DRB-HICOM BERHAD (DRB-HICOM OR COMPANY)

PROPOSED ISSUANCE OF UP TO 1.25 BILLION NEW REDEEMABLE CONVERTIBLE

CUMULATIVE PREFERENCE SHARES BY PROTON HOLDINGS BERHAD (PHB OR
ISSUER), A WHOLLY-OWNED SUBSIDIARY OF DRB-HICOM TO GOVCO
HOLDINGS BERHAD (GOVCO OR SUBSCRIBER) (PROPOSED RCCPS
ISSUANCE)

1.

INTRODUCTION
Pursuant to Paragraph 10.06 of the Bursa Malaysia Securities Berhads Main
Market Listing Requirements (Listing Requirements), DRB-HICOM wishes to
announce that its wholly-owned subsidiary company, PHB, had on 6 June 2016
entered into a conditional subscription agreement with GOVCO for the proposed
subscription of 1,250,000,000 new redeemable convertible cumulative preference
shares comprising par value of RM0.01 each and premium of RM0.99 each at an
issue price of RM1.00 each (PHB RCCPS) by GOVCO (Subscription
Agreement).
PHB and GOVCO are individually known as a Party and collectively known as the
Parties.

2.

INFORMATION ON PHB
PHB was incorporated on 7 May 1993. It is a wholly-owned subsidiary company of
DRB-HICOM.
PHB is an investment holding company. PHB, through its subsidiaries,
manufactures, assembles and sells motor vehicles and related products such as
accessories, spare parts, and other components. PHB Groups business activities
span throughout the whole automotive value chain encompassing vehicle
engineering, R&D, manufacturing, distribution, sales, after-sales services as well as
financing.
As at 6 June 2016, the authorised share capital of PHB is RM1,013,500,000 only
comprising of 1,000,000,000 ordinary shares of RM1.00 each (PHB Shares)
1,000,000 redeemable preference shares of RM1.00 each and 1,250,000,000
redeemable convertible cumulative preference shares of RM0.01 each. As at 6
June 2016 the issued and paid up share capital of PHB is RM550,213,002
comprising of 549,213,002 PHB Shares and 1,000,000 redeemable preference
shares of RM1.00 each.

3.

INFORMATION ON GOVCO
GOVCO was incorporated on 27 April 2010 and is an approximately 99.99% owned
by Minister of Finance Incorporated (MOF).
As at 31 May 2016, the authorised share capital of GOVCO is RM10,000,000
comprising of 10,000,000 ordinary shares of RM1.00 each while the issued and
paid up share capital of GOVCO is RM100,002 comprising 100,002 ordinary shares
of RM1.00 each. MOF holds 100,001 ordinary shares whilst Federal Lands
Commissioner holds 1 ordinary share.

4.

DETAILS OF THE PROPOSED RCCPS ISSUANCE

4.1

Issuance and Subscription of Subscription Shares

Subject to the terms and conditions of the Subscription Agreement, PHB has
agreed to issue and GOVCO has agreed to subscribe 1,250,000,000 PHB RCCPS
(Subscription Shares) at the total subscription amount of RM1,250,000,000
(Subscription Sum) by way of cash payment.

4.2

Conditions Precedent (CPs)

The obligations of PHB to issue the Subscription Shares and GOVCO to subscribe
for the same are conditional upon the following CPs being satisfied or fulfilled within
the period commencing from the date of the Subscription Agreement until 6 June
2016 or such other extended period (Conditional Period):
a)

PHB to obtain approval from its shareholder to increase the authorised share
capital of PHB, to amend the memorandum of association and to issue the
Subscription Shares based on terms of the Subscription Agreement;

b)

PHB to obtain the approval of its board of directors for the allotment and
issuance of the Subscription Shares based on terms of the Subscription
Agreement;

c)

PHB having initiated and presented a restructuring/turnaround plan of

PROTON to the committee formed by the Government of Malaysia and led by
Performance Management and Delivery Unit (Pemandu) consisting of
members appointed by the Government of Malaysia who will be responsible
in monitoring the implementation of PHBs business recovery plan (Task
Force). The said restructuring/turnaround plan will entail an outline plan on
the relocation of the Shah Alam plant to the Tanjung Malim plant and a
strategic plan for the expansion of business domestically and internationally;
and

d)

PHB to provide to the Task Force a list of identified vendors and the
outstanding amount as of 30 April 2016 (Approved List).

