2012 Annual Report - Media Prima Berhad

Media Prima Berhad
Notes to
the Financial Statements
for the financial year ended 31 December 2012
16 DEBT INSTRUMENTS (CONTINUED)
(iii) Redeemable Fixed Rate Bonds (“RFRB”)
Group and Company
2012 2011 1.1.2011
RM’000 RM’000 RM’000
Non-current:
5-year 4.95% RFRB 148,353 146,679 145,008
On 23 March 2010, the Company issued RM150,000,000 nominal 5-year, 4.95% coupon rate, 6.5% yield to
maturity, RFRB with RM50,000,000 detachable warrants (Note 17). The RFRB is constituted by a Subscription
Agreement dated 23 February 2010.
The fair value of the liability component, included in non-current borrowings, was calculated using a market
interest rate for an equivalent bond with no warrants attached. The residual amount, representing the value of
the equity conversion option, is included in shareholders’ equity in other reserves representing fair value of the
warrants (Note 17).
The principal terms of the RFRB are as follows:
(a) The coupon on the RFRB will accrue at 4.95% per annum based on the face value and shall be payable
semi-annually in arrears, calculated on the basis of the actual number of days elapsed in a year;
(b) The tenure of the RFRB is five (5) years from the date of issue; and
(c)
The bonds shall be redeemed at nominal value on the 5th anniversary of issuance date in cash which will
be settled through the Real Time Electronic Transfer of Funds and Securities (RENTAS) system of Bank
Negara Malaysia.
17 WARRANTS
Pursuant to the acquisition of The New Straits Times Press (Malaysia) Berhad (“NSTP”) in 2009, warrants of the
Company were offered for free as part of the purchase consideration to acquire the remaining NSTP ordinary shares
not owned by the Company (“Consideration Warrant”). The Company had also issued Bonus Warrants to existing
shareholders of the Company (“Bonus Warrant”). The Consideration and Bonus Warrants were constituted by a Deed
Poll dated 17 December 2009.
The principal terms of the Consideration and Bonus Warrants (collectively known as “warrants”) are as follows:
(a)
The exercise price of the warrants is fixed at RM1.80 per warrant;
(b) The warrants may be exercised at any time on or before the maturity date, 31 December 2014, falling five (5)
years from the date of issue of the first (1st) tranche of warrants which was on 31 December 2009. Unexercised
warrants after the exercise period will thereafter lapse and cease to be valid;
(c)
The warrants will rank pari passu without any preference or priority among themselves including in an event of
liquidation; and
(d) The warrants are listed on Bursa Malaysia.
192
annual
report
2012
In 2010, the Company issued 50,000,000 warrants to investors as part of the issuance of RFRB (Note 16(iii)). The
principal terms of the newly issued warrants are as disclosed above.
As at 31 December 2012, the Company had issued 48,240,412 warrants (2011: 48,240,412 warrants, 1.1.2011:
48,420,412).