TRUST DEED
FOR
AN INITIAL PUBLIC ISSUE OF FIFTY'MILLION (50,000,000) DEBENTURES CONSISTITUTED OF TYPE A LISTED:RATED UNSECURED SENIOR REDEEMABLE THREE YEAR (2025/2028), TYPE B LISTED RATED UNSECURED SENIOR REDEEMABLE FIYE YEAR (2025/2030) AND TYPE C LISTED RATED UNSECURED SENIOR REDEEMABLE FIVE YEAR (2025/2030) EACR OF TBE PAR VALUE OF SRI LANKAN RUPEES ONE BUNDRED {LKR 100f-}, BY BAYLEYS PLC, TO RAISE SRI LANKAN RUPEES FIYE BILLION (LKR 5,000,000,000/-} WITH AN OPTION TO ISSUE UP TO A:FURTBER TWENTY MILLION (20,000,000} OF THE SAID DEBENTURES TO RAISE SRI LANKAN RUPEES TWO BILLION (LKR 2,000,000,000/-) AT TBE DISCRE'EION OF THE COMPANY IN TBE EVENT OF AN OVERSUBSCRIPTION OF T£tE INITIAL ISSUE.MAXIMUM ISSUE WILL NOT EXCEED SEYENTY MILLION (70;000,004) OF THE SAID DEBENTURES OF A VALUE OF SRI LANKAN RUPEES SEVEN BILLION (LKR 7,000,000,000/-)
DATED 33^°,APRIL 2025
TRUST DEED
AN INITIAL PUBLIC ISSUE OF FIFTY MILLION (54,000,000) DEBENTURES CONSISTITUTED OF TYPE A LISTED RATED UNSECURED SENIOR REDEEMABLE TBREE YEAR (2025/2028), TYPE B LISTED RATED UNSECURED SENIOR REDEEMABLE FIYE YEAR (2025/2030) AND TYPE C LISTED RATED UNSECURED SENIOR REDEEMABLE FIVE YEAR (2025/2030) EACH OF THE PAR VALUE OF SRI LANKAN RUPEES ONE BUNDRED (LKR 100/-), BY RAYLEYS PLC, TO RAISE SRI LANKAN RUPEES FIYE BILLION (LKR 5,000,000,000/-) WITH AN OPTION TO ISSUE UP TO A FURTHER TWENTY MILLION (20,000,000) OF THE SAID DEBENTURES TO RAISE SRI LANKAN RUPEES TWO BILLION (LKR 2,000,000,000/-) AT THE DISCRETION OF THE COMPANY IN THE EVENT OF AN OVERSUBSCRIPTION OF THE INITIAL ISSUE MAXIMUM ISSUE WILL NOT EXCEED SEVENTY MILLION (70,000,000) OF THE SnID DEBENTURES OFA VALUE OF SRI LANKAN RUPEES SEVEN BILLION (LKR 7,000,000,004/-)
This Trna Deed is made on this 23" day of April Two Thousand and Twenty Five (2025) BETWEEN
HAYLEYS PLC, a limited liability company duly established in the Democratic Socialist Republic of Sri Lanka registered under the Companies Act No 17 of 1982 and re-registered under the Companies Act No. 7 of 2007 (as amended) bearing registration number PQ 22 and having its registered office at No. 400, Deans Road, Colombo 10 in the Democratic Socialist Republic of Sri Lanka (hereinafter called "tbe Coapaay" and which temi or expression herein used shall where the context so requires or admits mean and include the said RAYLEYS PLC, its successors and assigns) of the ONE PART
PEOPLE'S BANK, a licensed commwcial bank regulated under the Banking Act No. 30 of 1988 (8S amended) and established as a commercial bank by People's 8ank Act No. 29 of 1961 (as amended) and having its Head Office at No. 75, Sir Chittaoipalam A. Gardiner Mawatha, Colombo 02 in the Democratic Socialist Republic of Sri Lanka (hereinafter called 'the Trustee" and which tern or expression herein used shall where the context so requires or admits mean and include the said PEOPLE'S BANK, its successors and assigns) of the OTHER PART
WHEREAS
The Company being duly empowered in that behalf by its Articles of Association has resolved by resolutions dated 23a December 2024 and 06* March 2025 of its Board of Directors to raise a sum not exceeding Sri Lankan Rupees Seven Billion (LKR 7,000,000,000/-) by the issue of Type A Listed Rated Unsecured Senior Redeemable Debentures 2025-2028, Type B Listed Rated Unsecured Senior Redeemable Debentures 2025-2030 and Type C Listed .Rated Unsecured Senior Redeemable Debentures 2025-2030 having tenures and bearing interest at the rates hereinafter mentioned and to be listed on the Colombo Stock Exchange;
The said Debentures shall be constituted in the manner and upon the terms and condition '
hereinafter contained;
The Company has obtained an instrument mting of AAA(lka) from Fitch Ratings Lank Limited for the aforesaid Debentures;
The Trustee being duly qualified to act as Tnistee under the Securities and Ehchangé
Commission of Sri Lanka Act No. 19 of 2021 has agreed to accept the office of Trustee and act under the provisions of this Tnist Deed as Trustee for the benefit of and in the interests O#iO Debenture Holders on the terms hereinafier contained.
NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED AND DECLARED A
FOLLOWS:
DEFINITIONS
In These Presents unless the subject or context otherwise requires the following expressions shall have the respective meanings given below:
"CENTRAL DEPOSITORY on CDS" means the Central Depository Systems
(Private) Limited.
"CSE" means the Colombo Stock Exchange.
