| Narrative version | 1. Adjustments made to the Exchange Property in respect of the Exchangeable
Trust Certificates due 2021 exchangeable into ordinary shares of par value of
HKD0.10 each of Beijing Enterprises Water Group Limited ( BEWG ) ("BEWG
Shares") issued by Bagan Capital Ltd ("Bagan") (the Certificates )
Khazanah Nasional Berhad ("Khazanah"), acting in its capacity as Wakeel, on behalf of
Bagan gives notice to Certificateholders (pursuant to Condition 7(h) of the Conditions
of the Certificates) of adjustments to be made to the Exchange Property pursuant to the
payment of a Capital Distribution in the form of a cash dividend by BEWG, as further
described below.
Interim Cash Dividend
On 28 August 2019, BEWG declared its interim dividend of HKD0.107 per BEWG
Share for the year ended 31 December 2019 (the "Dividend"). The Dividend will be
paid on 21 October 2019.
Adjustment to Exchange Property
Pursuant to the announcement made on 14 October 2019 and to Condition 7(g)(2) of the
Conditions of the Certificates, the Capital Distribution by way of a cash dividend payment
by BEWG of HKD0.107 per BEWG Share constitutes a Relevant Event and, accordingly,
the cash attributable to the Exchange Property, being HKD290,201.96, shall be included as
part of the Exchange Property. Consequently, the Exchange Property has been revised to
2,712,168 BEWG Shares and HKD1,516,101.82 in cash effective from 21 October 2019.
The Exchange Ratio per USD1,000 in Nominal Value of the Certificates has also been
revised to 1,002.6498 BEWG Shares and HKD560.48 in cash effective from 21 October
2019.
2. Dissolution at the option of the Issuer in respect of the Certificates
Khazanah, acting in its capacity as Wakeel, on behalf of Bagan wishes to inform the
Certificateholders as follows:
Pursuant to the announcement made on 14 October 2019, the total Nominal Value of
Certificates currently outstanding is USD2,705,000, which is less than 10 per cent. in
aggregate Nominal Value of the Certificates originally issued. Accordingly, the Issuer
hereby gives notice that it wishes to exercise its right, pursuant to Condition 10(b)(ii)(B)
of the Conditions of the Certificates, to redeem the then outstanding Certificates at their
Early Dissolution Amount on the Issuer Optional Dissolution Date, being 20
November 2019. The Early Dissolution Amount for each U.S.$1,000 in Nominal Value
of the Certificates is U.S.$1,000.00.
All outstanding Certificates shall be redeemed as provided in the Conditions of the
Certificates on the Issuer Optional Dissolution Date, other than any Certificates in
respect of which Exchange Rights shall have been exercised pursuant to Condition 7 of
the Conditions of the Certificates. Pursuant to Condition 7(a)(i) of the Conditions of the
Certificates, Exchange Rights may be exercised by the Certificateholders in accordance
with the Conditions of the Certificates, up to and including 5 November 2019.
Effective from 21 October 2019, the Exchange Ratio per USD1,000 in Nominal Value
of the Certificates has been revised to 1,002.6498 BEWG Shares and HKD560.48 in
cash.
This notice is the Issuer Optional Dissolution Notice referred to in Condition 10(b)(ii) of
the Conditions of the Certificates.
As at the date of this notice, the board of directors of the Issuer comprises one Director,
namely Wong Su Yen Caroline. |