abi malaysia sdn bhd myr 80mln baids programme - offering circular

ABI Malaysia Sdn Bhd (2003)

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PRINCIPAL TERMS AND CONDITIONS FOR THEAL-BAI BITHAMAN AJIL ISLAMIC DEBT SECURITIES

I. ISSUE TERMS

1. Issuer : ABI Malaysia Sdn Bhd.An issue of RM80 million of Al Bai Bithaman Ajil IslamicDebt Securities (BaIDS) with the following maturity:

2. Issue and Maturity :

Series

123

Amount (RM mil)

20.030.030.0

Tenure (Years)

345

To refinance the Issuers existing debt, finance its capitalexpenditure and other general funding requirements, thedetails of which are as follows:

Amount (RMmil)1. Purchase of fixed assets 10.0*2. Repayment of part of bank

borrowings and creditfacilities

*63.6

*3. Settlement of certain hirepurchase facilities

*1.7

3. Purpose :

4. Working capital 4.7*The sums computed for 2. Repayment of part of bank borrowingsand credit facilities and 3. Settlement of certain hire purchasefacilities are based on the outstanding sums with the relevantfinancial institutions as at 4 April 2003. The actual amount to bepaid to these financial institutions, which will take place after 4 April2003, may vary from the above stated sums. In the event that theactual amount exceeds the above stated sums, the sum identified for4. Working capital will be reduced accordingly and vice versa.

4. Issuance Concept : (a) Under the BaIDS, the Lead Manager in its capacity as theprimary subscriber of the BaIDS, shall purchaseidentified assets (the Underlying Assets), which areacceptable 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 orbe greater than the Purchase Price. The UnderlyingAssets will be valued on a basis to be agreed to betweenthe Issuer and the Lead Manager;

(c) The Underlying Assets shall subsequently be resold to theIssuer at a selling price (Selling Price) which shall beequivalent to the Purchase Price plus the profit portion;

(d) The Issuer shall settle the Selling Price over a fixedperiod according to an instalment schedule; and

(e) The obligations of the Issuer on the settlement of theSelling Price shall be evidenced through the issuance ofBaIDS, the aggregate nominal value of which shall beequivalent to the Selling Price.


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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 Commissionsapproval.

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. The assets are not subject to

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 ofBaIDS.

The BaIDS shall be issued at par. The price payable for eachBaIDS shall be calculated in accordance with the formulaspecified in the Code of Conduct and Market Practices forScripless Securities Trading System issued by Bank NegaraMalaysia (BNM).

13. Rating : Malaysian Rating Corporation has assigned a final rating ofAID. The Issue shall maintain this final minimum long termrating till the Issue Date.

14. Redemption/Repurchaseof BaIDSs

: Unless previously purchased and cancelled, the BaIDS will beredeemed at their principal amount on the maturity dates ofeach Series. The Issuer may, at any time, purchase the BaIDSon the open market. BaIDS so purchased must be surrenderedfor cancellation.

15. Mode of Issue : Non-tender, private placement, without prospectus.

16. Security : None.

II OTHER ISSUE TERMS17. Form and Denomination : The BaIDS will be in bearer form in the denominations and

multiples of RM1,000,000 subject to the Rules on FullyAutomated System for Issuing/Tendering (FAST) issued byBNM, as amended or substituted from time to time and eachseries will be represented by a global note and exchangeablefor definitive certificates on the occurrence of certain events.

The BaIDS shall be issued in accordance with (a) the Code ofConduct and Market Practices for Malaysian Corporate BondMarket issued by the Institut Peniaga Bon Malaysia andapproved by BNM and (b) the Rules on the ScriplessSecurities under the Real Time Electronic Transfer of Fundsand Securities (RENTAS) system issued by BNM, or thereplacement thereof applicable from time to time.

18. Status of the BaIDS : The BaIDS shall constitute direct, unconditional, unsecuredand unsubordinated obligations of the Issuer ranking at alltimes at least pari passu without any preference amongst


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themselves and with all other unsecured and unsubordinatedobligations of the Issuer other than obligations preferred bylaw.