"CERTIFICATE" means any certificate required to be issued under These Presents and which may be signed on behalf of the Company by (i) any two (02) Director or (ii) a Director and the Company Secretary or tiii) any two (02) other Officers specifically authorized in writing by the Board of the Company to issue such a certificate.
"DATE OF ALLOTMENT means the date on which the Debentures will be allotted, to the Debenture Holders, which date will be notified to the Debenture Holders. 1
-
"DATE OF REDEMPTION" means with respect to:
Type A : Three (03) years from the Date of Allotment; and
Type B and Type C Debentures: Five(0S) years from the Date of Allotment
or such earlier date on which the Debentures may become redeemable in accordan with These Presents or such later dale on which the Debentures may be redeemable the circumstances set out in Clause 4.2.
-
"DEBENTURES" shall mean:
Type A Debentures: Listed Rated Unsecured Senior Redeemable Debenture{ 2025-2028 of the par value of Sri Lankan Rupees One Hundred (LKR 100/-each, bearing interest at a fixed rate of ten decimal five per centum (10.50% per annum payable semi-annually on each Interest Payment Date from the Dat'
of Allotment of the Debentures until the date immediately preceding the Date of Redemption;
Type B Debentures: Listed Rated Unsecured Senior Redeemable Debentures 2025-2030 of the par value of Sri Lankan Rupees One Hundred (LKR 100/-) each, bearing interest at a fixed mte of eleven decimal one five per centum (11.15%) per annum payable semi-annually on each Interest Payment Date from the Date of Allotment of the debentures until the date immediately preceding the Date of Redemption;
Type C Debentures: Listed Rated Unsecured Senior Redeemable Debentures 2025-2030 of the par value of Sri Lankan Rupees One Hundred (LKR 100/-) each, bearing interest at a floating rate of One Year Treasury Bill Rate + two per centric (1 Year Treasury Bill Rate + 2.00%) per annum with a cap rate of twelve decimal five per centum (12.5OoZo) and a floor rate of eight decimal five per centum (8.50%) payable semi-annually on each Interest Payment Date from the Date of Allotment of the Debentures until the date immediately preceding the Date of Redemption;
All the Debentures utider These Presents shall mnk equal and port passu in all aspects except for the Rate of Interest and Date of Redemption as set out herein.
*DEBENTURE HOLDERS" mean the holders of the debentures in whose CDI account the Debentures are lodged as at the relevant date.
"ENTITLEMENT DATE" means the Market Day immediately preceding the respective Interest Payment Date or Date of Redemption on which a Debenture Holder would need to be recorded as being a Debenture Holder on the list of Debenture Holders provided by the CDS to the Company in order to qualify for the payment of any interest or any redemption proceeds.
"EVENT OF DEFAULT" means any event set out in Clause 10.1.
b) "EXTRAORDINARY RESOLUTION" means a resolution passed by the holders of not less than three fourth (â) in value of the Debenture Holders present and voting on such resolution.
(il
"INTEREST DETERMINATION DATE" means in rmpect of Type C Debenturea the Date of Allotment in respect of the fim Interest Period and the market date immediately prior to the first date of each Interest Period in respect of each subsequent Interest Period.
"INTEREST PAYMENT DATE" means the dates on which the payments of interest in respect of the Debentures shall fall due which shall be six (06) months from the Date of Allotment and every six (06) .months therefrom of each year from the Date of Allotment until the Date of Redemption and includes the Date of Redemption.
(m) "INTEREST PERIOD" means the six (06) month period from the date immediatel ' succeeding a particular Interest Payment Date and ending on the next Interest Paymen Date (inclusive of the aforementioned commencement date and end date) and shall include the period coinmeneing from the Date of Allotment and ending on the first Interest Payment Date (inclusive of the aforementioned commencement dale and en date) and the period from the date immediately succeeding the last Interest Paymen Date before the Date of Redemption and ending on the date immediately preceding th Date of Redemption (inclusive of the aforementioned commenoement date and en
tn)
‹ ›
{p)
(#
()
"LISTED" means tradsble on the CSE.
"MARKET DAY" means a day on which trading takes place at the CSE.
"ONE YEAR TREASURY BILL RATE" means with respect to Type C Debentare$ the simple average of the 364 days Treasury Bill auction rates (net of tax) of the fo preceding weeks immediately prior to an Interest Determination Date as published by the Central Bank of Sri Lanka.
"PROSPECTUS" means a prospectus prepared in accordance with the Companies A No. 7 of 2007 (as amended) and the Rules of the CSE and delivered to the Registrar o Companies and SEC.
"RATE OF INTEREST" means with respect to:
(i) Type A Debentures: a fixed rate of ten decimal five per centum per cent (10.50%) per annum.
() Type B Debentures: a fixed mte of eleven ‹decimal one five per centu (11.15%) per annum;
Type C Debentures: a floating mte of One Year Treasury Bill Rate + two pe centum (1 Year Treasury Bill Rate + 2.00%) per annum with a cap mte o twelve decimal five per centum (12.5fi%) and s floor mte of eight decim l five per centum (8.50%);
"RESOLUTION means a Resolution passed by the Debenture Holders in terms Clause 20 unless otherwise provided for."REGISTERED ADDRESS" when used in relation to a Debenture Holder means address provided by the Debenture Holder to the CDS.
"REGISTRARS" means the Registrars to the Debenture issue or such other person persons to be appointed in writing as the Registrars for the purpose of These Presen by the Company.
"SEC" means the Securities and Exchange Commission of Sri Lanka established und
the Securities and Exchange Commission of Sri Lanka Act No. 19 of 2021.