The Subscription Agreement shall become unconditional on the date of which the
last of the CPs is fulfilled or otherwise waived mutually by the Parties in writing. As
at the date of the Subscription Agreement, the CPs have been fulfilled and the said
agreement is unconditional.
4.3

Completion
Subject to the fulfilment of the CPs, the completion in respect of the subscription of
the Subscription Shares shall take place on or before 6 June 2016 or at such other
time as the Parties may mutually agree upon in writing (Subscription Date).
As the Subscription Agreement has become unconditional on 6 June 2016, the
Parties will agree on the Subscription Date to fully pay the Subscription Sum by
way of cash to PHB into an escrow account opened by PHB and jointly operated by
the Parties. The manner of operating of the escrow account and disbursement of
funds from the said account shall be mutually agreed in writing by the Parties.
PHB will allot and issue the Subscription Shares free from all encumbrances to
GOVCO, enter GOVCOs name in its register of members as holders of the
Subscription Shares and deliver to GOVCO the share certificates in respect of the
Subscription Shares.

4.4

Strategic Investor
Within one (1) year from the date of the Subscription Agreement or such other date
as Parties may mutually agree to extend, PHB shall use its best endeavour to seek
and identify a strategic and renowned partner who will assist in research and
development to become a competitive player in automotive industry at the
international level. Notwithstanding the aforesaid, in the event that PHB is not able
to fulfil the aforesaid requirement after exercising its best efforts and endeavours,
the Parties shall mutually discuss for alternative solutions or options towards
achieving similar objective.

4.5

Key salient terms of the PHB RCCPS

The key salient terms of the PHB RCCPS is set out in Appendix 1.

4.6

Termination
Subject to paragraph below, in the event PHB fails to carry out any obligation on its
part under the Subscription Agreement, GOVCO shall be entitled to terminate the
Subscription Agreement by giving notice in writing to PHB and claim for damages
and cost incurred in respect of the Subscription Agreement against PHB.

Any termination of the Subscription Agreement shall not affect the terms and
holdings of the PHB RCCPS which have been issued and are subsisting as at the
date of such termination.
5.

BASIS OF DETERMINING THE ISSUE PRICE AND CONVERSION PRICE OF

THE PHB RCCPS
The issue price of the PHB RCCPS of RM1.00 each is based on a premium of
RM0.99 per PHB RCCPS based on the par value of RM0.01 per PHB RCCPS. The
conversion price of approximately RM0.87 per PHB Share arising from the
conversion ratio of 1 PHB RCCPS : 1.152 new PHB Share was determined on a
negotiated basis and after taking into expected required rate of returns to GOVCO.

6.

UTILISATION OF PROCEEDS
The proceeds from the Subscription Shares will be utilised for the settlement of
outstanding balances payable to PHB Groups creditors, vendors and suppliers
which are set out in the Approved List.

7.

RATIONALE FOR THE PROPOSED RCCPS ISSUANCE

PHB Group has been experiencing flagging vehicle sales in the recent years and
this has affected PHB Groups cashflow position. PHB Group plays a crucial role in
the national automotive industry where there are about 12,000 workers directly
under the PHB Group while approximately 50,000 are employed under the various
vendor companies. In cognisance of this, the Government of Malaysia agreed to
subscribe to the PHB RCCPS to provide financial support to PHB.
The Proposed RCCPS Issuance will enable PHB to regularise its cashflow and
settle the long outstanding balance payable to PHB Groups various local and
international creditors/vendors/suppliers. This will also help rebuild the
vendors/suppliers confidence in the PHB Group.

8.

FINANCIAL EFFECTS FROM THE PROPOSED RCCPS ISSUANCE

The Proposed RCCPS Issuance will not have any effect on the issued and paid-up
share capital and substantial shareholders shareholdings of DRB-HICOM. It is also
not expected to have any material impact on the net assets, gearing, earnings and
earnings per share for the financial year ending 31 March 2017 to the DRB-HICOM
group.
On the assumption that PHB converts the entire 1,250,000,000 PHB RCCPS and
the unpaid dividend declared for the PHB RCCPS of RM574,000,000 into
2,101,248,000 new PHB Shares at the end of the Tenure based on the Conversion
Ratio (Full Conversion Scenario) as set out in Appendix 1, DRB-HICOMs
shareholdings in PHB will be diluted from 100% to approximately 20.72% and DRB-

HICOM will then cease to consolidate PHB Groups financial statements. GOVCO
will hold approximately 79.28% in PHB.
For illustrative purposes, the proforma effects on the net assets (NA) and gearing
of the DRB-HICOM group after the Proposed RCCPS Issuance, upon redemption
of 1,250,000,000 PHB RCCPS and payment of dividends declared of
RM574,000,000 and upon the Full Conversion Scenario are as follows:
Audited as
at 31 March
2015
RM million

Proforma
1
I
RM million

Proforma
2
II
RM million

Proforma
3
III
RM million

Share capital

1,720

1,720

1,720

1,720

Non-distributable reserves

1,252

1,252

1,252

1,389

Retained profits

4,599

4,599

4,025

2,573

holders of DRB-HICOM

7,571

7,571

6,997

5,682

Total equity

9,352

8,778

Equity attributable to equity

10,602

7,529

Number of DRB-HICOM
shares in issue (million)