19. Lead ManagersExpenses

: All expenses incurred by the Lead Manager in the negotiationand 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; andv) Signing and publicitywill be for the account of the Issuer. All such expenses are tobe reimbursed by the Issuer irrespective of whether thetransaction 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 therelevant category of the persons specified in section 4 (6) ofthe Companies Act, 1965, as amended from time to time.

22. Regulator & OtherApprovals

: The Issue is subject, but limited to, the specific approval ofSecurities Commission (SC) together with such otherregulatory approvals as may be required followingconsultation with the SC and the Lead Managers legalcounsel.

23. Other requirements : The Issue is subject, but not limited to, the following:

i) obtaining internal credit approvals after satisfactory reviewand evaluation of the Issuer by the Lead Manager; and

ii) satisfactory due diligence in respect of the submission tothe SC and the preparation of the InformationMemorandum, which is acceptable to the Lead Manager.

24. Documentation : The Issue shall be subject to the negotiation and execution ofdocumentation satisfactory to all parties incorporating clausescustomary for transactions of this nature as advised by theLead Managers legal counsel. Such documentation, whererelevant, shall include, but not be limited to, the following:

i) Asset Purchase Agreement;ii) Asset Sale Agreement;iii) Facility Agreement;iv) Trust Deed; andv) Depository and Paying Agency Agreement.

The Issuer shall prepare an Information Memorandum for theIssue. The Issuer shall provide relevant information to theLead Manager and its legal counsel as may be required in thepreparation of the Information Memorandum. The LeadManager and its legal counsel shall assist the Issuer with the


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foregoing.

25. Conditions Precedent : The completion of the Issue and the terms and conditions setforth herein will be subject to the fulfilment of certaincustomary 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 inform and substance acceptable to the Lead Manager; and

iv. Evidence that the rating of the Issue is not below therating stated in Rating above.

26. Positive Covenants : The Issue will have the benefit of certain positive covenants tobe given by the Issuer which include, but not limited to, thefollowing:

a) the Issuer shall promptly comply with all applicableprovisions of the Securities Commission Act, 1993 andall practice notes, circulars or guidelines issued by the SCfrom time to time in relation to the BaIDS;

b) the Issuer shall maintain in full force and effect allrelevant authorisations, consents, rights, licences,approvals and permits and will promptly obtain anyfurther authorisations, consents, rights, licences,approvals and permits which are or shall becomenecessary to enable it to own its assets, to carry on itsbusiness or for the Issuer to enter into or perform itsobligations under the transaction documents or to ensurethe validity, enforceability, admissibility in evidence ofthe obligations of the Issuer or the priority or rights of thefinanciers under the transaction documents and the Issuershall comply with the same;

c) the Issuer shall promptly perform and carry out all itsobligations under all the transaction documents andensure that it shall immediately notify the Trustee in theevent that the Issuer is unable to fulfil or comply with anyof the provisions of the transaction documents;

d) the Issuer shall at all times on demand execute all suchfurther documents and do all such further acts reasonablynecessary at any time or times to give further effect to theterms and conditions of the transaction documents;

e) the Issuer shall exercise reasonable diligence in carryingout its business and affairs in a proper and efficientmanner and in accordance with sound financial andcommercial standards and practices;

f) the Issuer shall prepare its financial accounts on a basisconsistently applied in accordance with approvedaccounting standards in Malaysia and ensure that thesefinancial accounts shall give a true and fair view of theresults of the operations of the Issuer for the period inquestion and the state of its affairs for the period to which


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the financial accounts are made up and shall disclose orreserve against all the liabilities (actual or contingent) of theIssuer;

g) the Issuer shall cause any loan and advance from itsshareholder to be subordinated to BaIDS; and

h) such other undertakings as may be advised by the LegalCounsel to the Lead Manager and agreed to by the Issuer.

