Você está na página 1de 48

1.

BACKGROUND INFORMATION
(a)

The Issuer

(i)

Name:

Bandar Malaysia Sdn Bhd (BMSB or the Issuer).

(ii)

Address:

Level 8 Menara IMC


No. 8 Jalan Sultan Ismail
50250 Kuala Lumpur
Wilayah Persekutuan

(iii)

Business
number:

(iv)

Date and place


incorporation:

(v)

Date of listing:

Not applicable

(vi)

Status on residence (i.e.


resident / non-resident
controlled company):

Resident controlled company

(vii)

Principal activities:

Dormant as at 1 November 2013. Its intended principal


activities are real estate, property development and
investment holding.

(viii) Board of directors:

As at 1 November 2013, the Board of Directors of the


Issuer are as follows:

registration 900528-T

of

11 May 2010/ Malaysia

1. Dato Azmar bin Talib


2. Mohd Hazem bin Abd Rahman @ Mohamed
(ix)

Structure
of
shareholdings and names
of shareholders or, in the
case of a public company,
names of all substantial
shareholders:

As at 1 November 2013, the shareholder of the Issuer


is as follows:Name of
Shareholder
1MDB Real Estate
Sdn Bhd (1MDB
RE)

No. of Ordinary Shares of


RM1.00 each held
No.
(%)
2
100

(x)

Authorised issued
and paid-up capital:

As at 1 November 2013, the authorised, issued and


paid-up capital of the Issuer are as follows:
Authorised
Share
Capital

: Ringgit One Hundred Thousand


(RM100,000.00) divided into
100,000 ordinary shares of
Ringgit One (RM1.00) each

Issued and : Ringgit Two (RM2.00) divided


Fully Paidinto 2 ordinary shares of Ringgit
Up
One (RM1.00) each
Share Capit
al
(xi)

Disclosure
following:

of

the

If the issuer or its


board members have
been convicted or
charged with any
offence under the
securities
laws,
corporation laws or
other laws involving
fraud or dishonesty
in a court of law, for
the past five years
prior to the date of
application; and

None.

If the issuer has been


subjected to any
action by the stock
exchange for any
breach of the listing
requirements or rules
issued by the stock
exchange, for the
past five years prior
to
the
date
of
application.

Not applicable.

(b)

1MDB RE

(i)

Name:

1MDB Real Estate Sdn Bhd (1MDB RE)

(ii)

Address:

Level 8 Menara IMC


No. 8 Jalan Sultan Ismail
50250 Kuala Lumpur
Wilayah Persekutuan

(iii)

Business
number:

(iv)

Date
and
place
incorporation:

(v)

Date of listing:

(vi)

Status on residence (i.e. Resident controlled company


resident / non-resident
controlled company):

(vii)

Principal activities:

Property development,
investment holding.

(viii)

Board of directors:

As at 1 November 2013, the Board of Directors of the


Issuer are as follows:

registration 888740-X
of 2 February 2010/ Malaysia

Not applicable

property

investment

and

1. Dato Azmar bin Talib


2. Mohd Hazem bin Abd Rahman @ Mohamed
(ix)

Structure
of As at 1 November 2013, the shareholder of 1 MDB RE
shareholdings
and is as follows:names of shareholders
or, in the case of a public
Name of
No. of Ordinary Shares of
company, names of all
Shareholder
RM1.00 each held
substantial shareholders:
No.
(%)
1Malaysia
2
100
Development
Berhad (1MDB)

(x)

Authorised issued and As at 1 November 2013, the authorised, issued and


paid-up capital:
paid-up capital of 1 MDB RE are as follows:
Authorised
Share
Capital

: Ringgit Two Billion and Five


Hundred
Million
(RM2,500,000,000.00)
divided
into
2,500,000,000
ordinary
shares of Ringgit One (RM1.00)
each

Issued and : Ringgit Two Billion and Five


Fully PaidHundred
Million
Up
(RM2,500,000,000.00)
divided
Share Capit
into
2,500,000,000
ordinary
al
shares of Ringgit One (RM1.00)
each
(xi)

Disclosure
following:

of

the

If 1MDB RE or its board None.


members
have
been
convicted or charged
with any offence under
the
securities
laws,
corporation laws or other
laws involving fraud or
dishonesty in a court of
law, for the past five
years prior to the date of
application; and

If 1MDB RE has been Not applicable.


subjected to any action
by the stock exchange
for any breach of the
listing requirements or
rules issued by the stock
exchange, for the past
five years prior to the
date of application.

2.
(a)

PRINCIPAL TERMS AND CONDITIONS


Names of parties involved
in the proposal, where
applicable
(i)

Principal adviser

AmInvestment Bank Berhad (AmInvestment


Bank).

(ii)

Lead arranger

AmInvestment Bank.

(iii)

Co-arranger

Not applicable.

Solicitors for the Lead Arranger (Solicitors)


Adnan Sundra & Low.

(iv) Solicitor

Solicitors for the Issuer


Wong & Partners
(v)

Financial adviser

Not applicable.

(vi) Technical adviser

Not applicable.

(vii) Sukuk trustee

AmTrustee Berhad

(viii) Shariah adviser

Dr Mohd Daud Bakar

(ix) Guarantor

Not applicable.