1,933

1,933

1,933

Total borrowings (RM million)

6,910

6,910

6,910

3.92

3.92

3.62

2.94

0.74

0.65

0.79

0.69

NA per share (RM)

Gearing (times)

1,933
6

5,198

Notes:
1 Proforma I is based on the scenario whereby the Proposed RCCPS Issuance has been
completed
2 Proforma II is based on the scenario whereby the entire PHB RCCPS has been
redeemed and all its related dividends declared have been paid in cash
3 Proforma III is based on the scenario whereby the entire PHB RCCPS has been
converted into new PHB Shares and all its related dividends declared have been
converted into new PHB Shares
4 Gearing is calculated based on total borrowings/total equity
5 PHB RCCPS will form part of the total equity of the DRB-HICOM Group
6 After taking into consideration the effects from the dilution of DRB-HICOMs interest in
PHB from 100% to approximately 20.72%.

9.

APPROVALS REQUIRED
The Proposed RCCPS Issuance does not require approval from shareholders of
DRB-HICOM or any other relevant authorities except for the approvals set out in
Paragraph 4.2 above.

10.

INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS

CONNECTED WITH THEM
Save for Dato Siti Fatimah binti Daud, none of the directors and major
shareholders of DRB-HICOM and/or persons connected to them has any interest,
direct and/or indirect, in the Proposed RCCPS Issuance.
Dato Siti Fatimah binti Daud being a Non-Independent Non-Executive Director of
DRB-HICOM is a nominee of MOF. Accordingly, she has abstained and will
continue to abstain from deliberating and voting at the relevant Board meetings in
respect of the Proposed RCCPS Issuance.

11.

STATEMENT BY DIRECTORS
The Board of Directors, (save for Dato Siti Fatimah binti Daud who has abstained
from all deliberations on the Proposed RCCPS Issuance), after having considered
all aspects of the Proposed RCCPS Issuance, are of the opinion that the Proposed
RCCPS Issuance is in the best interest of DRB-HICOM Group.

12.

ESTIMATED TIMEFRAME FOR COMPLETION

The Proposed RCCPS Issuance is expected to be completed by 7 June 2016.

13.

LIABILITIES, INCLUDING CONTINGENT LIABILITIES AND GUARANTEES TO

BE ASSUMED
There are no liabilities, including contingent liabilities and guarantees to be
assumed by DRB-HICOM pursuant to the Proposed RCCPS Issuance.

14.

DEPARTURE FROM THE SECURITIES COMMISSIONS POLICIES AND

GUIDELINES ON ISSUE/OFFER OF SECURITIES (SC GUIDELINES)
To the best knowledge of the Board of DRB-HICOM, the Proposed RCCPS
Issuance does not depart from the Securities Commissions Policies and Guidelines
on Issue / Offer of Securities.

15.

THE HIGHEST PERCENTAGE RATIO APPLICABLE TO THE PROPOSED

RCCPS ISSUANCE
The highest percentage ratio applicable to the Proposed RCCPS Issuance is
approximately 24.6% based on the audited consolidated financial statements of
DRB-HICOM as at 31 March 2015.

16.

DOCUMENT FOR INSPECTION

The Subscription Agreement is available for inspection at the registered office of
DRB-HICOM at Level 5, Wisma DRB-HICOM, No. 2 Jalan Usahawan U1/8,
Seksyen U1, 40150 Shah Alam, Selangor Darul Ehsan during normal business
hours from Mondays to Fridays (except public holidays) for a period of three (3)
months from the date of this announcement.

This announcement is dated 6 June 2016.

APPENDIX 1
Key salient terms of the PHB RCCPS
Terms

Description

Issuer

PHB

Subscriber

GOVCO

Issue size

Up to 1,250,000,000 PHB RCCPS

Par value

RM0.01 per PHB RCCPS

Premium

RM0.99 per PHB RCCPS

Issue price

RM1.00 per PHB RCCPS

Subscription
date
Tenure/ Maturity
date/Redemptio
n period

On 6 June 2016 or any other date to be mutually agreed by the Parties

Tenure of up to 15 years after the issuance date with 3 maturity dates and
redemption periods as follows:
Redemption of
PHB RCCPS

Maturity date*

First 300 million

End of 7 year

Tenure

Redemption period
th

th

7 years

th

End of 10
year
th
End of 15
Last 550 million
year
* from the issuance date
Next 400 million

10 years
15 years

th

6 to 7 year after
issuance date
th
th
8 to 10 year after
issuance date
th
th
11 to 15 year after
issuance date

If permitted by law, the Tenure of the PHB RCCPS can be mutually extended in
writing by PHB and GOVCO or in the event PHB with the written approval of
GOVCO defers the Redemption Period herein, such other maturity date as PHB
may request in writing not exceeding the Tenure.
Nothing herein shall restrict the right of PHB to redeem the RCCPS at the
Redemption Price at any time during the Tenure.
Grace period

5 years (60 months) from the Issuance Date. Grace Period shall be applicable to
dividend, conversion and redemption of the PHB RCCPS.

