1 Issue : up to RM29.600 million nominal value RCULS.
(The final amount of the RCULS can only be determined after the closing date of the Proposed Rights Issue.)
2. Issue Price : At par i.e. RM1.00
3. Form and Denomination : The RCULS shall be issued in denomination of RM1.00 and constituted by a trust deed to be entered into between EPE and a Trustee (to be appointed).
4. Tenure : The RCULS will have a tenure of five (5) years from and including the date of issue.
5. Maturity Date : On the fifth (5th) anniversary of the date of issue
6. Coupon : 6% per annum payable annually in arrears
7. Conversion : Convertible into new EPE shares at any time during the Tenure of the RCULS.
8. Conversion Price : At par i.e. RM1.00.
9. Redemption Milestone : Year 1 Year 2 Year 3 Year 4 Year 5
10% 20% 20% 20% 30%
10. Mode of Issue and Listing : Direct placement without prospectus. The RCULS will not be listed on the KLSE.
11. Ranking of new EPE shares
from Conversion : The new EPE shares to be issued pursuant to the conversion of the RCULS shall, upon allotment and issue, rank pari passu in all respects with the then existing EPE shares, save and except that they will not be entitled to any dividends, rights and/or distributions prior to the conversion date of the RCULS.
Table 2 - Directors of PRSB as at 30 April 2002
Table 3 - Substantial shareholders of PRSB as at 30 April 2002
Table 4 - Historical performance of PRSB
The results of PRSB for the past four (4) financial years ended 31 December 1998 to 2001 are summarised as follows:
Notes:
(1) The income statement of PRSB was first drawn up for the financial year ended 31 December 1998 as PRSB commenced operations on 10 August 1998.
(2) There were no extraordinary items during the years under review.
(3) The results of PRSB for the year ended 31 December 1998 was made up of approximately five (5) months of operations as the power station only commenced operations on 10 August 1998 and operated at a capacity of 90MW.
(4) Revenue for the year ended 31 December 1999 increased by RM90.2 million or 258.9% due to a full year of operations and the increase in the capacity of the power station to 120MW in February 1999. Profit after taxation rose by approximately RM10.0 million or 213.0% mainly due to the effects of a full year of operations.
(5) The decline of RM11.8 million or 9.4% in the revenue for the year ended 31 December 2000 was due mainly to lower energy fuel revenue charged to SESB. Despite the decline in revenue, profit after taxation increased by RM2.3 million mainly due to the reduction in the amortisation of the power station cost, which was in turn due to the change in the projected revenue estimated by the directors of PRSB.
(6) Revenue for the year ended 31 December 2001 was higher than that in the previous year by 19.1% due mainly to higher total energy sold in 2001 compared to that in 2000. Profit after taxation for year ended 31 December 2001 improved by approximately RM6.3 million as compared to the previous year. The significant contributor for this positive variance is the improved gross profit performance resulting from higher energy export and lower gas turbine maintenance activities for the year. In addition, there was also a reduction in the cost of borrowing and income tax, which contributed positively to the overall results.
Table 5 - Salient terms and conditions of the PRSB CULS
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Issue Size |
RM29 million |
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Interest |
12.5% per annum |
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Issue Date |
30 June 1998 |
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Maturity Date |
30 June 2008 |
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Form and denomination |
Nominal value of RM1.00 each |
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Conversion Period |
From issuance to the day prior to the Maturity Date |
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Conversion Price |
RM1.00 nominal value of CULS for each ordinary share of RM1.00 each in PRSB |
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Conversion |
In the event that the holder of the CULS shall convert part or whole of its entitlement to the PRSB CULS, all rights to interest on any PRSB CULS converted (save for any unpaid interest accrued up to the last anniversary of the Issue Date prior to the conversion, which shall forthwith be paid by the Issuer) shall be extinguished from the date of conversion and the shares shall participate in full in all dividends and any other distributions declared on the ordinary shares thereafter (except for dividends in respect of the financial year immediately preceding the financial year in which the conversion was effected) and on the basis that such shares had at all times from and including the commencement of the financial year in which the same were converted been ordinary shares. |
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Redemption |
On the Maturity Date, all unconverted CULS will be redeemed for their full principal amount together with all unpaid accrued interest. Subject to the subordination of the loan set out below, the CULS may be redeemed prior to the Maturity Date with all unpaid interest accrued up to the last anniversary of the Issue Date prior to the date of redemption, if so approved by a meeting of the holders of the CULS |
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Listing |
Not listed on the KLSE |
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Subordination |
Subordinated to the obligations of the issuer to any banking and/or financial institutions for the payment or repayment of any credit or loan facilities provided by such banking or financial institutions to the issuer for the purposes of or in connection with the power station project with the intent that notwithstanding the occurrence of any event of default, no monies shall be paid by the issuer to the holders so long as any monies shall remain outstanding and owing to any such banking or financial institutions. |
Table 6 - Directors of PET as at 30 April 2002
Table 7 - Substantial shareholders of PET as at 30 April 2002
Table 8 - Historical performance of PET
The consolidated results of the PET Group for the past five (5) financial years ended 31 December 1997 to 2001 are summarised as follows:-
Notes:-
(1) There were no extraordinary or exceptional items during the years under review.