(x)

Not applicable.

(xi) Facility agent

AmInvestment Bank (Facility Agent).

(xii) Primary subscriber


(under a bought-deal
arrangement) and
amount subscribed

Not applicable.

(xiii) Underwriter and amount


underwritten

Not applicable.

(xiv) Central depository

Bank Negara Malaysia (BNM).

(xv) Paying agent

BNM.

(xvi) Reporting accountant

Not applicable.

Valuer

(xvii) Calculation agent

Not applicable.

(xviii) Others (please specify)

Lead Manager
AmInvestment Bank
Security Agent
AmInvestment Bank

(b)

Islamic principles used

Murabahah (via a Tawarruq arrangement)

(c)

Facility description

An unrated sukuk issuance programme based on


the Shariah principles of Murabahah (Sukuk
Murabahah) of up to RM2,400.0 million in
nominal
value
(Sukuk
Murabahah
Programme).
The issuance of each series of the Sukuk
Murabahah from time to time under the Sukuk
Murabahah Programme shall be effected as
follows:1.

The Sukuk Trustee (on behalf of the holders


of the Sukuk Murabahah (Sukukholders))
and BMSB shall enter into a Service Agency
Agreement, pursuant to which BMSB (in
such capacity, the Purchase Agent) is
appointed as the agent of the Sukukholders
for the purchase and sale of Shariahcompliant commodities (Commodities).
The Purchase Agent will then enter into a
Facility Agency Agreement to appoint the
Facility Agent as the sub-purchase agent (in
such capacity, the Sub-Purchase Agent)
for the purchase and sale of Commodities
under the Sukuk Murabahah Programme.

2.

Pursuant to a Commodity Murabahah


Master Agreement, BMSB (in such capacity,
the Purchaser) issues a purchase order
(the Purchase Order) to the Purchase
Agent, and subsequently thereafter, the
Purchase Agent issues the Purchase Order
to the Sub-Purchase Agent. In the Purchase
Order, the Purchaser will request the
Purchase Agent, and subsequently, the
Purchase Agent will request the SubPurchase
Agent
to
purchase
the

Commodities. The Purchaser will irrevocably


undertake to purchase the Commodities
from the Sukukholders via the Sub-Purchase
Agent at a Deferred Sale Price (as defined in
item 2(e) below).
3.

Based on the Purchase Order, the SubPurchase Agent (pursuant to the CTP
Purchase Agreement entered into between
the Sub-Purchase Agent and the Commodity
Trading Participant (CTP)) will purchase on
a spot basis the Commodities from
commodity vendor(s) in the Bursa Suq AlSila commodity market (through a CTP) at a
purchase price (Purchase Price) which
shall be an amount equivalent to the Sukuk
Murabahah proceeds.

4.

BMSB (acting as the Issuer) shall issue


Sukuk Murabahah whereby the proceeds
shall be used to pay for the Purchase Price
of the Commodities. The Sukuk Murabahah
shall evidence, amongst others, the
Sukukholders
ownership
of
the
Commodities and subsequently, once the
Commodities are sold to the Purchaser, the
entitlement to receive the Deferred Sale
Price.

5.

Thereafter, pursuant to the undertaking


under the Purchase Order, the SubPurchase Agent (acting on behalf of the
Purchase Agent) shall sell the Commodities
to the Purchaser at the Deferred Sale Price
under the sale and purchase agreement
(Sale and Purchase Agreement).

6.

Subsequently thereafter, BMSB (pursuant to


the CTP Sale Agreement entered into
between BMSB (acting as Purchaser for
itself) and the CTP) shall sell the
Commodities to Bursa Malaysia Islamic
Services Sdn. Bhd. (through the CTP) on a
spot basis for an amount equal to the
Purchase Price. The CTP Sale Agreement
will provide for the CTP to directly sell the
Commodities into Bursa Malaysia Islamic

Services Sdn. Bhd. upon notice by the SubPurchase Agent that the Sale and Purchase
Agreement has been completed and
executed.
During the tenure of the Sukuk Murabahah,
BMSB (as part of its obligation to pay the
Deferred Sale Price) shall make periodic
Profit Payments (as defined in item 2(j)
below) to the Sukukholders. Upon maturity
(unless earlier redeemed) or upon the
declaration of an event of default, BMSB
shall pay all amounts outstanding in respect
of the Deferred Sale Price (subject to
Rebate (Ibra) (as set out in item 2(y)(viii)
below), where applicable) of the relevant
Sukuk Murabahah upon which the relevant
Sukuk Murabahah will be cancelled.

7.

Please refer to the Appendix for the illustrative


diagram of the Sukuk Murabahah transaction.
(d)

Identified assets

(e)

Purchase and selling


:
price/rental (where applicable)

Shariah-compliant commodities, which shall


include but not limited to crude palm oil or such
other acceptable commodities (excluding ribawi
items in the category of medium of exchange
such as currency, gold and silver) which are
provided through the commodity trading platform,
Bursa Suq Al-Sila.
Purchase Price
The Purchase Price in relation to each purchase
of the Commodities shall be equal to the
proceeds of the Sukuk Murabahah.
The Purchase Price shall comply with the
Securities Commissions Shariah Advisory
Council (SAC) asset pricing requirements
(Asset Pricing Requirement) as provided in
the Securities Commissions Guidelines on
Sukuk effective on 28 December 2012 (as may
be amended from time to time) (Guidelines on
Sukuk).