27. Negative Covenants : The Issue will have the benefit of certain negative covenantsto be given by the Issuer which include, but not limited to, thefollowing:

a) The Issuer shall not create or permit to subsist anymortgage, charge, pledge or other security interest overthe whole or any part of its undertakings, assets, propertyor revenues, present or future, except for liens arising byoperation of law;

b) The Issuer shall not sell, lease, transfer or otherwisedispose of, by one or more transactions or series oftransactions (whether related or not), the whole or anypart of its revenues or its assets other than:

i. in the ordinary course of business on arms lengthterms; or

ii. disposal of equipment which the Issuer has inaccordance with its usual practice (which practicemust at least conform with any minimum applicableindustry standards) determined as being eitherobsolete or worn out;

c) The Issuer shall not enter into a transaction, whetherdirectly or indirectly with interested persons (including adirector, substantial shareholder or persons connectedwith the interested persons) unless:

i. such transaction shall be on terms that are no lessfavourable to the Issuer than those which could havebeen obtained in a comparable transaction frompersons who are not interested persons; and

ii. with respect to transaction involving an aggregatepayment or value equal to or greater than RinggitMalaysia 3 million , the Issuer obtains certificationfrom an independent adviser that the transaction iscarried out on fair and reasonable terms;

PROVIDED THAT the Issuer certifies to the Trustee thatthe transaction complies with paragraph (i), that theIssuer has received the certification referred to inparagraph (ii) (where applicable) and that the transactionhas been approved by the majority of the board ofdirectors or shareholders in a general meeting, as the casemay require.

d) The Issuer shall not:i. make any loans, grant any credit or give any guarantee

Ahmad AyubHighlight


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or indemnity to or for the benefit of any persons; or

ii. otherwise voluntarily assume any liability, whetheractual or contingent, in respect of any obligation ofany other person,

unless the covenants set out under Financial Covenantsare and will be fully complied with; and

e) such other undertakings as may be advised by the LegalCounsel to the Lead Manager and agreed to by the Issuer.

28. Financial Covenants : The Issue will have the benefit of covenants by the Issuerincluding, but not limited to, the following:

a) The Issuer, as long as any commitment under the BaIDSremains outstanding, shall ensure that its Debt to Equityratio will not exceed the following levels during each ofthe 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 aminimum of RM68 million.

c) The Issuer shall maintain an annual debt service coverratio (ADSCR) of at least 1.5 times;

d) The Issuer shall not declare any dividends or make anyother form of distribution, nor provide any loans to itsshareholders should the ADSCR be less than 1.75 timesand any dividends declared shall not be in excess of 20%of its profit available for appropriation for the sameperiod; and

e) Any shareholders loans shall be subordinated to all theBaIDS.

The Debt to Equity ratio is the ratio of indebtedness of the Issuerrepresented by:

i) All amounts outstanding under the BaIDS;

ii) All other indebtedness for borrowed monies (be it actualor contingent), hire purchase obligations, finance leaseobligations, net exposure determined on a marked tomarket basis under any derivative instrument andobligations under guarantees and contingent liabilities ofthe Issuer but excluding inter company loans which aresubordinated to the Issuer,


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to the shareholders funds of the Issuer including, if any,preference equity, subordinated shareholders advances/loansand retained earnings/losses.

The Debt to Equity ratio and ADSCR calculations shall be dulyconfirmed by the Issuers external auditors and based on thelatest audited accounts of the Issuer. For the avoidance ofdoubt, any double counting shall be disregarded.

ADSCR = (Cash balance at beginning of the year + Cash inDSRA + Annual Operating Cash Flow) / (Annual interestexpense + Principal payments of BaIDS for the followingyear)

29. Representations andWarranties

: The Issue will have the benefit of certain representations andwarranties be given by the Issuer which include, but notlimited to, the following:

a) the Issuer is duly established and existing under the lawsof Malaysia and it has the power and authority to enterinto its current business;

b) the Issuer has the power to enter into, exercise its rightsunder and perform its obligations under the transactiondocuments;

c) all necessary actions, authorisations and conetns requiredunder 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 andperformance of the transaction documents do not and shallnot violate any existing law or agreements to which it is aparty;

e) the transaction documents create valid and bindingobligations, which are enforceable on and against theIssuer;

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 andfair view of the Issuers financial position;

h) no litigation or arbitration is current or, to the Issuersknowledge is threatened, which if adversely determinedmay have a material adverse effect on the ability of theIssuer to comply with the transaction documents; and

i) such other representations and warranties as may beadvised by the Legal Counsel of the Lead Manager andagreed with the Issuer.

The representations and warranties shall survive the signing ofthe transaction documents and the issuance of the BaIDS andrepeated on each Coupon payment date.


