30. IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES AND PERPETUAL BOND Irredeemable Convertible Preference Shares The value of Irredeemable Convertible Preference Shares (“ICPS”) has been split into the liability component and equity component. The ICPS are accounted for in the statements of financial position of the Group and of the Company as follows: Number of Equity Liability ICPS component component Total ’000 RM’000 RM’000 RM’000 Group and Company At 1 January 2021 982,386 1,004,593 177,600 1,182,193 Accretion of interest on ICPS (Note 8) – – 14,090 14,090 Dividend payable – – (17,683) (17,683) At 31 December 2021 982,386 1,004,593 174,007 1,178,600 At 1 January 2020 982,386 1,004,593 174,270 1,178,863 Accretion of interest on ICPS (Note 8) – – 15,118 15,118 Dividend payable – – (11,788) (11,788) At 31 December 2020 982,386 1,004,593 177,600 1,182,193 The salient terms of the ICPS were as follows: (a) Issue The ICPS shall be irredeemable convertible preference shares and each ICPS confers on the ICPS Holder for the time being the rights, privileges and restriction set out in this Constitution. (b) Dividend The ICPS in the share capital carries an annual cumulative preferential dividend at the following rates: Period Rate From the Issue Date up to and including the first (1st) anniversary 1.0% based on the Issue Price of the ICPS From the date after the first (1st) anniversary up to and including the second (2nd) anniversary 1.5% based on the Issue Price of the ICPS From the date after the second (2nd) anniversary up to and including the fifth (5th) anniversary 2.0% based on the Issue Price of the ICPS From the date after the fifth (5th) anniversary up to the Market Day immediately preceding the tenth (10th) anniversary from the Issue Date (“Maturity Date”) 3.0% based on the Issue Price of the ICPS Subject to availability of profits and compliance with the Act, the dividend in respect of the ICPS will be payable in arrears on a semi-annual basis. To the extent that the dividends or any part thereof is not declared or paid on a semi-annual basis, after the date on which the ICPS are first issued, it will continue to accumulate and be declared and paid on a cumulative basis no later than the Maturity Date, subject to availability of profits and compliance with the Act. 30. IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES AND PERPETUAL BOND (CONT’D.) Irredeemable Convertible Preference Shares (cont’d.) The salient terms of the ICPS were as follows: (cont’d.) (c) Ranking of the ICPS The ICPS will upon allotment and issue, rank equally amongst themselves, and will rank ahead in priority to the holders of the ordinary shares and all other classes of shares (if any) in the Company, in respect of payment out of the assets of the Company upon any liquidation, dissolution or winding up of the Company, provided always that the Board approves such payment out of the assets of the Company on this basis and further affirms the priority of payment to the ICPS Holder. The ICPS will rank subordinated to all the Company’s creditors in respect of payment of debt and payments out of assets of the Company upon liquidation, dissolution, or winding up of the Company. Notwithstanding anything to the contrary herein, the Board shall not issue any preference shares (other than additional ICPS) which rank equally with or in priority to, the ICPS unless the issue of such securities has first been approved by the ICPS Holders by way of an ordinary resolution of such holders. (d) Conversion (i) Entitlement to Convert Each ICPS Holder shall, on any Market Day during the period commencing on the Issue Date and ending on the Maturity Date be entitled to require the Company to convert all or any of the ICPS registered in his name into such number of fully converted ordinary shares in the share capital of the Company, without the payment of any consideration (cash or otherwise), at the conversion ratio as at that date referred in Clause 20A(d)(ii) herein, by giving a notice to convert to the Company under Clause 20A(d)(iii). Any remaining ICPS that are not converted by the Maturity Date shall be automatically converted into new ordinary shares based on the conversion ratio during the 2nd Conversion Period. No fraction of ordinary shares arising on conversion of the ICPS will be allotted to the ICPS Holder entitled thereto and any such fraction will be rounded down. (ii) Conversion Ratio The conversion ratio is fixed as follows: - for conversion at any time during the period from the Issue Date up to the fifth (5th) anniversary, the conversion ratio will be one (1) ICPS for one (1) ordinary share; and - for conversion at any time during the period after the fifth (5th) anniversary of the Issue Date up to the Maturity Date, the conversion ratio will be five (5) ICPS for six (6) ordinary shares. The conversion ratio will be subject to any necessary adjustments from time to time, at the determination of the Board, in the event of any alteration to the Company’s share capital, whether by way of rights issue, capitalisation issue, consolidation of shares, subdivision of shares or reduction of capital howsoever being effected, in accordance with the provisions of the Constitution of the Company. The Company will give notice in writing to the ICPS holders of its intention to make such adjustments to the conversion ratio. If the conversion results in a fractional entitlement to new ordinary shares, such fractional entitlement will be disregarded and no refund or credit, whether in the form of ICPS, cash or otherwise, will be given in respect of the disregarded fractional entitlement. FINANCIAL STATEMENTS NOTES TO THE For the financial year ended 31 December 2021 Annual Report 2021 TROPICANA CORPORATION BERHAD FINANCIAL STATEMENTS AND OTHER INFORMATION 310 311
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