Deferred Sale Price


To be evidenced by the issue of the Sukuk
Murabahah, the Deferred Sale Price shall
comprise the Purchase Price plus the aggregate
Profit Payments, on a deferred payment basis
and will be determined prior to the sale of the
Commodities to the Issuer, plus the Discounted
Amount (as defined hereinafter) calculated at the
issue date of each relevant Sukuk Murabahah
issuance (if applicable),
Discounted Amount means the difference
between (a) the nominal value of the relevant
Sukuk Murabahah, or (b) the accreted value of
the relevant Sukuk Murabahah (whichever is
applicable) and the Purchase Price of the
relevant Sukuk Murabahah, in the case of Sukuk
Murabahah issued at a discount.
(f)

Issue/sukuk programme size

The outstanding nominal value of the Sukuk


Murabahah issued under the Sukuk Murabahah
Programme shall not exceed RM2.4 billion at any
point in time.

(g)

Tenure of issue/sukuk
programme

Sukuk Murabahah Programme


Ten (10) years from the date of the first issuance
under the Sukuk Murabahah Programme.
Each Sukuk Murabahah
Each Sukuk Murabahah shall have a maturity of
more than one (1) year and up to ten (10) years,
provided that the Sukuk Murabahah matures on
or prior to the expiry of the Sukuk Murabahah
Programme.

(h)

Availability period of sukuk


programme

The period commencing from the date the


conditions precedent of the Sukuk Murabahah
Programme are fulfilled or waived (as the case
may be) and ending on the date falling ten (10)
years after the date of the first (1st) issuance of
the Sukuk Murabahah under the Sukuk
Murabahah Programme provided that the first
issuance of Sukuk Murabahah under the Sukuk
Murabahah Programme shall be made within two

(2) years from the date of the SCs authorisation


and no Sukuk Murabahah shall mature after the
expiry of the Sukuk Murabahah Programme.
(i)

Profit/coupon/rental rate

To be determined prior to the issuance of the


Sukuk Murabahah and the rate shall be
applicable throughout the tenure of each issue of
the Sukuk Murabahah.

(j)

Profit/coupon/rental payment
frequency

The frequency of the profit payments (Profit


Payments) shall be on a semi-annual basis or
such other period of frequency to be agreed
between BMSB and the Lead Arranger prior to
each issuance of Sukuk Murabahah (each such
date for payment, a Profit Payment Date).

(k)

Profit/coupon/rental payment :
basis

Actual/365 days

(l)

Security/collateral,
applicable

The Sukuk Murabahah Programme shall be


secured by the following;

where :

(a)

memorandum of deposit (MOD) over the


shares of the Issuer;

(b)

assignment and charge over the Shariahcompliant Disbursement Account, the


Shariah-compliant
Finance
Service
Reserve Account (FSRA), the Shariahcompliant Proceeds Account, the Shariahcompliant Sale Proceeds Account and the
monies standing to the credit therein;

(c)

debenture by the Issuer creating fixed and


floating charges over its assets (save for
the Sungai Besi Land (as defined in item
(2)(m)(ii)(1)) when it is transferred to the
Issuer);

(d)

charge over the proceeds from the sale of


the Sungai Besi Land and a power of
attorney in favour of the Security Agent to
deal with the Sungai Besi Land upon the
declaration of an Event of Default;

(e)

assignment and charge over the following


(Development Agreements):

10

11

(i)

Development Agreement dated 17


February 2012 between the
Government of Malaysia and
1Malaysia Development Berhad in
relation to the development of the
Pangkalan
Udara
Sendayan,
Negeri Sembilan;

(ii)

Development Agreement dated 13


January
2012
between
the
Government of Malaysia and
1Malaysia Development Berhad in
relation to the development of the
Royal Malaysian Police Air Unit
Flight Training Base, Ipoh, Perak;

(iii)

Development Agreement dated 21


December 2011 between the
Government of Malaysia and
1Malaysia Development Berhad in
relation to the development of the
Pangkalan Udara Tentera Udara,
Diraja Malaysia, Butterworth;

(iv)

Development Agreement dated 21


December 2011 between the
Government of Malaysia and
1Malaysia Development Berhad in
relation to the development of the
Pangkalan Udara Tentera Udara
Diraja Malaysia, Gong Kedak;

(v)

Development Agreement dated 17


February 2012 between the
Government of Malaysia and
1Malaysia Development Berhad in
relation to the development of the
Pangkalan
Udara
Kuantan,
Pahang;

(vi)

Development Agreement dated 17


February 2012 between the
Government of Malaysia and
1Malaysia Development Berhad in
relation to the development of the
Pangkalan
Udara
Subang,
Selangor;

(vii)

Development Agreement dated 17


February 2012 between the
Government of Malaysia and
1Malaysia Development Berhad in
relation to the development of the
31 Rejimen Diraja Camp, Kajang,
Selangor; and

(viii)

