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| We refer to the announcement on 23 November 2004 in relation to the Proposed CP/MTN Programme. |
| PacificMas wishes to announce that the Securities Commission ("SC") had, via its letter dated 27 December 2004 (which was received on 30 December 2004), approved the Proposed CP/MTN Programme by Pac Lease Sdn Bhd ("PLSB"), a wholly-owned subsidiary of PacificMas, subject to the following terms and conditions: |
| (i) |
Proposed Issue of up to RM200 million CP/MTN Programme based on the principal terms and conditions submitted to the SC. |
| (ii) |
OCBC Bank (Malaysia) Berhad ("OCBC") and PLSB are to obtain the prior approval of the SC should there be any changes to the terms and conditions of the CP/MTN Programme. OCBC is the Lead Arranger of the Proposed CP/MTN Programme; |
| (iii) |
Prior to the issue date of the CPs and/or MTNs, OCBC is required to submit the following documents and information to the SC: |
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(a) |
A copy of the Facility Maintenance File form; |
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(b) |
A certified copy of the executed trust deed for the CP/MTN Programme; |
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(c) |
Final rating and a copy of the rating report for the CP/MTN Programme; |
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(d) |
List of subscribers for the MTNs (other than the primary subscriber in a bought-deal) or placees for the MTNs, together with the amount subscribed, price subscribed and the yield-to-maturity, when the MTNs are first placed out (in the event that the MTNs are issued via bought deal); |
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(e) |
The list of names of the tender panel members for the CPs; and |
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(f) |
A hard copy and a soft copy in diskette (in "PDF" format) of the complete principal terms and conditions in the specified format; |
| (iv) |
PLSB is to notify the SC of the following information within seven (7) days following each drawdown of the CP/MTN Programme: |
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(a) |
Date of issue; |
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(b) |
Size of issue; |
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(c) |
Mode of issue; |
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(d) |
Utilisation of proceeds raised from the issue; |
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(e) |
Tenure of the issue; |
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(f) |
Issue price, yield-to-maturity and coupon rates for the CPs and/or MTNs, where applicable; |
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(g) |
Revisions to the rating, if any, since the date of the last drawdown; and |
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(h) |
The list of subscribers or placees for the CPs/MTNs together with the amount subscribed, price subscribed and the yield-to-maturity. |
| (v) |
OCBC is to fully disclose to all prospective investors and relevant parties the following conflict and potential conflict of interest: |
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(a) |
Arising from the appointment of Mayban Trustees Berhad as trustee for the Proposed CP/MTN Programme; and
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(b) |
All other conflict and potential conflict of interest arising from the Proposed CP/MTN Programme; |
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together with relevant mitigating measures. OCBC is also to inform all prospective investors that the Board of Directors of PLSB is fully informed of and is aware of the conflict of interest situation with regard to the role of Mayban Trustees Berhad and is agreeable to proceed with the present arrangement; |
| (vi) |
OCBC and PLSB are to disclose in writing to all potential investors that "each issue will carry different risks and all potential investors are strongly encouraged to evaluate each issue on its own merit"; and |
| (vii) |
OCBC is required to remind all relevant parties including PLSB and the trustee to the Proposed CP/MTN Prgoramme of the need to observe and fully comply with all statutory requirements, in particular, those set out in Division 4 of Part IV of the Securities Commission Act 1993. |
| In addition, OCBC is required to provide a written confirmation together with a complete checklist on full compliance with the terms and conditions imposed above and in the earlier letters from the SC (if any) upon completion of the CP/MTN Programme. |
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| This announcement is dated 31 December 2004. |
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