83
3,159,912.83
83,390,979.40
81,874,002.16
TOTAL:
xiv

ABI Malaysia SDN BHD MYR 80mln BaIDS Programme - Offering Circular

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ABI Malaysia SDN BHD MYR 80mln BaIDS Programme - Offering Circular

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