"SENIOR" means the claims of the Debenture Holders shall in the event of winding up of the Company rnnk after all the claims of secured creditors and preferential claims under any Statutes governing the Company but part possti to the claims of unsecured creditors of the Company and shall rank in priority to and over any subordinated debt of the Company and the claims and rights of the shareholders of the Company.
"SRI LANKAN RUPEES" and the sign "LKR" mean the lawful currency of the Republic of Sri Lanka."THESE PRESENTS" means this Tnia Deed as from time to time modified in accordance with the provisions herein contained and/or according to law and shall include any Supplementary Trust Deed executed in aceonlance with the provisions hereof.
"TRUST DEED" means These Presents as from time to time modified in accordance with the provisions herein contained and/or according to law and shall include any Supplementary Trust Deed executed in accordance with the provisions hereof.
(aa) "TRUSTEE" means PEOPLE'S BANK, a licensed commercial bank under the Banking Act No. 30 of 1988 (as amended) .and established as a commercial bank by People's Bank Act No. 29 of 1961 (as amended) or its successors and assigns.
(bb) "WORKING DAY" means any day (other than a Saturday or Sunday or any statutory holiday) on which licensed commercial banks are open for business in Sri Lanka.
-
"DEBENTURES" shall mean:
Words denoting or importing the singular number shall include the plural number and vice versa and words denoting or importing the masculine gender only shall include the feminine gender and shall include corporate and unincorporated bodies of persons.
In These Presents references to:
any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made there under or under such modifications or re-enactment.
principal and/or interest in respect of the Debentures or to any monies payable by the Company under These Presents or under the Debentures shall be deemed also to include references to any additional amounts which may be payable under These Presents.
costs, charges or expenses shall include (but not be limited to) Value Added Tax, Turnover Tax or similar tax charged or chargeable in respect thereof.
a month shall be a reference to the time from any day of one calendar month to the corresponding day of the next calendar month.
References in this Tnist Deed to clauses, sub-clauses, paragraphs and sub-paragraphs shall consumed as references to the clauses, sub clauses, paragraphs and sub-paragraphs of this Trus Deed respectively.
The headings are inserted herein only for conveniences and shall not affect the construction of These Presents.
APPOINTMENT OF THE TRUSTEE
The Trustee is hereby appointed as Trustee for tbe purposes of the Debentures and for the benefit of and in the interests of the Debenture Holders as provided herein and the Trusty accordingly accepts the appointment upon the terms and conditions contained herein and ag
to act under the provisions of this Trust Deed as the Trustee.
AMOUNT OF THE DEBENTURE ISSUE
The Company will issue debentures to raise a sum of up to Sri Lankan Rupees Five Billio (LKR 5,000,000,000/-) with an option to raise a further Sri Lankan Rupees Two Billion (L 2,000,000,000/-) at the discretion of the Company in the event of an oversubscription of th initial issue to raise an aggregate sum of up to Sri Lankan Rupees Seven Billion (LKR 7,000,000,000/-). All the said Debentures issued under These Presents shall be listed on thy CSE subject to in-principle approvals of the CSE being obtained.
COVENANTS TO REPAY THE PRINCIPAL SUM AND INTEREST
The Company bereby covenants with the Trustee for the benefit of the Debenture Hold
that it will:
pay on the Date of Redemption to Debenture Holders as of the Entitlement Dated in accordance with the provisions of These Presents an‹i upon receipt of the inforrriation relating to the Debenture Holders from the CDS, either though electronic fund transfer mechanism recognised by the banking .system of Lanka such as SLIPS (Sri Laaka Interbank Payment System) find RTGS (Rea Tizrte Grbss Settlcoieot System) in tbe ev«at accurate baok account dciai:Is oftbe Debmtture Holders are provided" to 'the CDS to effect sucb transfers or b cheque/s marked "Account Payee Only" sent by ordinary mail to the addressed
provided by the Debenture Holders to the CDS, at the risk of
Holders, if bank account details are ñot provided to the CDI or the bank acoo details provided to the CDS are inaccurate, the principal sum of the Deben which ought to be redeemed and interest (if any).remaining unpaid up to the immediately preceding the Date of Redemption of the Debentures. RTG transfers, however, cou1‹i be effeéted only for amounts over and above the maxñnum value that can be accommodated via SLIPS transfers.
pay on each Interest Payment Date to the Debenture Holders as of the Bntitleme Date, in accordance with the provisions of These Presents and upon receipt the information relating to the Debenture Holders from the CDI, either t u
an electronic fund transfer mechanism recognised by the banking system of Sri Lanka such as SLIPS (Sri Lanka Interbank Payment System) and RTGS (Real Time Gross Settlement System) in the event accumte bank account details of the Debenture Holders are provided to the CDS to effect such transfers or by cheque/s marked "Account Payee Only" sent by ordinary mail to the addresses provided by the Debenture Holders to the CDS, at the risk of the Debenture Holders, if bank account details are not provided to the CDS or the bank account details provided to the CDS are inaccurate, the interest on the Debentures for the time being outstanding at the Rate of Interest in accordance with the provisions of These Presents. RTGS transfers however could be effected only for amounts over and above the maximum value that can be accommodated via SLIPS
the interest calculation shall be based upon the actual number of days in each
Interest Period (actual/actual).
the payment of the principal sum and interest shall be made in Sri Lankan Rupees after deducting any withholding tax and/or such other taxes and charges thereon, if applicable.
any payments shall be deemed to have been made on the Date of Redemption or the Interest Payment Date as the case may be if the cheques are dispatched not later than three (03) Working Days from such date or the SLIPS transfer or the RTGS transfer is made not later than three (03) Working Days from such date.
in the event of there being any delay in the redemption of the Debentures or the payment of interest thereon due to a default by the Company, the Company shall pay default interest at the Rate of Interest plus Two per centum (2%) per annum from the Date of Redemption or the Interest Payment Date as the case may be.
