Yinson Annual Report 2020

322 Notes to the financial statements (cont’d) For the financial year ended 31 January 2020 Yinson Holdings Berhad SECTION 7 ACCOUNTABILITY 48. Subsequent events (continued) (b) (continued) (i) separate debt assignment agreements with each of the following parties: (continued) (collectively, “Major Secured Lenders”) to assign to YEPL their benefits and rights in respect of such portion of amount (whether present or future, actual or contingent) payable or owing by the relevant EHL Group Companies to the relevant Major Secured Lenders under or in connection with the term loan facilities and/or the revolving credit facilities under the existing facility documents amounting to USD482.3 million (“Relevant Debt”), and such Relevant Debt shall be subject to any adjustments resulting from any changes in the terms and conditions of the compromise or arrangement between EHL and class(es) of its creditors, proposed in accordance with Section 210 of the Companies Act (Chapter 50 of Singapore) (“Singapore Companies Act”) or Section 71(10) of the Insolvency, Restructuring and Dissolution Act 2018 (No. 40 of 2018) (“IRDA”) or under any applicable law(s) of Singapore, which would compromise at least USD740.9 million of the EHL Group Companies’ debt including the Relevant Debt (“Scheme”) (“Debt Assignment”) in consideration for the payment of the Cash Amount and the Consideration Shares (“Debt Assignment Agreement(s)”) (“Proposed Debt Assignment”); (ii) conditional subscription agreement with EHL in relation to YEPL and/or its nominated entities’ subscription of EHL Shares for the SGD equivalent of USD529.3 million (based on the agreed exchange rate of USD1:SGD1.38) (“Exchange Rate”) at the Issue Price (“Subscription Shares”) in consideration for the capitalisation of the Relevant Debt of USD482.3 million (“Capitalisation”) and the cash consideration of USD47.0 million (“Shares Subscription”) (“Conditional Subscription Agreement”) (“Proposed Subscription”); (iii) conditional options and convertible notes subscription agreement with EHL whereby EHL grants YEPL such number of unlisted and freely transferable options for Shares worth up to USD150.0 million (“Options”) of which each Option carries the right to subscribe for 1 new EHL Share (“Grant of Options”) and the subscription by YEPL of USD20.0 million in principal amount of 8.1% convertible notes to be issued by EHL (“Convertible Notes”) (“Convertible Notes Subscription”) (“Conditional Options and Convertible Notes Subscription Agreement”) (“Proposed Options and Proposed Subscription of Convertible Notes”); (iv) option to purchase agreement with the Major Secured Lenders whereby YEPL is given the option to purchase vessels of the EHL Group (“Option Assets”) in the event the Proposed Debt Assignment, the Proposed Subscription and the Scheme do not complete (“Option to Purchase Agreement”) (“Proposed Option to Purchase”); and (v) deposit agreement with EHL and the Major Secured Lenders with YEPL placing a deposit of USD20.0 million (“Deposit”) as part of the purchase consideration for the Proposed Debt Assignment (“Deposit Agreement”) whereby the Deposit will be refundable in certain circumstances. Pursuant to the Proposed Debt Assignment, the consideration for the assignment of the benefits and rights of the Major Secured Lenders in respect of the Relevant Debt to YEPL shall be satisfied in the following manner: (i) USD20.0 million Deposit* to be paid pursuant to the Deposit Agreement being part of the Cash Amount to demonstrate YEPL’s commitment for the Debt Assignment and the transactions contemplated herein; (ii) USD83.0 million cash being part of the Cash Amount; and (iii) issuance of the Consideration Shares. * The USD20.0 million Deposit was paid on 6 March 2020.