Development Agreement dated 17


February 2012 between the
Government of Malaysia and
1Malaysia Development Berhad in
relation to the development of the
Pangkalan Gerakan Udara Polis
Diraja Malaysia, Subang;

(f)

assignment and charge over the


insurance/Takaful policies and underlying
construction
contracts
(and
any
performance bonds provided in respect
thereof) in relation to the Relocation Project
(as defined in item 2(m)(ii)(1));

(g)

a letter of undertaking from 1MDB in form


and substance acceptable to the Principal
Adviser/Lead Arranger/Lead Manager and
agreed
by
1MDB
(Letter
of
Undertaking), undertaking to (i) ensure,
cause and/or procure, in a timely manner,
that the Issuer shall, at all times, have
sufficient funds to meet all its working
capital, capital expenditure, operating
expenditure, debt servicing obligations
and any other payment obligations,
including any of the Issuers top-up
obligations; and (ii) meet its obligations
above by way of injecting capital into the
Issuer or by way of advances or pursuant
to any other method permitted by law;

(h)

assignment and charge over the following


back to back agreements between the
Issuer and 1MDB and/or 1MDB RE in
relation to the Relocation Project:
(i)

12

where applicable, the letter of

appointment issued by 1MDB to


1MDB RE in relation to the
appointment by 1MDB of 1MDB RE
as the main contractor for the
Relocation Project;

(i)

(ii)

sale and purchase agreement


(SPA) entered into between
1MDB RE and the Issuer for the
sale of the Sungai Besi Land by
1MDB RE to the Issuer;

(iii)

inter-company Shariah-compliant
financing contracts, i.e. Murabahah
contracts to be entered into
between the Issuer and 1MDB RE
for
the
purpose
of
advancing/channelling
the
proceeds of the Sukuk Murabahah
from the Issuer to 1MDB RE; and

(iv)

turnkey contracts entered or to be


entered into between 1MDB RE
and Perbadanan Perwira Harta
Malaysia (PPHM) in relation to the
appointment by 1MDB RE of
PPHM as the turnkey contractor for
the Relocation Project;

such other security as determined by the


Principal Adviser / Lead Arranger / Lead
Manager and/or advised by the Solicitors
and agreed by the Issuer.

For the purposes of these principal terms and


conditions, 1MDB and 1MDB RE shall collectively
be referred to as Third Party Security
Providers and each a Third Party Security
Provider.
For the avoidance of doubt, item 2(l)(e) above
shall only be created as a condition subsequent.
(m)

Details on utilisation of :
proceeds
by
issuer.
If
proceeds are to be utilised for
project or capital expenditure,
description of the project or

(i)

The proceeds shall be utilised by the


Issuer for the following purposes, which
shall at all times be Shariah-compliant:

13

capital expenditure,
applicable

where

(ii)

(1)

to
provide
Shariah-compliant
financing to 1MDB RE for the
purpose of paragraph (ii) below;
and/or

(2)

to prefund the fees and expenses


of
the
Sukuk
Murabahah
Programme, the Minimum FSRA
Balance (as defined in item (2)(n))
during the period when the
Relocation Project is being carried
out and the Account (as defined in
item (2)(y)(vii)).

1MDB RE shall utilise the Shariahcompliant financing received by it from


the Issuer for the following purposes,
which shall at all times be Shariahcompliant:
(1)

to part finance the cost of


construction of the replacement
facilities at the relocation sites and
the cost of relocation of the
existing Occupants (as defined
below) from the Kuala Lumpur Air
Base, Sungai Besi (Sungai Besi
Land) to the relocation sites
(Relocation Project); and/or

(2)

to fund its working capital


requirements which are Shariahcompliant.

Notes:
1.

In the event the amount allocated for the


purposes set out in paragraph (i)(1)
above is not utilised fully for such
purposes, the unutilised portion may be
used for the purpose set out in paragraph
(i)(2) above and vice versa.

2.

In the event the amount allocated for the


purposes set out in paragraph (ii)(1)
above is not utilised fully for such
purposes, the unutilised portion may be

14

used for the purpose set out in paragraph


(ii)(2) above and vice versa.
The term Occupants refers to the Royal
Malaysian Air Force, Royal Malaysian
Police Air Unit and the Malaysian Army.

3.

(n)

Sinking fund and designated :


accounts, where applicable

There is no sinking fund. However, designated


accounts are to be opened, namely the
Disbursement Account, the FSRA, the Proceeds
Account and the Sale Proceeds Account.

Disbursement Account
The Issuer shall open and maintain the Shariahcompliant Disbursement Account with AmIslamic
Bank Berhad and ensure that all proceeds from
the issuance of the Sukuk Murabahah (save for
such amounts equivalent to the Minimum FSRA
Balance to be deposited into the FSRA and such
amounts to be deposited into the Account) are
deposited therein.
The Disbursement Account shall be operated
solely by the Security Agent.
The Issuer may utilise and withdraw from the
Disbursement Account the proceeds from the
issuance of the Sukuk Murabahah as follows:(i)

in relation to the proceeds from the first


issuance of the Sukuk Murabahah,
withdrawal shall be made subject to the
receipt by the Security Agent of a request
from the Issuer to withdraw such amounts
as may be necessary and confirming that
such amounts are to be utilised for the
purposes set out in item (2)(m); and

(ii)

in relation to the proceeds from any


subsequent issuance of the Sukuk
Murabahah (other than the first issuance),
the Security Agent shall release such
proceeds progressively subject to the
receipt by the Security Agent of (a) a
request from the Issuer to withdraw such

15

amounts as may be necessary and


confirming that such amounts are to be
utilised for the purposes set out in item
(2)(m); and (b) a progress report issued
by an independent contract adviser
appointed by 1MDB and acceptable to all
the Sukukholders. The requirement for (b)
may be waived at the sole discretion of
the relevant Sukukholders subscribing for
the relevant issuance of the Sukuk
Murabahah.