(D) The Debentures shall be redeemed in accordance with the provisions contained in These Presents on the Date of Redemption together with interest (if any) remaining unpaid thereon.
If any Debenture Holder fails or refuses to receive payment of the interest or redemption monies payable to such Debenture Holder, or any part thereof within ninety (90) days from the Interest Payment Date or the Date of Redemption of the Debentures as the case may be, the amount due to him shall be transfernxl by the Company to a suspense account maintained separately with the Tnistee at the end of such ninety (90) days after the Interest Payment Date or the Date of Redemption of the Debentures and shall be paid by the Company to the Debenture Holder when a claim is duly made in writing and no interest will be payable by the Company on such interest or redemption monies for the period between the Interest Payment Date or the Date of Redemption as the case may be and the date of the said payment, unless the nonpayment is due to a willful default on the part of the Company.
No person shall be entitled to claim any such payment afier the completion of six t06) years ftom the Interest Payment Date or the Hate of Rede0iption and all unclaimed monies shall cease to be owed and payable by the Company t any Debenture Holder after the said period of six (06) years and such money will be returned to the Company by the Trustee.
If any cheques for redemption and/or an interest payment sent by post to th
Debenture Holders are returned to the Company undelivered, the
represented by each of such returned cheques shall also be transferred by theCompany to the aforementioned suspense account maintained with the Tnist and retained therein for a period of six (06) years from the Interest Payment Date or the Date of Redemption of the Debentures. Such monies will be repaid to the Debenture Holders if the same is claimed in writing by such Deben Holder within the said six (06) year period and no interest will be payable by the Company on such interest or redemption mooies for the period between thy Interest Payment Date or the Date of Redemption as the case may be and thy date of the said payment.
No person shall be entitled to claim any such redemption and/or payment after the completion of six (06) years from the Interest.Payment Date or the: Date of Redemption and all unharmed monies shall cease to be owed and payable by the Company to any Debenture Holder after the said period o( such six t06) years and such moneys will be returned to the Company by th{ Trustee.
The Company shall always act on the information furnished by the CDS and shall be the responsibility of each such Debenture Holder to keep all information in respect of such Debenture Holder updated at the CDS. Eac' Debenture Holdier shall absolve the Company from any responsibility o liability in respect of any error or absence of necessary changes in th information recorded with the CDS, Provided further that the Deben Holder shall absolve the CSE and the CDS from any responsibility or liabilit in pect of any err0r or absence of necessary changes in the idformatio recorded with the CDS where such errors or absence of changes are initiat ' or are attributable to the Debenture Holders.
(Q The Company shall be entitled to make payment on redemption of all sue Debentures on the Date of Redemption to such debenture Hñl‹iers without an request or claim from such Debeñture Holders and such payinent shall deemed to be a payment duly made by the Company to the respectiv Debenture liolders in redemption of the Dei›entures of auch holders.
Q) In order to accommodate the Debenture interest cycles in the CDS system the CSE, the Debenture Holders to whom interest shall be paid shall .he thos holding Debentures in the CDS as of the Entitlement Date.
If the Date of Redemption falls on a day which is not a Market Day, then the Date of Redemption shall be the immgi:mately succeeding Market Day and for the avoidance of doubt interest shall be paid for the intervening days which are not Market Days.
s. STAMP DUTY AND OTHER CHARGES (IF ANY)
The Company shall pay all charges, stamp duties and other similar duties or taxes (if any) payable on or in connection with (i) the issue of the Debentures and (ii) the execution of These Presents.
ELIGIBILITY TO APPLY FOR DEBENTURES
Applications for Debentures should be for a minimum of One Hundred (100) Debentures and any application for excess of this figure should be in multiples of One Hundred (100) Debentures.
TRANSFER OF DEBENTURES
These Debentures shall be freely transferable and the registration of such transfer shall not be subject to any restriction, save and except to the extent required for compliance with statutory requirements.
The Debentures shall be transferable and tiansmittable thmugh the CDS as long as the Debentures are listed on the CSE. Subject to the provisions contained herein, the Company may register without assuming any liability any transfer of Debentures, which are in accordance with the statutory requirements and rules and regulations in force for the time being as laid down by the CSE, SEC and the CDS.
In the case of death of a Debenture Holder
(e) The survivor, where the deceased was a joint holder; and
The executors or administrators of the deceased or where the administration of the estate of the deceased is in law not compulsory the heirs of the deceased where such Debenture Holder was the sole or only surviving holder shall be the only persons recognized by the Company as having any title to his/her Debentures.
Any person becoming entitled to any Debentures in consequence of bankruptcy or winding up of any Debenture Holder, upon producing proper evidence that he/she/it sustains the character in respect of which he/she/it proposes to act or his/her/its title, as the Board of Directors of the Company thiiks sufficient may in the discretion of the Board be substituted and accordingly registered as a Debenture Holder in respect of such Debentures subject to the applicable laws, niles and regulations of the Company, CDS, CSE and SEC.
No change of ownership in contravention to these conditions will be recognized by the
Company.
-
COVENANT TO OBSERVE PROVISIONS OF TBE TRUST DEED
The Company and the Trustee hereby covenants with each other to comply with the provision contained herein and to perfonn and observe the same. It is expressly agreed between the Company and the Trustee that the Trustee shall not be liable for any loss or damage however caused by non-observance or non-compliance with the covenants contained in Clause 9 by the Company.
