(b) in relation to the holders of the Debt Securities (the "Debt Securities Holders"), each
Debt Securities Holder can elect to receive, either:
(i)
Option 1: an upfront cash payment of an amount equal to the lesser of (A)
S$1,500 and (B) 50% of the aggregate value of the Debt Securities held by
such Debt Securities Holder; or
(ii)
Option 2: a cash amount equal to the lesser of (A) S$1,500 and (B) 50% of
the aggregate value of Debt Securities held by such Debt Securities Holder, to
be paid out over two (2) years in five (5) equal instalments commencing from
the Completion Date, together with interest of 1.25% per annum on such
amounts which remain outstanding. For the avoidance of doubt, the principal
amounts payable under Option 1 and the preceding sentence of this Option 2
will be capped at S$50,000,000 in aggregate. Further, Debt Securities Holders
who elect this second option will also be entitled to receive an additional cash
amount (on a pro rata basis amongst the Debt Securities Holders who have
selected this second option only) (the "Additional Cash Amount") equal to:
(A) if shares of Utico (or an affiliate thereof) (the "Listco") are listed within
two (2) years of the Completion Date (the "Listing End Date"), the
higher of: (1) the cash equivalent of 4.0% of the issued share capital
of the Listco at the listing price and (2) S$50,000,000; or
(B) if such listing does not occur by the Listing End Date, S$50,000,000,
in each case, multiplied by a fraction represented by the value of the Debt
Securities Holders who have selected this second option as the numerator and
the total value of the Debt Securities Holders as the denominator, for the full
and final settlement of the Debt Securities. The Additional Cash Amount will
be paid out over two (2) years in five (5) equal instalments commencing from
the Listing End Date, together with interest of 1.25% per annum on such
amounts which remain outstanding.