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30. Information Covenants : The Issue will have the benefit of information covenants togiven by the Issuer which include, but not limited to, thefollowing:

a) the Issuer shall provide to the Trustee at least on anannual basis, a certificate confirming that it has compliedwith all its obligations under the transaction documentsand the terms and conditions of the BaIDS and that theredoes not exist or had not existed, from the date the BaIDSwere issued, any Event of Default, and if such is not thecase, 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 theend of each of its financial year) copies of itsfinancial statements for that year which shall containthe income statements and balance sheets of theIssuer and which are audited and certified by a firmof independent certified public accountants;

ii. as soon as they become available (and in any eventwithin ninety (90) days after the end of the first halfof its financial year) copies of its half yearlymanagement accounts for that period which shallcontain the income statements and balance sheets ofthe Issuer which are duly certified by any one of itsdirectors;

iii. promptly, such additional financial or otherinformation relating to the Issuers business and itsoperations as the Trustee may from time to timereasonably request; and

v. promptly, all notices or other documents received bythe Issuer from any of its shareholders or its creditorswhich contents may materially and adversely affectthe interests of the BaIDS holders, and a copy of alldocuments dispatched by the Issuer to itsshareholders (or any class of them) in their capacityas shareholders or its creditors generally at the sametime as these documents are dispatched to theseshareholders or creditors,

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

d) the Issuer shall promptly notify the Trustee of anylitigation or other proceedings of any nature whatsoeverbeing threatened or initiated against the Issuer before anycourt or tribunal or administrative agency which mayhave a material adverse effect on the Issuer;

e) the Issuer shall promptly give notice to the Trustee of theoccurrence of any Event of Default or any event which,upon the giving of notice and/or lapse of time and/or the


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issue of a certificate and/or the fulfilment of the relevantrequirement as contemplated under the relevanttransaction document would constitute an Event ofDefault (Potential Event of Default) forthwith uponbecoming aware thereof, and it shall take all reasonablesteps and/or such other steps as may reasonably berequested by the Trustee to remedy and/or mitigate theeffect of the Event of Default or the Potential Event ofDefault;

f) the Issuer shall promptly inform the Trustee of anysubstantial change in the nature of the business of theIssuer; and

g) any other covenants as advised by the Legal Counsel ofthe Lead Manager and agreed with the Issuer.

31. Debt Service ReserveAccounts (DSRA)

: The Issuer shall open two DSRA, one each for the Couponpayments and the principal payment of the BaIDS. TheDSRA shall be operated solely by the Trustee and shall befunded as follows:

(a) In respect of Coupon payments due under the BaIDS, oneCoupon payment shall be deposited into the DSRA onIssue Date.Thereafter, the credit balance equivalent to at least theCoupon payment due on the next Coupon payment datemust be maintained at all times in the DSRA throughoutthe duration of the BaIDS;

(b) In respect of principal payment for each Series of theBaIDS, an amount equal to the principal payment shall bedeposited by 12 equal monthly instalments into theDSRA commencing 12 months prior to the respectivematurity date for each Series of the BaIDS. The sum shallbe deposited by the 7th day of the respective months. Forthe avoidance of doubt, the full sum shall be available 1month prior to the respective maturity dates of eachSeries of the BaIDS. The amounts standing to the creditin the DSRA for principal payment shall be utilised tofully pay the principal amount due under each Series ofthe BaIDS on the relevant maturity dates.

The Issuer may only withdraw sums from the DSRA toservice the BaIDS and to make Eligible Investments (asdefined below). However, the Issuer may only utilise theamounts in the DSRA to service the BaIDS or any otheramounts due in connection with the transaction documents ifat the time the relevant payments are due, the Issuer hasinsufficient funds to make full payments to amounts due forthe BaIDS. In this regard, the Issuer shall top up any shortfallwithin one (1) month (Permitted Period) from the date ofsuch withdrawal. Subject to the foregoing, non-compliance ofthe requirement to deposit such sums as required into theDSRA shall constitute a breach by the Issuer of its obligationshereunder and if not remedied within thirty (30) days after the


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Issuer became aware or after having been notified of thefailure will constitute an Event of Default.