COVENANTS BY THE COMPANY
The Company hereby covenants with the Trustee for the benefit of the Debenture Holders that so long as any of the Debentures remain outstanding:
( ) The Company shall at all times carry on and conduct its affairs in a proper and
appropriate manner.
The Company shall at all times keep such books of accounts as it is obliged to keep under the applicable.laws and (to the extent not prohibited by law or otherwise by virtue of any duty of confidentiality) at any time after an Event of Default shall have occurr or the Tnistee shall have reasonable cause to believe that an Event of Default will occult allow a reputed audit fimi appointed by the Tnistec in consultation with the: Company free access to the same at all times during working hours and to discuss the same wit ' the directors and officers of the Company" provided however that the Tnistoe and th audit firm shall, to the extent legally permitted, maintain confidentiality in respect of a the matters in such books of accounts including matters relating to the Compgny and it business and shall not use any information they acquire pursuant to these provisions fo any other purpose except as herein specifically stated.
The Company shall issue a Certificate in writing to the Trustee;
within five (05) days from each Inter‹ist Payment Date, certifying that the intere on the Debentures has been paint to the Debenture Holders in tennis of Clause 4;
within five (05) days from the Date of Redemption certifying that the princip amount has been paid to the Debenture Holders in terms of Clause 4.
The Company shall issue to the Trustee such certificates and provide such infonnatio as the Trustee may require in order to carry out its dutlCB and obligations in terns o These Presents provided such certificates can be issued or such infomiation can
provided by the Company to the extent by law and the Listing Rules of CS
and without committing any breach of its duty of confidentiality to any person or entiy:
The Company shall submit to the Trustee within one (01) month from the end ofev calendar quarter from the Date of Allotment, a Certificate which.is dated in accordan with a resolution of its Board of Directors that the Company has complied with each an all of the covenants including those contained in this Clause 9 in These Presents and certification should include:
Whether or not any limitation of liabilities or borrowings as prescribed by the Companies Act No. 7 of 2007 (as amended) and the Articles of Association of the Company has been exceeded;
Whether any material tmding or capital loss has been sustained by the Company;(111) Whether or not any circumstances materially affecting the Company has occurred
which adversely affects the Debenture Holders;
Whetber or not any contingent liability has matured or is likely to mature within the next twelve (12) months, which will materially affect the ability of the Company to repay the Debentures;
Whether the Company has any contingent liabilities and if so the amount of such liabilities;
Whether the Company has assumed a liability of a related corporate body during the preceding calendar quarter, the extent of the liability assumed during the quarter and the extent of the liability at the end of the quarter;(VM)
Whether or not there has been any change in any accounting method or method
of valuation of assets or liabilities of the Company;
Whether or not any circumstances have arisen which render adherence to the existing method of valuation of assets or liabilities of the Company misleading or inappropriate;
Whether or not there has been any substantial change in the nature of the Company's business since the issue of the Debentures;
Whether or not any action has been taken by the Board of Directors of the Company in terrors of section 219 or section 220 of the Companies Act No. 7 of 2007 (as amended) during the preceding quarter;
Whether or not the Company has observed and performed all the covenants and
obligations binding upon them respectively pursuant to the Trust Deed.
(0 The Company shall keep a record of the number of Debentures which have been issued and, the date of such issue and the persons to whom such Debentures were issued, provided however that the Company shall after the listing of the Debentures on the CSE be entitled to tteat the records maintained by the CDS as an accurate record of the Debenture Holders and the number and value of the Debentures held by each Debenture Holder.
(8) The Company shall permit the Tnistee and the Debenture Holders at all reasonable times with prior written notice to the Company and without payment of any fee to inspect any records maintained by the Company referred to in Clause 9(f) above and to take copies thereof.
(h) The Company shall forthwith upon the Company becoming aware of the happening o any and every such event as is mentioned in Clause 10.1 hereof give notice thereof writing to the Trustee provided that the Company shall in any event issue d CerUficat to the Trustee within thirty (30) days from the end of every semi-annual pert commencing from the Date of Allotment of the Debentures certifying that no eve mentioned in paragraphs (c) and (d) of Clauac 10.1 hereof has occurred during thy previous six (06) month period which would have resulted in the Debentures becomin' payable in tertns of the said Clause 10.1.
(i)
(j)
The Company shall make available the Trust Deed in full on the Company's web sity and CSE's web site until the Date of Redemption and shall make available to any Debenture Holder on request a certified copy of the Trust Deed upon payment of a f of Sri Lankan Rupees One Hundred (LKR 100/-).
The Company shall send to the Trustee and the CSE and publish on its web site, no latef
than forty five (45) days from the end of the first, second and third quarters and sixJ
(60) days from the end of the fourth quarter of its financial year an interim financial statement prepared on a quarterly basis.
The Company shall send to the Tnistee all published financial and other inforniatio which is normally provided to shareholders at the same time that it is sent to th shareholders.
(l The Company shall reimburse all reasonable expenses incurred by the Trustee after Event of Default has occurred in connmtion with:
Preservation of the Company's assets (whether then or thereafter existing).
Collection of amounts due under this Tnist Deed.
All such sums shall be reimbursed by the Company within thirty(30) days from the dat of notice of demand from the Debenture Holders or the Trustee.
The Company shall immediately notify the Trustee in the event that the Compan. becomes aware of the occurrence of any of the following events that has caused 1or could cause:
Any amount payable under the Debenture to become immediately payable.
Any event which in the opinion of the Company that could lead to th acceleration of either the payment of interest or redemption of the Debentures.