FSRA
The Issuer shall open and maintain the Shariahcompliant Disbursement Account with AmIslamic
Bank Berhad. On the first issue date of the Sukuk
Murabahah under the Sukuk Murabahah
Programme, an initial deposit equivalent to the
Minimum FSRA Balance will be made by the
Issuer into the FSRA from the proceeds of the
first issuance of the Sukuk Murabahah.
The Issuer shall ensure that a minimum balance
equivalent to the next six (6) months Profit
Payments of the aggregate outstanding Sukuk
Murabahah (Minimum FSRA Balance) is
maintained at all times.
The Issuer may utilise the balance in the FSRA
to meet its profit payment obligations. In the
event that the Issuer utilises the balance in the
FSRA, the Issuer shall top up the FSRA within
thirty (30) days of such utilisation to comply with
the Minimum FSRA Balance.
The FSRA shall be operated solely by the
Security Agent.
Proceeds Account
The Issuer shall open and maintain the Shariahcompliant Proceeds Account with AmIslamic
Bank Berhad and ensure that all amounts
received by the Issuer pursuant to any
insurance/Takaful claim, any dividends received

16

by the Issuer and any amounts received by the


Issuer from 1MDB pursuant to the Letter of
Undertaking are deposited therein.
The Proceeds Account shall be operated solely
by the Security Agent.
The Issuer may utilise the amounts for its general
working capital purposes in the Proceeds
Account subject to the following conditions being
met:
(i)

the Security Cover is at least 1.67 times;

(ii)

no Event of Default has occurred or will


occur as a result thereof; and

(iii)

no outstanding payment is due and


payable under the Sukuk Murabahah.

Sale Proceeds Account


The Issuer shall open and maintain the Shariahcompliant Sale Proceeds Account with AmIslamic
Bank Berhad and ensure that all proceeds from
the sale of any part of the Sungai Besi Land
(Sale Proceeds) are deposited therein.
The Sale Proceeds Account shall be operated
solely by the Security Agent.
The Issuer may withdraw and utilise up to sixty
per cent (60%) of the Sale Proceeds for any
purpose the Issuer deems fit subject to the
following conditions being met:
(i)

the Security Cover is at least 1.67 times;

(ii)

no Event of Default has occurred or will


occur as a result thereof; and

(iii)

no outstanding payment is due and


payable under the Sukuk Murabahah.

Any utilisation of the balance forty per cent (40%)


of the Sale Proceeds shall require the consent
from all the Sukukholders and shall only be

17

utilised for purposes of the redevelopment of the


Sungai Besi Land (Bandar Malaysia Project)
as stated in the Relocation Agreement entered
between 1MDB and the Government of Malaysia
(GOM).

(o)

(p)

Rating

Credit ratings assigned :


and whether the rating is
final or indicative. In the
case
of
a
sukuk
programme where the
credit
rating
is
not
assigned for the full
amount, disclosures set
out in paragraph 9.04 of
the Guidelines on Sukuk
must be made; and

Name of credit rating


agencies

Mode of issue

The Sukuk Murabahah will not be rated. The


provisions relating to non-rated issuance under
section 9.11(d) of the Guidelines on Sukuk shall
be complied with.

Not applicable.

Private placement.
Issuance of the Sukuk Murabahah under the
Sukuk Murabahah Programme shall be in
accordance with (1) the Participation and
Operation Rules for Payments and Securities
Services issued by Malaysian Electronic
Clearing Corporation Sdn Bhd (MyClear or its
successors-in-title or successor in such capacity)
(MyClear Rules as may be amended and/or
substituted from time to time) and (2) the
Operational Procedures for Securities Services
issued by MyClear (MyClear Procedures as
may be amended and/or substituted from time to
time), (collectively, MyClear Rules and
Procedures);
and
(3)
any
other
procedures/guidelines/rules issued by the
relevant authorities from time to time (as the
same may be amended and/or substituted from
time to time).

(q)

Selling restriction, including :


tradability
i.e.
whether

Upon Issuance

18

tradable or non-tradable

The Sukuk Murabahah may not be offered, sold,


transferred or otherwise disposed, directly or
indirectly, nor may any document or other
material in connection therewith be distributed to
a person to whom an offer or invitation to
subscribe the Sukuk Murabahah and to whom
the Sukuk Murabahah are issued except to
persons falling within the relevant category of
persons specified in Section 4(6) of the
Companies Act, 1965 as amended from time to
time, and to persons who fall within (i) Schedule
6 or Section 229(1)(b); or (ii) Schedule 7 or
Section 230 (1)(b) read together with Schedule 9
or Section 257(3) of the Capital Markets and
Services Act, 2007, as amended from time to
time (CMSA) and which does not constitute an
offer to the public within the meaning of Section
4(6) of the Companies Act, 1965, as amended
from time to time.
After Issuance
Thereafter, the Sukuk Murabahah will not be
tradeable and transferable in the secondary
market.

