PUNCAK NIAGA HOLDINGS BERHAD FORM OF NOTICE OF EXERCISE OF PUT OPTION (To be lodged with the Share Registrars of Puncak Niaga Holdings Berhad no later than 5.00 p.m. on Tuesday, 18 October 2011) RM546,875,000 NOMINAL VALUE OF 15-YEAR REDEEMABLE UNCONVERTIBLE NOTES (THE “NOTES”) PUNCAK NIAGA HOLDINGS BERHAD (Company No: 416087-U)
c/o Tricor Investor Services Sdn Bhd (118401-V) As Share Registrars for Puncak Niaga Holdings Berhad
Reference is made to the Notice of Reminder for the Put Option Exercise of The RM546,875,000 Nominal Value Of 15-Year Redeemable Unconvertible Notes (“Notes”) dated 13 September 2011 in relation to the Put Option Exercise of the Notes.
I/We, as named below, HEREBY GIVE YOU NOTICE that I/we am/are exercising my/our rights under the Put Option as contained in Clause 8 of the Trust Deed dated 5 September 2001 constituting all the Notes (“Trust Deed”) and you are hereby requested to purchase from me/us such number and aggregate nominal value of the NOTES as set out below in accordance with the terms and conditions of the Trust Deed. PARTICULARS OF NOTEHOLDER NAME OF NOTEHOLDER (IN CAPITAL LETTERS)
*NEW NRIC/PASSPORT/ARMED FORCES CARD/POLICE PERSONNEL/COMPANY REGISTRATION NO.:
OLD NRIC NO. (IN THE CASE OF AN INDIVIDUAL):
CDS Account No. (ADA & Branch Code/Account No.)
I/We, the undersigned, being the registered holder of such nominal value of NOTES as stated in my/our CDS Account as set out above, hereby irrevocably exercise my/our Put Option attached to the NOTES as stated above in accordance with the Trust Deed and further:- (i)
confirm and declare that the information provided by me/us herein are true, correct and identical with the information provided by me/us to Bursa Malaysia Depository Sdn. Bhd. (“Depository”) and further agree that in the event that such information differs from the information in the Records of Depositors of the Company, the exercise by my/our Put Option Rights may be rejected by you at your sole and absolute discretion;
authorise you to instruct the Depository to debit the quantity(s) of NOTES from my/our CDS Account as stated herein in connection with the exercise of my/our Put Option;
declare that the NOTES stated herein in respect of which my/our Put Option are being exercised are/have been designated as “free securities” in accordance with the provisions of the Rules of the Depository and further agree that in the event the declaration is not true or correct, the exercise of my/our Put Option may be rejected by you at your sole and absolute discretion;
confirm that after the submission of the Put Option Notice to you, I/we shall not dispose, transfer, charge or encumber the NOTES until the Put Option exercise is completed by the debiting of the NOTES from my/our CDS Account, or the exercise is rejected by you, whichever shall be applicable;
undertake to indemnify, and hold the Company and you, harmless against any loss, damage, liability, cost or expense (including legal cost) that may be suffered or incurred by the Company or you as a result of any demand, action and proceeding made in respect of or arising from the debiting of the NOTES from my/our CDS Account, in reliance upon this Put Option Notice;
pay all stamps, issue, registration or other similar taxes or duties arising from the exercise of my/our Put Option in respect of the NOTES stated herein as you may required to be paid; and
declare that in exercising my/our Put Option, I/we have complied with all exchange control and other statutory requirements as may be applicable.
The Common Seal of the company was hereunto affixed in accordance with its Articles of Association of the company in the presence of:
All Noteholders have the right to require the Company to repurchase all or some only of their outstanding NOTES on the Put Date which falls due on 18 November 2011, of which the Company shall be obliged to repurchase the same.
All repurchase of any such NOTES shall be at its full Outstanding Principal Amount.
All Noteholders who wish to exercise their rights pursuant to the Put Option Exercise shall give to the Company via the Company’s Share Registrars not less than thirty (30) days’ written notice prior to the Put Date of its intention to sell the NOTES, and in any event, no later than 5.00 p.m. on Tuesday, 18 October 2011.
The form of such written notice (Form Of Notice Of Exercise Of Put Option) shall be made available from the date of the Notice of Reminder at the Registered Office of the Company at 10th Floor, Wisma Rozali, No. 4 Persiaran Sukan, Seksyen 13, 40100 Shah Alam, Selangor Darul Ehsan and at the office of the Company’s Share Registrars, Tricor Investor Services Sdn Bhd at Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur and it can also be downloaded from our Corporate Website, www.puncakniaga.com.my
For the avoidance of doubt, each relevant Noteholder shall be obliged to ensure that the Company via the Company’s Share Registrars has in fact received the relevant Form Of Notice Of Exercise Of Put Option before the Noteholder can exercise its rights under the Put Option Exercise.
Upon any Noteholder exercising its right to sell, the Company shall immediately become obliged to repurchase and the Noteholder shall become obliged to sell the NOTES in question at their full Outstanding Principal Amount on the Put Date. If at any time within thirty (30) days prior to the Put Date, any Noteholder who has lodged/deposited the Form Of Notice Of Exercise Of Put Option with the Company’s Share Registrars, sells or transfers any of its NOTES, then such Noteholder shall immediately give notice in respect thereof to the Company via the Company’s Share Registrars.
In the event that the NOTES which are the subject of the Put Option Exercise are not available or insufficient in the CDS account of the Noteholder, the relevant Form Of Notice Of Exercise Of Put Option so lodged shall be deemed ineffective and the Noteholder’s rights pursuant to the Put Option Exercise shall ceased.
A processing fee of RM20.00 (or any other prescribed rate for the time being applicable) is payable to “TRICOR INVESTOR SERVICES SDN BHD” as the administrative fee for the processing of your Put Option rights and shall be submitted together with the duly completed Put Option Notice.
Please submit the duly completed Put Option Notice together with the processing fee of RM20.00 to the Company’s Share Registrars at the below address:-
Tricor Investor Services Sdn Bhd (118401-V) Share Registrars for Puncak Niaga Holdings Berhad
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