Any other right or remedy under the tems and conditions of the Debentures the provisions or covenants of the Trust Deed to become immediatel enforceable.
In the event thai the Company creates a charge, the Company shall submit to the Tmst the written details of the charge within twenty one (21) days after it is created and if th amount to be advanced on the security of the charge is indeterminate, the Company sha l
submit to the Trustee the wrinen ‹retails of the amount of each claim, within five (05)
Market Days from the date the claim is made.
(0) The Company shall at all times maintain records of all its published information and
make them available for inspection by the Trustee and Debenture Holders.
(p) The Company shall not declare or pay any dividend to its shareholders during any rnancial year unless it has paid all principal sums and interest payments that have become due and payable to the Debenture Holders as at the date on which the dividend is proposed to be declared or paid or has made satisfactory provisions therefor.
EYENTS OF DEFAULT
The Debentures shall become immediately payable at the option of the Trustee and upon the request in writing of the Debenture Holders of at least one fifth (1/5) of the par value of the Debentures outstanding or pursuant to an Extraonlinary Resolution of the Debenture Holders on the occurrence of any of the following events:
( ) If the Company defaults on the payment of the principal sum or any interest due on the whole or any part of the Debentures in accordance with the provisions contained in These Presents.
(6) If the Debentures cease to be listed on the CSE at any time between the time of listing and the Date of Redemption. due to any default on the part of the Company.
If the Company stops or threatens to stop payment of its debts or ceases to carry on its business, which may lead to the winding up of the Company.(d) If any liquidation, bankruptcy, insolvency, receivership or similar action or proceeding is commenced against the Company or an order shall be made or an effective resolution shall be passed for the winding up of the Company.
(z) If the Company does not submit a certificate to the Trustee as set out in Clause 9 (c), Clause 9 (e) or Clause 9 (h).
(0 If the Company commits a breach of any of the other covenants or provisions herein contained and on its part to be observed and performed provided however that the Trustee shall give the Company up to thirty (30) days' notice before declaring such breach to be an Event of Default.
Where any other indebtedness of the Company becomes due and payable prior to its stated maturity or where security created for any other indebtedness becomes enforceable.
Where there is revocation, withholding or modification of a license, authorization or approval that impairs or prejudices the Company's ability to comply with the terms and conditions of the Debentures or the provisions of the Trust Deed or any other document relating to the issue, offer or invitation in respect of the Debentures.
Where any mortgage, charge, pledge, lien or other encumbrance present or future ii
created or assumed by the Company contrary to Debentures and the provisions of the Tnist Deed.
the terms or conditions of ths
Upon the occurrence of an Event of Default, the principal amount together with the accrue interest shall be payable by the Company to the Debenture Holders.
ENFORCEMENT OF OBLIGATIONS
At any time after the Debentures shall have become repayable on redemption or otherwis under any provision of These Presents, and the Company has failed and/or neglected to repa and/or redeem the same within the stipulated time period, the Trustee may upon the Company's continuous failure and/or negligence to repay and/or redeem the Debentures, at its
and upon the request in writing of the Debenture Holders of at least one fifih p value of the Debentures outstanding or the Debenture Holders pursuant to an Extraordin Resolution and subject to fourteen (14) days prior written notice to the Company, institute such proceedings as they think fit to enforce repayment and other obligations of the Company und
APPLICATION OF MONIES RECEIYED BY THE TRUSTEE AND RANKING
In the event of the Trustee recovering or receiving any monies from the Company consequent t any action taken by the Trustee against the Company the Trustee shall apply such monies,
In the first place in paying or providing for the payment or satisfaction of the cos charges expenses and liabilities incurred in or about the execution of the trust constituted by These Presents (including. remuneration of the Trustee);
Secondly in or towards payment to the Debenture Holders of all arrears of interns remaining unpaid on the Debentures held by them respectively;
Thirdly in or towards payment to the Debenture Holders of all principal monies due respect of the Debentures held by them respectively; and(d) Finally, the Trustee shall pay the surplus (if any) of such monies to the Company or i assigns or nominees, provided that at the discretion of the Trustee payments may made on account of principal monies before any part of the interest or the whole of th' interest on the Debentures have been paid but such alteration in the order of payment o the principal monies and interest shall not prejudice the right of the Debenture Holde to receive the full amount to which they would have been entitled if the ordinary orde of payment had!been observed. Any payment to the debenture Holders under this Clan shall be made part pacsu in proportion to the Debentures held by them respectively.
The Debentures shall in the event of winding up of the Company rank after all the claims o secured creditors and preferential claims under any Statutes governing the Company but pa passu to the claims of unsecured creditors of the Company and shall rank in priority to and ov any subordinated det›t of the Company and the claims and rights of the shareholders of th Company.
MANNER OF PAYMENT AND ENFORCEMENT OF DEBENTURES
Any payment to be made in respect of the Debentures by the Company or the Trustee may be made in the manner provided in this Trust Deed and any payments so made shall be a good discharge pro tanto to the Company or the Trustee, as the case may be. Any payment of interest in respect of a Debenture shall extinguish any claim which may arise directly or indirectly in respect of such interest from a Debenture Holdtr.
Upon the full payment by the Company to the Debenture Holders of the principal sum and interest due under the Trust Deed, the Trustee shall certify to the Company that all obligations of the Company under the Tnist Deed have been discharged in full.
l4. REMUNERATION OF THE TRUSTEE
The Company shall pay the Tnistee during the continuation of These Presents a sum of Sri Lankan Rupees Three Hundred Thousand only (LKR 300,000/-) per annum exclusive of government taxes and levies on account of remunemtion for the Trustee for its services under These Presents. The said fee shall be paid in advance at the beginning of each semi-annually period commencing from the Date of Allotment of the Debentures.