(r)

Listing status and types of :


listing, where applicable

The Sukuk Murabahah will not be listed on Bursa


Malaysia Securities Berhad or on any other stock
exchanges.

(s)

Other regulatory approvals :


required in relation to the
issue, offer or invitation to
subscribe or purchase sukuk,
and whether or not obtained

None.

(t)

Conditions
precedent

The issuance of the Sukuk Murabahah shall be


subject to the following conditions:-

1.

satisfactory completion of the due


diligence exercise, in the form and
substance acceptable to the Lead
Arranger;

2.

the procurement of
the Shariah
Pronouncement
evidencing
the
confirmation of the Shariah Adviser that

19

the structure, principal terms and


conditions
and
the
Transaction
Documents (as defined in item (2)(t)(5)) of
the proposed Sukuk Murabahah are in
compliance with Shariah;

3.

the written authorisation of the SC to the


issue of the Sukuk Murabahah and
evidence that the conditions thereto have
been fulfilled (insofar as they need to be
fulfilled prior to the issuance of an issue
request);

4.

the Transaction Documents and any other


necessary documents shall have been
duly completed and executed by the
parties thereto and endorsed as
exempted from stamp duty and presented
for registration with the relevant registries,
as the case may be;

5.

a certificate signed by two (2) Directors


and the company secretary of the Issuer
and each Third Party Security Provider in
form and substance satisfactory to the
Lead Arranger and two (2) certified true
copies of its respective (i) Forms 24, 44
and 49, memorandum and articles of
association and a list of authorised
signatories
and
their
specimen
signatures, and (ii) board resolution
authorising the issuance of the Sukuk
Murabahah and the execution of the
relevant documents in relation to the
Sukuk Murabahah transaction (the
Sukuk
Murabahah
Transaction
Documents), including the security
documents
(Sukuk
Murabahah
Security Documents) (collectively, the
Transaction Documents);

6.

a copy of the search made with the


Companies Commission of Malaysia on
the Issuer and each Third Party Security
Provider;

20

7.

a copy of the search made with the


Insolvency Department of Malaysia and at
the time of such search, it is revealed that
the Issuer and each Third Party Security
Provider have not been wound-up;

8.

the execution and delivery of the notices


of assignment, consents and/or the
acknowledgements thereof (as the case
may be) in or substantially in the forms
set out in the relevant Sukuk Murabahah
Security Documents;

9.

a written confirmation from the Solicitors


addressed to the Principal Adviser/Lead
Arranger that the relevant forms 34 in
respect of the relevant Sukuk Murabahah
Security Documents have been lodged
with the Companies Commission of
Malaysia for registration pursuant to
Section 108 of the Companies Act, 1965,
and that a search made by the Solicitors
at the time of such lodgement revealed
that no charge or encumbrance has been
registered
with
the
Companies
Commission of Malaysia prior to such
lodgement (other than charges filed
pursuant to the Sukuk Murabahah
Security Documents);

10.

a written confirmation from the Solicitors


addressed to the Lead Arranger that the
powers of attorney contained in the
relevant Sukuk Murabahah Security
Documents have been presented for
registration with the High Court of Malaya;

11.

evidence that each of the Disbursement


Account, the FSRA, the Proceeds
Account and the Sale Proceeds Account
has been opened by the Issuer;

12.

evidence that all transaction fees, costs


and expenses have been paid in full by
the Issuer or that arrangements have
been made for the payment of the same

21

out of the issue proceeds of the Sukuk


Murabahah;
13.

receipt of a formal valuation report on the


Sungai Besi Land by CH Williams Talhar
& Wong;

14.

receipt of a certified true copy of the


irrevocable letter of instruction from the
Issuer to 1MDB to pay all amounts
payable by 1MDB pursuant to the Letter
of Undertaking directly into the Proceeds
Account;

15.

a legal opinion from a firm of solicitors


acceptable to the Lead Arranger on the
legality, validity and enforceability of the
Development Agreements;

16.

a legal opinion from the Solicitors


addressed to the Principal Adviser/Lead
Arranger and the end investor(s) as to the
legality, validity and enforceability of the
Transaction Documents;

17.

a confirmation by the Solicitors to the


Principal Adviser/Lead Arranger that all
conditions precedent set out herein have
been fulfilled;

18.

receipt by the end investor(s) of:(i)

a certified true copy of the due


diligence report; and

(ii)

a copy of the Development


Agreements and the following
relevant agreements:
(a)

22

Sendayan
Sale
and
Purchase
Agreement
dated 15 June 2011
between Menteri Besar
Negeri
Sembilan
and
1MDB;

19.

(b)

Relocation
Agreement
dated 15 June 2011
between GOM and 1MDB
(RA);

(c)

Supplemental Agreement
to the RA dated 15
February 2012 between
GOM and 1MDB; and

(d)

2nd
Supplemental
Agreement to the RA
dated 16 August 2012
between GOM and 1MDB;
and

such other conditions precedent as may


be advised by the Solicitors and agreed
by the Issuer.

