Page 169 - S P Setia Annual Report 2016

 

 

 

 

 

Page 169 - S P Setia Annual Report 2016
P. 169

S P Setia Berhad Group                                                                                167
          Annual Report 2016




                                                                               Notes To The Financial Statements

                                                                                  For The Financial Year Ended 31 December 2016

          20.  ISLAMIC REDEEMABLE CUMULATIVE PREFERENCE SHARES (“RCPS-i”) (CONT’D.)
              (i)   On any preferential dividend entitlement date:

                   i.   In the event that the Profits are lower than the Expected Preferential Dividend Amount and the Company does not declare
                       the preferential dividends up to the Expected Preferential Dividend Amount (in whole or in part):

                       (a)   The Company may, at its discretion, declare and pay any amount of preferential dividends up to an amount equal to
                            the Profits as at such preferential dividend entitlement date. The amount of Profits declared as preferential dividends
                            by the Company on a particular preferential dividend entitlement date, if any shall be referred to as (“Declared Sum”);
                            and

                       (b)   The amount equivalent to the difference between the Profits as at such preferential dividend entitlement date and
                            Declared Sum, shall be cumulative (“Deferred Dividends 1”), so long as the RCPS-i remains unredeemed.
                   ii.   In the event that the Profits are more than the Expected Preferential Dividend Amount and the Company does not declare
                       the preferential dividends up to the Expected Preferential Dividend Amount (in whole or in part), the amount equivalent to
                       the difference between the Expected Preferential Dividend Amount and the Declared Sum, shall be cumulative (“Deferred
                       Dividends 2”), so long as the RCPS-i remains unredeemed.

                   Deferred Dividends 1 & 2 (as the case may be) (“Deferred Dividends”) may be declared and/or paid, at the discretion of the
                   Company, on any subsequent preferential dividend entitlement date, provided that the Cumulative Condition (as defined below)
                   is fulfilled on such preferential dividend entitlement date.

                   “Cumulative Condition” of the RCPS-i means on any preferential dividend entitlement date, the Company:
                   i.   has sufficient Profits that is at least equivalent to the aggregate of the Declared Sum and any Deferred Dividends accumulated
                       as at and on such preferential dividend entitlement date;

                   ii.   has maintained books and records that evidence the Company having Profits that is at least equivalent to the aggregate of
                       the Declared Sum and any Deferred Dividends accumulated as at and on such preferential dividend entitlement date; and

                   iii.   makes an announcement on the Main Market of Bursa Malaysia Securities Berhad that such amount of Deferred Dividends
                       on such preferential dividend entitlement date shall be cumulative.

                   Where there is no Profit available for the declaration and payment of dividends, the Company shall have no obligation to declare
                   or distribute any preferential dividends on the relevant preferential dividend entitlement date. Such preferential dividends shall not
                   be cumulative.

                   Each Holder will cease to receive any preferential dividends from and including the date the RCPS-i is converted into new
                   S P Setia Shares save for preferential dividends declared but unpaid up to the date of conversion.
              (ii)   The rights as regards to the receipt of notices (including that of general meetings), reports and audited financial statements, to
                   attend meetings and to receive shareholders’ resolutions in writing, but shall not be entitled to vote or approve any shareholders’
                   resolutions or vote at any general meeting of the Company, save and except in the respect of any resolution made:

                   i.   when the preferential dividends or any part thereof is in arrears and unpaid for more than six (6) months;

                   ii.   on a proposal to reduce the Company’s share capital;
                   iii.   on a proposal for the disposal of substantially the whole of the Company’s property, business and undertaking;

                   iv.   on a proposal to wind up the Company;

                   v.   during the winding up of the Company; or

                   vi.   on any proposal that affects the rights and privileges attached to the RCPS-i, including the amendments to the Memorandum
                       & Articles of Association of the Company.

                   In any of the aforesaid circumstances, each RCPS-i holder shall be entitled to vote at all general meetings of the members of its
                   class, and on a poll at any such general meetings to one (1) vote for each RCPS-i held.
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