32. Right to make EligibleInvestments

: Monies deposited in the DSRA may be invested by theTrustee in Eligible Investments upon receiving instructionfrom the Issuer provided that:

i) such funds utilised for Eligible Investments shall, wherenecessary, be remitted to the DSRA in a timely mannerto meet any payment obligations of the Issuer when dueand payable;

ii) such Eligible Investments are to be held and not traded;and

iii) such Eligible Investments shall be denominated inRinggit.

All income earned from such investments will be credited toand retained in the DSRA to ensure that the requisiteminimum balances are maintained. Any surplus may bereleased to the Issuer.

Eligible Investments shall comprise investment productsapproved by the Syariah Advisory Council of the SC, BNMsSyariah Council and/or other recognised Syariah authorities. Forthe 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 licensedfinancial institutions with a short term rating of P1 and aminimum long term rating of AA- or their equivalent; or

(c) Treasury bills, money market instruments, and other debtinstruments issued under Syariah principles by BNM or theGovernment of Malaysia (GOM); or

(d) Debt securities issued by quasi Government or Governmentrelated entities under the Syariah principles with a shortterm rating of P1 and a minimum long term rating of AA- ortheir equivalent or debt securities guaranteed by the GOM;or

(e) Private debt securities issued under Syariah principles bycorporations, financial institutions or guaranteed by licensedfinancial institutions with a short term rating of P1 or aminimum 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 acertain portion of the BaIDS proceeds identified forrefinancing its existing debt. The Designated Account shall besolely operated by the Facility Agent who shall make paymenton behalf of the Issuer upon receiving redemption statementsissued by the respective financial institutions.

Pending redemption of the existing debt, moneys deposited inthe Designated Account may be invested by the Facility Agent


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in certain investments upon receiving instruction from theIssuer. The Right to make Eligible Investments above, shallmutatis mutandis, be applicable to the Designated Account.

In the event that the moneys deposited in the DesignatedAccount is insufficient to redeem any part of the existing debtidentified by the Issuer, the Issuer shall top up the balanceforthwith 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 theDesignated Account to the Issuer and the Designated Accountmay be closed.

34. Events of Default : Customary events of default shall apply and shall include butnot be limited to the following:

(a) the Issuer fails to pay any amount due from it under anyof the transaction documents on the due date or, if sopayable, on demand;

(b) the Issuer fails to observe or perform its obligations underany of the transaction documents or the BaIDS or underany undertaking or arrangement entered into inconnection therewith other than an obligation of the typereferred to in paragraph (a) above and the obligation totop up the minimum required balances of the DSRA, andin the case of a failure which in the opinion of the Trusteeis capable of being remedied, the Issuer does not remedythe failure within a period of thirty (30) days after theIssuer became aware or having been notified by theTrustee;

(c) In relation to the Issuers obligation to top up theminimum required balance of the DSRA, the Issuer failsto top up any shortfall after the expiry of the PermittedPeriod defined under the heading Debt Service ReserveAccounts (DSRA).

(d) any representation, warranty, covenant or undertakingmade or given by the Issuer under the transactiondocuments or which is contained in any certificate,document or statement furnished at any time pursuant tothe terms of the BaIDS and/or any of the transactiondocuments proves to have been incorrect in any materialrespect on or as of the date made or deemed made; or

(e) where any indebtedness for borrowed moneys orguarantee of the Issuer exceeding RM1 million becomesdue and payable prior to its stated maturity or is notdischarged at maturity or where the security created forsuch indebtedness for borrowed moneys becomesimmediately enforceable; or

(f) a winding up order has been made against the Issuer or aresolution to wind up the Issuer has been passed; or

(g) a scheme of arrangement under section 176 of the


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Companies Act 1965 has been instituted against the Issuer;or

(h) a receiver has been appointed over the whole or asubstantial part of the assets of the Issuer; or

(i) there is a revocation, withholding or modification of alicence, authorisation or approval that will impair orprejudice the Issuers ability to comply with the terms andconditions of the BaIDS or any of the transactiondocuments to which it is a party; or

(j) at any time it becomes unlawful for the Issuer to performor comply with any or all of its obligations under theBaIDS or any of the transaction documents to which it isa party or any of the aforesaid obligations cease to belegal, binding and enforceable; or

(k) any event or events has or have occurred or a situationexists which in the opinion of the Trustee may have amaterial adverse effect on the Issuer, and in the case ofthe occurrence of such event or situation which in theopinion of the Trustee is capable of being remedied, theIssuer does not remedy it within a period of thirty (30)days after the Issuer became aware or having beennotified by the Trustee of the event or situation; or

(l) such other event as may be advised by the Legal Counselof the Lead Manager and agreed by the Issuer.