Dividend and
dividend rate

Subject to the compliance with the Companies Act, PHB shall annually from the
Issuance Date declare a cumulative dividend and the quantum of such dividend to
GOVCO provided always that:
(i) such dividend shall be 4.0% p.a. on a cumulative basis;
(ii) no dividend shall be declared to PHBs ordinary shareholders and other
preference shareholders without GOVCOs consent and if any dividend is
declared by PHB to its ordinary and other preference shareholders, then
dividends in respect of the PHB RCCPS shall be paid in preference; and
PHB has the option to convert partially or wholly any outstanding dividend payable
whereby for any unpaid dividend of RM1.00 shall be converted into PHB Shares
at the Conversion Ratio at the end of the Tenure. No dividend shall be payable
during the Grace Period and all dividends declared during the Grace Period shall

Terms

Description
be cumulative.

Redemption
price

Redemption value of RM1.00 per PHB RCCPS

Redemption
rights

No RCCPS shall be redeemed otherwise than in accordance with Section 61 of

the Companies Act 1965 or the equivalent provisions under the Companies Act
2016 and the Articles of Association of PHB.

Conversion
rights

PHB has the option to convert partially or wholly any outstanding PHB RCCPS
into PHB Shares at any time after the Grace Period. GOVCO shall not be entitled
to call for the conversion of the PHB RCCPS into any PHB Shares.
Any outstanding PHB RCCPS not redeemed by PHB at the end of the Tenure
shall be converted to PHB Shares based on the Conversion Ratio.
The conversion rights shall only be exercisable upon the coming into force of the
Companies Act 2016, otherwise, PHB shall use its best endeavors to ensure the
conditions under Section 59(i) of the Companies Act 1965 are met to exercise the
conversion right.

Conversion
Price

RM0.87 per unit of PHB Share

Conversion ratio

1 unit of PHB RCCPS = 1.152 units of PHB Shares

Voting Rights

Prior to the conversion of the PHB RCCPS, GOVCO shall not have the right to
vote at any general meeting of PHB except in the following circumstances:
(i) Upon any resolution which varies or is deemed to vary the rights and
privileges attached to the PHB RCCPS;
(ii) Upon any resolution for the winding-up of PHB and during the winding-up of
PHB;
(iii) During such period as any dividends on the PHB RCCPS may have been
declared but remains in arrears and unpaid for more than 6 months;
(iv) On a proposal to reduce PHBs share capital; and
(v) The creation of any other classes of shares having priority over the PHB
RCCPS.

Covenants

PHB shall not without prior written consent of GOVCO:

(i) Repay any shareholders loans/advances during the Grace Period and Tenure
save and unless PHB has fully redeemed at least 300 million PHB RCCPS at
the first redemption period and PHB has declared dividends on the PHB
RCCPS from the Subscription Date; and
(ii) Declare any dividends on the PHB Shares if there is any dividend of PHB
RCCPS remaining unpaid; and
(iii) Issue and allot any further preference shares (convertible or otherwise) by
whatever name called.

Terms

Description

Listing

PHB RCCPS will not be listed on any stock exchange

Ranking

a) PHB RCCPS shall rank pari passu among themselves in respect of the right
to receive Dividends out of distributable profits.
b) The rights attached to the PHB RCCPS shall not be modified, varied,
changed, abrogated or deleted in any manner whatsoever without the prior
written consent of GOVCO.
c) The conversion shares to be issued upon conversion of the PHB RCCPS
shall upon allotment and issue rank equal in all respects with the then existing
PHB Shares except that they will not be entitled to any dividends, rights,
allotments and/or other distributions, the entitlement date of which precedes
the allotment date of the conversion shares.
d) PHB RCCPS shall rank (i) in priority to PHB Shares, other preference shares
and any other class of shares of PHB but (ii) junior to the claims of all other
present and future creditors of PHB in the event of liquidation, dissolution,
winding up or other repayment of capital of PHB for the redemption value
provided that upon the full conversion or redemption of the PHB RCCPS,
GOVCO shall have no further right to participate in the surplus assets of
profits of PHB.
e) In the event that PHB has insufficient surplus assets to permit payment of the
redemption value to GOVCO, the surplus assets of PHB shall be distributed
rateably to GOVCO in proportion to the amount that GOVCO would otherwise
be entitled to receive.

Transferability

The RCCPS are not transferable by its holders to any party, without the approval
of the Board of Directors of PHB.

10