Fraser & Neave Holdings Bhd Annual Report 2020

128 FRASER & NEAVE HOLDINGS BHD Additional Compliance Information 1. UTILISATION OF PROCEEDS COMMERCIAL PAPER (“CP”) AND MEDIUM TERM NOTE (“MTN”) PROGRAMME RESPECTIVELY WITH A NOMINAL VALUE OF RM750,000,000 FOR EACH PROGRAMME A wholly owned subsidiary of the Company, F&N Capital Sdn Bhd (“the Issuer”), is able to issue up to RM750,000,000 in nominal value under each of the CP and the MTN programmes respectively, which are unconditionally and irrevocably guaranteed by the Company. The CP has a tenure of seven (7) years from the first issue date of the CP under the CP Programme whilst the MTN has a tenure of fifteen (15) years from the first issue date of the MTN under the MTN Programme. No CP/MTN was issued during the Financial Year 2020. As at 30 September 2020, the unutilised CP and MTN facilities available for use amounted to an aggregate of RM1,500,000,000 (2019: RM1,500,000,000). The CP programme has expired on 14 October 2020 whilst the tenure of the MTN Programme is up to 28 September 2028. 2. AUDIT AND NON-AUDIT FEES The respective fees are disclosed in the Audit Committee Report and Audited Financial Statements set out in this Annual Report. Non-audit fees are disclosed in Audit Committee Report. 3. MATERIAL CONTRACTS Save as disclosed below, there were no material contracts (not being contracts entered into in the ordinary course of business) entered into by the Company and/or its subsidiaries involving the interest of Directors and major shareholders during the Financial Year 2020: (a) A conditional Sale and Purchase Agreement (“SPA”) dated 8 October 2019 between theCompany’s wholly-owned subsidiary, F&NAgriValley Sdn Bhd (“F&N AgriValley”) and MSM Perlis Sdn Bhd (“MSM Perlis”) for the proposed acquisition by F&N AgriValley from MSM Perlis of nine pieces of leasehold land measuring in total approximately 4,453.92 hectares, all in Mukim Chuping, Daerah Perlis, Negeri Perlis for a total cash consideration of RM156,000,000. Datuk Mohd Anwar bin Yahya, being a Director of the Company and FGV Holdings Berhad, a major shareholder of MSM Perlis, was deemed interested in the SPA. (b) A shareholders’ agreement (“Shareholders’ Agreement”) dated 6 April 2020 between the Company, F&N AgriValley and D.Y.M.M. Tuanku Syed Sirajuddin ibni Almarhum Tuanku Syed Putra Jamalullail (“DYMM Tuanku”) pursuant to which DYMM Tuanku subscribed for 3,000,000 ordinary shares representing 30% of the issued and paid-up share capital of F&N AgriValley at a total cash consideration of RM3,000,000. (c) A shares sale agreement (“Shares Sale Agreement”) dated 1 June 2020 between DYMM Tuanku and the Company pursuant to which DYMM Tuanku disposed his entire interest in F&N AgriValley representing 30% of the issued and paid-up share capital in F&N AgriValley to the Company for a consideration of RM3,000,000. Y.A.M. Tengku Syed Badarudin Jamalullail (“YAM Tengku”), the Chairman and a Director of the Company and also a Director of F&N AgriValley, is the brother of DYMM Tuanku and was deemed interested in the Shareholders’ Agreement and Shares Sale Agreement. (d) A conditional Sale and Purchase Agreement (“Trademark SPA”) dated 29 July 2020 between the Company’s wholly-owned subsidiary, Lion Share Management Limited (“Lion Share Management”) and F&N Global Marketing Pte Limited (“F&N Global Marketing”), a direct wholly- owned subsidiary of Fraser and Neave, Limited (“F&N Ltd”) for the disposal of the “Teapot” trademark by Lion Share Management to F&N Global Marketing for a total cash consideration of RM83,175,000. F&N Ltd is a major shareholder of the Company. Mr. Lee Meng Tat, Mr. Hui Choon Kit, Mr. Lee Kong Yip and Dato’ Jorgen Bornhoft, nominee directors of F&N Ltd appointed to the Board of the Company and YAM Tengku, also a director of F&N Ltd were all deemed interested in the Trademark SPA. 4. RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE At the 58 th Annual General Meeting of Fraser &Neave Holdings Bhd (“F&NHB” or “Company”) held on 20 January 2020, the Company had obtained shareholders’ mandate to enter into recurrent related party transactions of a revenue or trading nature with the mandated related parties which are necessary for the day-to-day operation of the F&NHB Group. The following information is provided in compliance with the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”):