35. Compensation(Tawidh)

: In the event of overdue payments of any amount due under theBaIDS, the Issuer shall pay compensation on such overdueamounts at the rate and manner prescribed by the SCs SyariahCouncil or other relevant authority.

36. Clear Market : The Issuer shall undertake that from the date of mandate ofIssue to the date falling 30 days after the closing date of theIssue, the Issuer will ensure that it will not privately place orsyndicate, or in any way arrange any fund raising activities,directly or indirectly, in any manner which might have adetrimental effect on the Issue.

37. Force Majeure : IPMA (Clause 2): The BaIDS may be terminated prior to theirrelevant payment dates if there shall have been a change innational or international financial, political or economicconditions or currency exchange rates or exchange controls aswould in the opinion of the Lead Manager or the FacilityAgent be likely to prejudice materially the success of theoffering and distribution of the BaIDS or dealings in theBaIDS in the secondary market.

38. No Adverse Change : The terms and conditions of the BaIDS (other than in relationto Clear Market and Force Majeure above) will be subject toconfirmation from the Issuer that there has been no adversechange in its business or financial conditions and prospectssince the date of its latest annual report and accounts.


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39 Title : The title to the BaIDSs will pass by delivery.

40 Taxation : All payments under the BaIDS shall be made withoutwithholding or deductions for or on account of any present orfuture tax, duty or charge of whatsoever nature imposed orlevied by or on behalf of the GOM, or any authority thereof ortherein having power to tax, unless such withholding ordeduction is required by law, in which event the Issuer shall notgross up for any such deductions or withholdings.

41 Business Days : A day (other than a Saturday, Sunday and public holiday) inwhich financial institutions are open for business in KualaLumpur.

42 Trustee : Pacific Trustees Berhad.

43 Central Depository : BNM.

44 Facility Agent : HSBC Bank Malaysia Berhad.

45 Financial Due DiligenceConsultant

: Ahmad Abdullah & Goh.

46 Legal Counsel to theLead Manager

: Wong & Partners.

47 Governing Law : The laws of Malaysia.


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Appendix G

List of Identified Assets

Location Yearof

Description Cost Net Book Value

Acquisition As At 30.9.2002RM RM

Plot 45, RawangIntegrated

1998 10,383,769.96 10,077,249.75

Industrial Park(Lot 45)

Freehold land of 114,221 sq. ft together with asingle-story warehouse and a 2-storey officeblock with an aggregate build-up area 59,688 sq ft

Plot 48, RawangIntegrated

1995 10,715,640.05 9,883,819.49

Industrial Park(Lot 48)

Freehold land of 132,738 sq. ft together with asingle-story factory and a 3-storey officeblock with an aggregate build-up area 99,678 sq ft

Lot 45 2002 1 unit Bender/Sovema lead casting 13,772,837.99 13,772,837.99and rolling system

Lot 48 2002 1 unit BM-Automatic enveloping and 2,425,852.94 2,334,883.45stacking machine with lug brushingSystem

Lot 48 2002 1 unit 24 tonne capacity Sovema 6,454,573.91 6,239,421.45Oxide Mill Production Plant withcomplete system

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 2,424,850.83 2,404,643.74stacking machine with lug brushing system

Lot 48 2002 1 unit Sovema Performer Expanded Metal/ 11,299,149.40 11,299,149.40Pasting Line

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

TOTAL: 83,390,979.40 81,874,002.16

PRINCIPAL TERMS AND CONDITIONS FOR THEAL-BAI BITHAMAN AJIL ISLAMIC DEBT SECURITIES

I.ISSUE TERMSABI Malaysia Sdn Bhd.

Year of

abi malaysia sdn bhd myr 80mln baids programme - offering circular

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