Notwithstanding the above, the issuance of the


Sukuk Murabahah shall be subject to the
conditions for each issuance, as may be advised
by the Solicitors from time to time and agreed by
the Issuer.
Conditions Subsequent
The following conditions shall be fulfilled prior to
the second issue of the Sukuk Murabahah:
1.

within nine (9) months from the first issue


date of the Sukuk Murabahah, the Sungai
Besi Land shall be transferred from
1MDB RE to the Issuer;

2.

within nine (9) months from the first issue


date of the Sukuk Murabahah, 1MDB
shall obtain consent from the GOM:

23

(a)

for 1MDB or 1MDB RE, as the


case may be, to assign the
Development
Agreements
in
favour of the Security Agent; and

(b)

for the GOM to acknowledge the


notice of assignment to be issued

by 1MDB or 1MDB RE, as the


case may be, in respect of the
assignment of the Development
Agreements in favour of the
Security Agent;

(u)

Representations
warranties

and :

3.

within one (1) month from the consent


from the GOM referred to above, 1MDB
or 1MDB RE, as the case may be, shall
enter into the assignment and charge
over the Development Agreements;

4.

such other conditions subsequent as may


be advised by the Solicitors and agreed
by the Issuer.

Including, but not limited to the following:


1.

each of the Issuer and the Third Party


Security Providers is a company with
limited liability duly incorporated and validly
existing under the laws of Malaysia, has full
power to carry on its business and to own
its property and assets, and has full
beneficial ownership of all its property and
assets;

2.

the respective memoranda and articles of


association of the Issuer and the Third
Party Security Providers incorporate
provisions which authorise, and all
necessary corporate and other relevant
actions have been taken to authorise, and
all relevant consents and approvals of any
administrative, governmental or other
authority or body in Malaysia have been
duly obtained and are in full force and
effect which are required to authorise the
Issuer and the Third Party Security
Providers to execute and deliver and
perform the transactions contemplated in
the Transaction Documents to which they
are a party in accordance with their terms;

24

3.

all necessary actions, authorisations and


consents required under the Transaction
Documents by the Issuer and each Third
Party Security Provider have been taken,
fulfilled and obtained and remain in full
force and effect;

4.

neither the execution and delivery of any of


the Transaction Documents nor the
performance of any of the transactions
contemplated
by
the
Transaction
Documents did or does as at the date this
representation and warranty is made or
repeated (a) contravene or constitute a
default under any provision contained in
any agreement, instrument, law, ordinance,
decree, judgment, order, rule, regulation,
licence, permit or consent by which the
Issuer and the Third Party Security
Providers or any of their assets is bound or
which is applicable to the Issuer and each
Third Party Security Provider or any of their
respective assets, (b) cause any limitation
on the Issuer and the Third Party Security
Providers or the powers of their respective
directors, whether imposed by or contained
in their respective memorandum and
articles of association or in any agreement,
instrument, law, ordinance, decree, order,
rule, regulation, judgment or otherwise, to
be exceeded, or (c) cause the creation or
imposition of any security interest or
restriction of any nature on the Issuers and
each Third Party Security Providers assets
other than those covered under the
Transaction Documents;

5.

the Transaction Documents are or will


when executed be in full force and effect
and constitute valid, binding and
enforceable obligations each of the Issuer
and the Third Party Security Providers who
is a party thereto in accordance with their
terms;

6.

no Event of Default has occurred and there


is no encumbrance on the assets of the

25

Issuer and the Third Party Security


Providers except as permitted under the
Transaction Documents and the existing
leases over the Sungai Besi Land;
7.

none of the Issuer and the Third Party


Security Providers nor any of their assets
are entitled to immunity from execution,
attachment or legal process;

8.

the Issuer and the Third Party Security


Providers are in compliance and will
comply with any applicable laws and
regulations;

9.

there is no litigation or arbitration that will


materially and adversely affect the ability of
the Issuer and the Third Party Security
Providers to perform their respective
obligations
under
the
Transaction
Documents to which they are a party;

10.

each of the Issuers and the Third Party


Security Providers audited financial
statements will be and are prepared in
accordance with generally accepted
accounting principles in Malaysia (GAAP)
and fairly represent its financial position as
at the date of the financial statements;

11.

in
relation
to
the
Development
Agreements, save as disclosed in writing
to the Sukuk Trustee prior to the
execution of the Transaction Documents:

26

(a)

no event or circumstance has


occurred that would entitle any
project counterparty to avoid or
reduce its liability under any of the
Development Agreements;

(b)

no event that would constitute a


contravention of or default under
the Development Agreements has
occurred and no steps have been
taken by any party to terminate,
suspend, cancel, revoke or amend

any term of the Development


Agreements,
and
the
Development Agreements are
valid and subsisting;

(v)

Events of default, dissolution :


event and enforcement event,
where applicable

12.

PPHM, an entity established by Lembaga


Tabung Angkatan Tentera pursuant to
Section 23 of the Tabung Angkatan
Tentera Act 1973, has been appointed as
the turnkey contractor in relation to the
Relocation Project;

13.

other representations and warranties by


the Issuer and each Third Party Security
Provider typical and customary for similar
financings at the recommendation of the
Solicitors and agreed by the Issuer/the
Third Party Security Providers.

