172 FGV HOLDINGS BERHAD NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021 58 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONTINUED) (ii) On 30 April 2021, FGV Integrated Farming Holdings Sdn Bhd (“FGVIF”) entered into a binding term sheet with MSM Malaysia Holdings Berhad (“MSM”) for the proposed acquisition of 37,354,500 ordinary shares constituting 100% of the entire issued and paid up share capital in MSM Perlis Sdn Bhd (“MSM Perlis”) and all ordinary shares to be issued and allotted to MSM prior to the signing of the Share Sale Agreement (“SSA”) for a cash consideration of RM175.0 million, subject to adjustment for net debt and net working capital at completion of the Proposed Acquisition. On 29 September 2021, the proposed acquisition has been completed in accordance with the terms of the SSA. On 1 November 2021, the Board of Directors announced that the final acquisition consideration for the acquisition that has been determined in accordance with the terms of the SSA and agreed between FGVIF and MSM, was RM181,106,117. (iii) On 22 December 2021, the Board of Directors of the Company announced that the Company had on 20 December 2021 lodged with the Securities Commission Malaysia (“SC”) for the proposed establishment of the Sukuk Murabahah Programme under SC’s Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework. The Sukuk Murabahah Programme shall have a tenure of eight (8) years from the date of the first issue of Sukuk Murabahah under the Sukuk Murabahah Programme, which shall be made within sixty (60) business days from the date of the lodgment with the SC (or such other extended period as may be approved by the SC). The tenure of each Sukuk Murabahah to be issued under the Sukuk Murabahah Programme shall be between one (1) year and up to eight (8) years, provided that no Sukuk Murabahah matures after the expiry of the Sukuk Murabahah Programme. The Sukuk Murabahah to be issued under the Sukuk Murabahah Programme shall be unrated. The proceeds from the Sukuk Murabahah Programme shall be utilised by the Company to refinance its existing financing or borrowing. For the avoidance of doubt, the utilisation of the proceeds of the Sukuk Murabahah Programme shall at all times be for Shariah-compliant purposes. On 31 December 2021, the Company has made the first issuance of Sukuk Murabahah of RM500 million in nominal value pursuant to the Sukuk Murabahah Programme. The RM500 million Sukuk Murabahah issuance will not have any effect on the issued and paid-up share capital of FGV and/or the substantial shareholders' shareholding in FGV. The Sukuk issued by the Company has been reflected as an unsecured borrowing as at 31 December 2021 pending completion of certain conditions subsequent. Upon completion of the conditions subsequent, the Sukuk will be reflected as a Secured borrowing. 59 APPROVAL OF FINANCIAL STATEMENTS The financial statements have been approved for issue in accordance with a resolution of the Board of Directors on 4 April 2022.
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