Bursa Announcements

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We refer to the announcements made by Tan Chong Motor Holdings Berhad on 2 December 2010 and 30 March 2011 in relation to the RM2.0 billion nominal value asset-backed medium term notes programme (“MTN Programme” and the medium term notes issued thereunder, the “Notes”) established by Premium Commerce Berhad (“PCB”).

By a letter to the Notes Trustee and Notes Security Trustee dated 4 December 2019, PCB has sought the consent of the Notes Trustee and Notes Security Trustee to amend the principal terms and conditions of the MTN Programme (“PTC”) and the relevant documents (“Relevant Documents”) to incorporate the proposed variations to the terms and conditions of the MTN Programme as set out below (“Proposed Variations”):

(i)   to change the availability period and the tenor of the MTN Programme to be perpetual;

(ii)  to allow for the Class A Notes and the Class B Notes (whether rated or unrated) issued subsequent to the date of the amendment and restatement agreement relating to the notes 

      facility agreement executed pursuant to the Proposed Variations to be tradable and transferable between Investors;

(iii) to allow for Class C Notes (whether rated or unrated) issued subsequent to the date of the amendment and restatement agreement relating to the notes facility agreement executed 

      pursuant to the Proposed Variations to be tradable and transferable in the following manner:

      (a) In the event any Class A Notes or Class B Notes of the relevant Notes Series are outstanding, the Class C Notes of such Notes Series are to be tradable and transferable 

           between the companies within the Group only who are Investors; and

      (b) In the event there are no outstanding Class A Notes or Class B Notes of the relevant Notes Series, the Class C Notes of such Notes Series are to be tradable and transferable 

           between Investors;

For the avoidance of doubt, Class C Notes issued under Notes Series 2009-A, Notes Series 2010-A, Notes Series 2010-B, Notes Series 2011-A, Notes Series 2013-A, Notes Series 2014-A, Notes Series 2015-A and Notes Series 2016-A, shall continue to be non-tradable and non-transferable; and

(iv) to allow for the issuance of (i) Notes with an early repayment feature where such Notes may be repaid prior to their respective maturity dates without penalty; or (ii) Class A Notes

      and Class B Notes of the relevant Notes Series with a bullet repayment feature where such Notes shall be repaid in full on their respective maturity dates, at PCB’s election

      subsequent to the date of the amendment and restatement agreement relating to the notes facility agreement executed pursuant to the Proposed Variations.

The Proposed Variations will only be applicable for issuances of Notes after the Proposed Variations become effective and are not intended for any existing outstanding Notes.

We are pleased to announce that PCB has received the consent of the Notes Trustee and Notes Security Trustee on 6 January 2020 to amend the PTC and the Relevant Documents to give effect to the Proposed Variations, and the Securities Commission was also notified of the Proposed Variations vide a letter dated 26 February 2020.

Terms used herein in relation to the MTN Programme shall have the same meanings ascribed to them in the Amended and Restated Master Definitions Schedule dated 4 May 2011 (including any supplementals thereto).

This announcement is dated 26 February 2020.

Announcement Info