Yinson Annual Report 2019

207 Yinson Group Overview Strategy and Sustainability Governance Accountability Annual General Meeting 45. PERPETUAL SECURITIES (CONTINUED) (ii) By Yinson Juniper Ltd (“YJL”) On 5 October 2017, YJL, a wholly owned subsidiary of the Company issued perpetual securities of USD100 million under its USD500million Multi-Currency Perpetual Securities Programme. The perpetual securities are: • unconditionally and irrevocably guaranteed by the Company; • direct, unsecured, unconditional and unsubordinated obligations of the subsidiary; and • rank at least pari passu with all other present and future unsecured, unconditional and unsubordinated obligations of the subsidiary, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. The perpetual securities are unrated and are listed on the Singapore Exchange Securities Trading Limited bearing no fixed maturity date but are redeemable at YJL’s option 5 years from date of issuance (“First Reset Date”) fall due on 5 October 2022. The issued instrument carries a periodic distribution rate of 7.85% per annum, distributable semi-annually calculated at the nominal value of securities issued. The distribution rate will subject to an agreed step-up margin of 5% per annum above the prevailing U.S. Treasury Rate after First Reset Date. However under the program, YJL has no obligation to pay any distribution and is allow to elect for distribution deferment at its sole discretion where does not constitute a default. The perpetual securities may also be redeemed at the option of YJL upon the occurrence of certain events by YJL as per detailed in the terms and conditions of the perpetual securities. From the Group’s perspective under MFRS 132 “Financial Instruments: Presentation”, the Perpetual Securities is classified as equity because the payment of any distribution or redemption is at the discretion of the Group. Subsequent to the financial year, the Group issued 2 fresh Perpetual Securities as disclosed in Note 48(d). 46. SUMMARY OF EFFECTS OF ACQUISITION AND RE-ORGANISATION OF COMPANIES 2019 (i) Reclassification of company (a) On 30 March 2018, the Company entered into a supplemental shareholders’ agreement on Yinson Energy Sdn. Bhd. (“YESB”). Following MFRS 10 control assessment, it was determined that YESB ceased to be an associate of the Group and became a 30% direct owned subsidiary of the Group. (b) On 19 September 2018, Yinson Acacia Ltd entered into a supplemental shareholders’ agreement in relation to its investment in an associate, YinsonOperations &ProductionWest Africa Limited (“YOPWAL”). Subsequent to theMFRS 10control assessment, YOPWALwas determined as a 40%direct owned subsidiary of theGroup. (ii) Internal re-organisation of companies During the financial year, the Group had completed the internal re-organisation for following companies: (a) On 20 March 2018, Yinson Ghacacia Ltd, an indirect wholly owned subsidiary of the Group, completed the acquisition of 49% equity interest in Yinson Gazania Operations Limited (“YGOL”) from Yinson Nereus Ltd, a wholly owned subsidiary of the Group for a cash consideration of USD1. YGOL remains as a joint venture of the Group. (b) On 24 September 2018, Yinson Production AS, an indirect wholly owned subsidiary of the Group, completed the acquisition of 40% equity interest in Yinson Operations & Production West Africa Limited (“YOPWAL”) from Yinson Acacia Ltd, an indirect wholly owned subsidiary of the Group for a cash consideration of USD28,080. (c) On 24 September 2018, Yinson Acacia Ltd, an indirect wholly owned subsidiary of the Group, completed the acquisition of 100% equity interest in Yinson Nepeta Production Ltd (“YNPL”) from Yinson Nepeta Holdings Ltd, an indirect wholly owned subsidiary of the Group for a cash consideration of USD1. YNPL remains as an indirect wholly owned subsidiary of the Group.