General Announcement::NOTICE TO CERTIFICATEHOLDERS

Issuer & Securities

Issuer/ Manager
BAGAN CAPITAL LTD
Securities
BAGANCAP US$398.8M ETC 210923 - XS1486565507 - 4U3B
Stapled Security
No

Announcement Details

Announcement Title
General Announcement
Date &Time of Broadcast
20-Oct-2019 22:20:20
Status
New
Announcement Sub Title
NOTICE TO CERTIFICATEHOLDERS
Announcement Reference
SG191020OTHRLR50
Submitted By (Co./ Ind. Name)
Ng Eu Gin
Designation
SVP, Khazanah Nasional Berhad
Effective Date and Time of the event
21/10/2019 07:00:00
Description (Please provide a detailed description of the event in the box below)
NOTICE TO CERTIFICATEHOLDERS

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 announcement, the board of directors of the Issuer comprises one Director, namely Wong Su Yen Caroline.

This notice should be read in conjunction with BEWG s announcement to the Stock Exchange of Hong Kong Limited in respect of the Dividend dated 28 August 2019, the announcement dated 14 October 2019 and the Conditions of the Certificates set out in the Offering Circular dated 20 September 2016 relating to the Certificates.

All capitalised terms not otherwise defined herein have the same meaning given to them in the Conditions of the Certificates.

Attachments

Bagan_Announcement to Certificateholders.pdf
Total size =91K