Further, the Tnistec shall be entitled to the reimbursement of all reasonable coas, charges and expenses which the Trustee may incur in relation to tlie exercise of its duties hereunder from and out of the funds lying to the credit of the Trust hereby created.
GENERAL POWERS AND DUTI£S OF THE TRUSTEE
Without prejudice to the powers and reliefs conferred on the Trustee by These Presents or by the laws relating to Trusts or any other applicable law, the Tnistee shall have the following powers:-
The Tnistee may in relation to These Presents act on the opinion or advice of or a certificate or any information obtained from any lawyer, banker, valuer, surveyor, broker, auctioneer, accountant or other experl (whether obtained by the Trustee or the Company) or other responsible officer of the Company and shall not be responsible for any loss occasioned by acting on any such opinion, advice, certificate or information and the Trustee shall not be liable for acting on any opinion, advice, certificate or information purporting to be so conveyed although the same shall contain some error as long as the Trustee has acted in good faith with professional diligence.
(t) The Trustee shall as regards all the tnists, powers, authorities and discretion vested in it by These Presents or by operation of law, have absolute and uncontrolled discretion as to the exercise or non-exercise thereof and the Trustee shall not be responsible for any loss, costs, damages, expenses or inconvenience that may result from the exercise or non exercise thereof but where the Tnistee is under the provisions of These Presents bound to act at the request or direction of the Debenture Holders the Tnistee shall nevertheless not be bound unless first indemnified by the Debenture Holders to its satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages, expenses and liabilities which it may incur by so doing.
To summon any meeting of the Debenture Holders in acconlance with the provisions of Clause 20 hereof.
In case of default by the Company, the Trustee may but shall not be bound unless directed either by an instrument in writing signed by the Debenture Holders of at least Seventy Five per centum (75%) of the par value of the Debentures for the time being outstanding or in accordance with an Extraordinary Resolution passed by the Debenture Holders in accordance with Clause 20 of These Presents, to wafve such terms and conditions as they shall deem expedient any of the covenants and provisions contained in These Presents o the part of the Company to be performed and observed.
The Trustee as between itself and the Debenture Holders shall have full power te
determine all questions and ‹ioubts arising in relation to any of the provisions of These
Presents and every such determination, whether made upon a question actually "
implied in the acts or proceedings of the Tnistee.
(/ The Trustee may, in the conduct of the tmsts of These Presents, instead of acting through its staff, employ and pay a professional person with the prior written approval of thy Company, to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Trustee. Any expenst
incurred by such employment of a professional person shall not be charged.as an expense
to the Company.
The Trustee shall not be liable to the Company or any Debenture Holder by reason o having recognized or treated as a Debenture Holder any person subsequently found ndt to be so entitled to be recognized or treated.
Whenever in These Presents the Trustee.is required in connection with any exercise its powers, trusts, authorities or discretions to have regar‹i to the interests of the Debentur Holders, it shall bave regard to the interests of the Debenture Holders as a class and particular, but without prejudice to the generality of the foregoing, shall not be oblig to have regard to the consequences of such exercise for any individual Debenture Hol resulting from his or its being for any purpose domiciled or resident in, or otfierwi connecte‹i with, or subject to the jurisdiction.of, any particular territory.
The Trustee may, accept a Certificate certifying that all Debentures have been redeem or relating to any other matter primarily in the knowledge of the Company as suffici ewdence thereof and such Certificate shall be a complete protection to the.Trustee wh acts tbezeoa.
The Trustee shall give notice to the Debenture Holders in writing:
when the Trustee is notified by the Company of any occurrence mentioned in Clause 10. or any condition of the Trust Deed which cannot be.fulfilled;
when the Company fails to deliver the Certificate referred to in Clause 9(e) of The
Presents within five (05) days of being required to do so by the Trustee;
as soon as practicable if the Company fails to remedy any breach of terms and conditions of the Debentures or the provisions/covenants of the Trust Deed.
The Trustee shall ensure thai all documents required to be submitted by the Company in terms of the covenants set out in the Trust Deed are forwarded in a timely manner.
18.4. The Trustees shall in performance of its duties maintain. the confidentiality of confidential information received by it (the Trustee may disclose:such information to a branch, head office, subsidiary or agent of the Tnistee in connection with the Trust Deed and to any government body court and/or to any pany in accordance with the law) and shall not use such information for their own personal benefit. The Tnistee shall keep the Company informed in writing of any such disclosure under this Clause.
15.5. The Tnistee shall exercise reasonable diligence to ascertain whether the Company has committed any breach of the terms and conditions of the Debentures or provisions of the Tnist Deed or whether an Event of Default has occurred or is continuing to occur, on perusal of the documents submitted in terms of the covenants set out in the Trust Deed.
EXEMPTIONS AND INDEMNIFICATIONS OF TRUSTEE FROM LIABILITY
The Trustee shall be indemnified by the Company for any liability, claim, expense, damage or loss that it may incur in connection with this Trust Deed, provided the liability or loss was not a result of the sole negligence or willful misconduct of the Trustee.
Provided further that none of the provisions of These Presents shall in any case in which the Tnistee has failed to show the degree of care and diligence required by it, having regard to the provisions of These Presents, conferring on the Tmstee the powers, authorities or discretions, relieve or indemnify the Tnistee against any liabilities which by virtue of any nile of law would otherwise attach to it in respect of any negligence, default, breach of duty or breach of trust of which it may be guilty in relation to its duties under These Presents.
