In order to expand and develop the visionary 1,000 acres of Musang King durian plantation in the next 3 to 5 years, Newleaf Plantation Berhad (1251569-U) incorporated a fully owned Special Purpose Vehicle (SPV) Newleaf Eco Development Sdn Bhd (1302701-U). NEDSB is responsible to develop the 1st phase of Musang King durian plantation in Pahang.
Newleaf is responsible to develop and to maintain the farm operation. Durian trees takes approximately 5-6 years to produce yield. A 6 to 10-year-old durian tree can produce 50 - 100 fruits annually. Neweleaf expects the plantation to be self-sustainable by year 6th onward, with projection yield of 20% to 35% per annum. As the durian trees grow olders, the yield is expected to increase gradually.
Newleaf's first round fund raising through pitchIN targets at RM3,000,000 (3 Million Ringgit Malaysia) for the development and maintenance of 15 acres durian plantation. Newleaf expects to venture into durian manufacturing, export and trading, bringing additional revenue to the business in future rounds of fund raising. In exchange, investors will hold redeemable preference share of NEDSB with 70% net profit sharing from the durian plantation, export and trading activities for 20 years tenure.
The RPS may be redeemed on the expiry of the Term. The Company shall pay to the Subscriber the redemption money in respect of such RPS in cash. The redemption price for each RPS shall be the Issue Price.
The RPS may be redeemed at the option of the Issuer before the expiry of the Term, in the event that the Issuer obtains relevant approvals from the governing authorities to list on a stock exchange whether on its own or via a listing vehicle. The Issuer hereby undertakes and covenants with the Subscriber that the Issuer shall allocate ten per centum (10%) of all IPO Shares in the Listing Company to be used to redeem all RPS offered by the Issuer to all Subscribers under the Term Sheet.
Newleaf Eco Development Sdn Bhd (Company No.: 1302701-U)
Unit 20-05, Level 20, Q Sentral,
2A Jalan Stesen Sentral 2,
Kuala Lumpur Sentral, 50470 Kuala Lumpur,
Wilayah Persekutuan Kuala Lumpur.
Suite E-07-01, Plaza Mont Kiara,
No. 2, Jalan Kiara, Mont Kiara,
50480 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur.
Redeemable Preference Shares (“RPS”).
Ringgit Malaysia Ten Thousand (RM10,000.00) per RPS
For the purpose of expansion of Issuer’s business (“Purpose”).
The day of issuance of the RPS by the Issuer to the Subscriber which is on or before the Subscription Closing Date and upon full payment of the value of the RPS by the Subscriber to the Issuer (“Issue Date”).
Twenty (20) years commencing from the Issue Date (“Term”) unless extended with the consent of all Subscribers whereupon the RPS shall mature and shall be redeemed by the Issuer in accordance with the terms and conditions of this Term Sheet (“Maturity Date”).
The Subscribers are entitled to dividends in proportion to the RPS holdings by the Subscribers (“Dividend”).
The Dividend on the RPS may be declared and paid by the Issuer to the Subscriber in accordance with the following calculations (“Dividend”): -
70% of Profit After Tax (“PAT”)
Number of RPS issued
• PAT = (Revenue – Operation Cost) – Tax
• For avoidance of doubt, the Operation Cost shall include but not limited to any incidental costs including fees for services by third parties, management fees and any other fees and/or costs as determined by the Issuer.
Total Number of RPS : 20
Value for each RPS: RM10,000.00
Total Value of Issued RPS: RM200,000.00
Operation Costs : RM50,000.00
Tax : RM5,000.00
70% X [(RM200,000.00-RM50,000.00) – RM5,000.00]
The Dividend, if declared by the Issuer, shall be payable on annual basis commencing from the Issue Date. The Subscriber hereby acknowledge that the Dividend is non-cumulative basis.
The RPS may, subject to Section 72 of the Companies Act 2016, be redeemed on the expiry of the Term. The Company shall pay to the Subscriber the redemption money in respect of such RPS in cash.
The redemption price for each RPS shall be the Issue Price (“Redemption Price”). On the date of the Redemption Price is paid to the Subscriber, the RPS shall be cancelled on the same date.
The RPS may be redeemed at the option of the Issuer (but not the Subscriber) before the expiry of the Term, in the event that the Issuer obtains relevant approvals from the governing authorities to list on a stock exchange whether on its own or via a listing vehicle (“Listing Company”) in any jurisdiction as it may determine (“Proposed Listing”) and subject to written notice being issued by the Issuer to the Subscriber in relation thereto.
For clarifications purposes, the Issuer hereby undertakes and covenants with the Subscriber that the Issuer shall allocate ten per centum (10%) of all IPO Shares in the Listing Company to be used to redeem all RPS offered by the Issuer to all Subscribers under the Term Sheet.
Newleaf's intention is to develop 1000 acres of durian plantation in next 3 years. The plantation may spread across different states such Pahang, Johor and Negeri Sembilan.
Newleaf development mainly focus on lease land from state government, as well as some joint-venture partnership with land owners.
Newleaf engaged PITCHIN – an Equity Crowd Funding Platform regulated by Securities Commission Malaysia. All fund raised is deposited into pichIN Nominee’s Maybank trust account. Newleaf business is fully transparent, any fund utilized will be reported in its annual financial statement.
Newleaf’s financial year end is end of February. Investors may expect to receive a circulation within 6 months from the financial date.
The trustee and nominee are required to make difficult decisions and judgments in order to safekeep investors’ benefit at all time. They will also be responsible to administer and distribute the dividends to the investors.
The funds will be used for business expansion, more specifically to expand plantation base and to venture into manufacturing and retail business.
Newleaf redeemable preference share is RM10,000 per share. The minimum investment is 1 unit of share, the maximum investment thru pitchIN is RM 3,000,000 (300 Shares). The subscription is open to both individual investors and corporate investors.
A company issues redeemable preference shares to shareholders with an agreed return and later redeems them. This means the company can buy back the shares at a later date.
RPS shareholders are entitled to 70% net profit after tax of Newleaf Eco Development Sdn Bhd for a duration of 20 years.
Investors have 2 exit options:
Newleaf does not prohibit share transfer within the 20 years term. Investors are allowed to transfer their shares in the free market, at willing seller willing buyer price.
Yes. RPS is an asset held by the trustee on behalf of you. You may structure a will to transfer the custodian of the RPS.
Newleaf does not guarantee any form of return to investors. Investors return solely base on company's profit. During growing stage, investors may not expect any return. Plantation yield is expected in Year 6. As the durian trees grow older, the yield will increase gradually.
Newleaf Eco Development Sdn Bhd (NEDSB) is in the business of cultivation, exportation, trading and retailing of durian and durian related products. NEDSB is a 100% owned subsidiary of Newleaf Plantation Berhad.
Once the company achieves the benchmark required for listing, the management will decide to go for listing based on the company’s condition as of then.
Yes, you are welcome to visit Newleaf Durian plantation. However, early appointment is needed.
Newleaf will insure our plantation after the development is completed. The insurance coverage compensates dead of trees due natural disaster such as flood, earthquake and wild fire.