(2) For all the years under review, the PET Group's revenue consists entirely of EWT's revenue. EWT's revenue was mainly derived from the sale of distribution transformers which it manufactures.
(3) Due to the economic downturn in 1998 which led to the deferment of several power transmission and distribution projects by Tenaga Nasional Berhad ("TNB"), revenue for year 1998 plunged to RM26.1 million, representing a drop of RM7.2 million or 21.6% as compared to 1997. In the same financial year, the PET Group incurred a loss after taxation and minority interests of RM0.8 million due to higher imported raw material costs as a result of the appreciation of major foreign currencies against the RM.
(4) Poor economic conditions in the first half of 1999 continued to affect the growth in the power industry, contributing to a further slide in the revenue of the PET Group to RM21.1 million, a decrease of about RM5.1 million or 19.4% from 1998. Despite the continued decline in revenue, a profit after taxation and minority interest of about RM69,000 was recorded in 1999. This was due to the strengthening of the RM versus the major currencies, improvement in production and resources management and the significant reduction in interest expense due to the settlement of a term loan in mid-1998.
(5) As the economic situation rebounded in 2000, the increased demand from TNB led to an improvement in revenue for the last quarter of 2000, as can be seen in the slight increase in revenue of about RM1.1 million or 5.0% as compared to 1999. Profit after taxation and minority interest for 2000 increased by RM266,000 compared to the previous year.
(6) The 34.1% increase in revenue for the year ended 31 December 2001 is due mainly to higher orders received from TNB. As a result of the higher turnover, the reimbursement of certain substation test fee paid to TNB, lower manufacturing, operating and financial expenses, profit after taxation of the PET Group doubled the previous year's.
Table 9 - Subsidiary of PET
The details of the only subsidiary of PET are as follows:-
Table 10 - Directors of TIME as at 15 April 2002
Table 11 - Substantial shareholders of TIME as at 15 April 2002
Notes:-
* Held through Universal Trustee (Malaysia) Berhad for Fibroceil Manufacturing Sdn Bhd, a wholly owned subsidiary of Fleet Group Sdn Bhd and Hatibudi Nominees (Tempatan) Sdn Bhd, which are in turn wholly-owned subsidiaries of Renong Berhad.
** Held through a nominee company.
*** Deemed interest by virtue of being the substantial shareholder of Renong Berhad.
Table 12 - The dates and original cost of investment of TIME in PRSB
Table 13 - The date and the original cost of investment of TIME in PET
Table 14 - Effects of the Proposals on the issued and paid-up share capital
Maximum Scenario - Assuming full subscription of Rights Shares by shareholders
Note:-
* Assuming that RM29.600 million nominal value of RCULS are fully converted at RM1.00 per EPE share.
Minimum Scenario - Assuming nil subscription of Rights Shares by shareholders except for the 65,950,000 Rights Shares undertaken to be subscribed to by TIME
Note:-
* Assuming that RM25.866 million nominal value of RCULS are fully converted at RM1.00 per EPE share.
Table 15 - Proforma NTA and Gearing effects of the EPE Group
Maximum Scenario - Assuming full subscription of Rights Shares by shareholders
Note:-
+ Including estimated expenses of the Proposals of RM4.4 million.
* Assuming that RM29.600 million nominal value of RCULS are fully converted at the conversion price of RM1.00 per EPE share.
n/a Not applicable
Minimum Scenario -Assuming nil subscription of Rights Shares by shareholders except for the 65,950,000 Rights Shares undertaken to be subscribed to by TIME
Note:-
+ Including estimated expenses of the Proposals of RM4.4 million.
* Assuming that RM25.866 million nominal value of RCULS are fully converted at the conversion price of RM1.00 per EPE share.
n/a Not applicable.
Table 16 - Effects of the Proposals on substantial shareholders of EPE
Maximum Scenario - Assuming full subscription of Rights Shares by shareholders
Notes:-
* Assuming that the total nominal value of RCULS issued is RM29.600 million and the conversion price of the RCULS is RM1.00 per EPE share.
Minimum Scenario -Assuming nil subscription of Rights Shares by shareholders except for
the 65,950,000 Rights Shares undertaken to be subscribed to by TIME