Any terms and conditions of the Debentures and provisions in the Trust Deed or a term of a contract with the Debenture Holders secured by the Trust Deed, sball be void in so far as such term or provision would have the effect of exempting the Trustee from liability for:
the failwe to carry out its duties as the Trustee; or
the failure to exercise the degree of care and diligence required of it as the Trustee.
indemnifying the Trustee against that liability, unless the term or provision:
enables the release of the Trustee from liability for something done or omitted to be done before the release is given; or
enables a meeting of Debenture Holders to approve the release of the Trustee from liability for something done or omitted to be done before the release is given.
Such release will be effective when approved by Debenture Holders if the Debenture Holders who vote for the resolution represent three fourth (3/4) of the par value of the Debentures.
The Tnistee is also not liable for anything done or omitted to be done in accordance with g
direction given to the Trustee by the Debenture Holders at any meeting duly called.
The Trustee shall:
not be responsible in the capacity of a lender or borrower;
have no obligations to discharge debts owed by the Company to Debenture Holders;
not be liable for any losses arising out of circumstances beyond its control;
be entitled to rely and act on any document/ instrument received from the Company unless actual notice of otherwise is given.
-
APPOINTMENT AND REMOVAL OF TJfE TRUSTEE
Subject to the provisions of this Trust Deed, the power of appointing new Trustees shall @ vested in the Company, provided that the Company shall obtain the consent of Debenture Holders holding not less than fifty per centum (50%) of the par value of the Debentures for the time being outstanding or it may obtain approval by an ordinary resolution of the Debent Holders prior to the appointment of the new Trustee. Notice of such appointment shall be give to the Debenture Holders within thirty (30) days of such appointment by an adv'er1iseme published in national newspapers in all three languages (Sinhala, Tamil and English) of Company's choice circulating in Sri Lanka.
In the event the Company does not or cannot exercise its power to appoint a new Trustee an there being no new Trustee appointed as of thirty (30) days before the removal/resignation o the Trustee talking effect in accordance with the terms hereof, the Debenture Holders may convene a meeting to appoint a new Trustee by an ordinary resolution.
Any removal of a Trustee and the subsequent appointment of s replacement Trustee by th Company shall be with the consent of an Extraordinary.Resolution of the Debenture Holders.
In the event of the Debenture Holders not being satisfied with the Tnistee, they have the right t remove the Trustee by way of an Extmordinary Resolution passed at a General Meetin convened under Clause 20 hereof.
The Company shall be notified of any removal of the Trustee and subsequent appointment of replacement Trustee by the Debenture Holders.
The Company shall take reasonable steps to replace the Tnistoe as soon as practicable aft becoming aware that:
The Trustee has ceased to exist.
The Trustee is in a situation of conflict of interests.
The Trustee has ceased to perform its function as a Trustee.
The Trustee is in a situation of unsuitability and dees not eliminate such situation withi ninety (90) days, after them ascertaining or of them been informed that the Trustee h such Situation.
In the event the Trustee discovers that it is not eligible to be appointed or act as Trustee, lh
Trustee shall give immediate notice in writing to the Company regarding the same.
I17.8. Subject to Clause 19.1 belong the existing Trustee shall continue to act as a Trustee until a new
Tnistee is appointed.
17.9. Upon a change of the Trustee in accordance with Clause 17, the Company or the Trustee shall notify the CSE and take steps to make an immediate market announcement.
REQUIREMENTS OF A TRUSTEE
The Trustee shall be a corporate body and shall cñmply with the Securities and Exchange Commission of Sri Lanka Act No. 19 of 2021, rules, regulations and guidelines issued thereunder and the Listing Rules of the CSE.
RESIGNATION OF TRUSTEE
In the event of the Trustee, in its sole and absolute discretion, desiring to resign, the Trustee shall give not less than ninety (90) days' notice to the Company in writing to that effect, and the Company shall thereupon appoint a new Trustee in accordance with Clause 17 of These Presents. The Trustee shall continue in its capacity as Trustee until such time a new Trustee is appointed.
In the event of such a resignation, the Trustee at its cost shall publish a notice to this effect in national newspapers in all three languages (Sinhala, Tamil and English} of its choice circulating in Sri Lanka and such notice shall be deemed to be sufficient notice to the Debenture Holders notwithstanding anything to the contrary herein contained.
The Company or the Trustee shall notify the CSE and take steps to make an immediate market announcement upon such resignation.
MEETINGS OF DEBENTURE HOLDERS
The Trustee shall call a meeting/cause a meeting of Debenture Holders with written notice to the Company and all Debenture Holders or on a requisition being received in writing signed by the Debenture Holders of at least one fifth (1/5) of the par value of the Debentures for the time being outstanding or if requested by the Company.
Not less than twenty one (21) Working Days' notice shall be given of a meeting for the purpose of passing a Resolution.
Meetings of Debenture Holders may be held by such Debenture Holders who constitute a quomm being assembled togetber at the place, date and time appointed for the meeting, or by audio or audio and visual communication whereby all Debenture Holders forming a quonim can hear or hear and see each other thmughout the meeting.
The quorum for the meeting (other than adjourned meeting) for the purpose of passing an ordinary resolution shall be the Debenture Holders representing twenty five per centum (25%) of the par value of the Debentures for the time being outstanding, provided however, that the quorum for passing an Extraordinary Resolution should be the Holders of a majority in.par value of the outstanding Debentures present in person or by proxy or.by attorney.
| Attention: This is an excerpt of the original content. To continue reading it, access the original document here. |