Events of Default are as follows:1.

failure to redeem the Sukuk Murabahah


and/or pay any amount due under any of
the Transaction Documents on the
relevant due dates, and such failure to
redeem and/or pay is not remedied within
seven (7) Business Days;

2.

where a winding-up order has been made


against the Issuer or any Third Party
Security Provider, or a resolution to windup the Issuer or any Third Party Security
Provider has been passed, or a petition
for winding-up the Issuer or any Third
Party Security Provider has been
presented, and such petition has not been
discharged, dismissed or struck out within
forty-five (45) days of the presentation
thereof;

3.

where the Issuer or any Third Party


Security Provider convenes a meeting of
its creditors or proposes or makes any
arrangement or composition with, or any
assignment for the benefit of, its creditors
under Section 176 of the Companies Act,
1965;

27

4.

where
an
encumbrancer
takes
possession of, or a trustee, liquidator,
receiver or similar officer is appointed in
respect of, all or any part of the business
or assets of the Issuer or any Third Party
Security Provider and is not paid out,
withdrawn or discharged within forty-five
(45) days of such appointment;

5.

where the Issuer or any Third Party


Security Provider fails to observe or
perform any of its obligations (other than
the non-payment obligations referred to in
paragraph 1), terms and conditions or
provisions
under
the
Transaction
Documents or any other related
documents or under any undertaking
arrangement entered into in connection
herewith, and if capable of remedy, has
not been remedied within thirty (30) days
upon the Issuer or such Third Party
Security Provider being aware of the same
or after receipt by the Issuer of a written
notice from the Sukuk Trustee to do so;

6.

where any other indebtedness of the


Issuer or any Third Party Security Provider
becomes due and payable prior to its
stated maturity or where the security
created for any other indebtedness
becomes enforceable, and if disputed by
the Issuer or such Third Party Security
Provider, such dispute has not been
resolved within forty-five (45) days. No
Event of Default will occur if the
aggregate amount of the indebtedness
above is less than Ringgit One Hundred
and Fifty Million (RM150,000,000.00);

7.

where there is a revocation, withholding


or modification of a licence, authorisation
or approval that materially and adversely
affects the Issuers or any Third Party
Security Providers ability to comply with
the terms and conditions or the provisions
of the Transaction Documents or any
other related documents;

28

8.

save and except for the Development


Agreements in items 2(l)(e)(iii) and (iv)
above where the respective value of each
of these Development Agreements is less
than RM150,000.00, termination of any of
the Development Agreements;

9.

any representation or warranty by the


Issuer or any Third Party Security Provider
under the Transaction Documents that
proves to have been untrue in any
material respect, and the circumstances
which led to such misrepresentation, if
capable of being remedied, are not
remedied within thirty (30) days upon the
Issuer or such Third Party Security
Provider being aware of the same, or after
receipt by the Issuer or such Third Party
Security Provider of a written notice from
the Sukuk Trustee to do so;

10.

material adverse change in the financial


condition of the Issuer or any Third Party
Security Provider which is reasonably
likely to have a material adverse effect on
its ability to comply with its obligations
under Transaction Documents;

11.

the Issuer or any Third Party Security


Provider
repudiates
any
of
the
Transaction Documents or the Issuer or
any Third Party Security Provider does or
causes to be done any act or thing
evidencing an intention to repudiate any
of the Transaction Documents;

12.

subject to paragraph (8) above, failure to


achieve completion of the Relocation
Project in the manner outlined in the
respective Development Agreements or if
any extension of completion granted falls
on a date which is less than twelve (12)
months prior to the maturity date of the
Sukuk Murabahah and/or the occurrence
of an event of default under any of the
Development Agreements which is not

29

remedied in accordance with the relevant


Development Agreement and thereby
giving the non-defaulting party the right to
terminate such Development Agreement;
and
13.

any other such Events of Default as may


be advised by the Solicitors which shall
include those required in order to comply
with the SCs Trust Deeds Guidelines
(revised on 12 July 2011 and effective 12
August 2011) and agreed by the Issuer.

Upon the occurrence of an Event of Default, the


Sukuk Trustee may, and shall if directed to do so
by a special resolution of the Sukukholders
(subject to its rights to be indemnified to its
satisfaction against all costs and expenses
thereby occasioned), declare (by giving notice to
the Issuer) that an Event of Default has occurred
and all accrued and unpaid Deferred Sale Price
in respect of all the outstanding Sukuk
Murabahah is immediately due and payable.
(w)

Covenants
(i)

Positive Covenants

:
:

The Issuer shall comply with the following


positive covenants:1.

deliver to the Sukuk Trustee a copy of (a)


the annual audited financial statements of
the Issuer within 180 days from the end
of the relevant financial year and (b) the
unaudited
semi-annual
financial
statements of the Issuer within 90 days
from the end of the relevant semi-annual
period, prepared in accordance with
Malaysian
GAAP
and
including
compliance certificates signed by an
authorised
signatory
evidencing
compliance with the covenants imposed
herein and details of calculation thereof;

2.

deliver to the Sukuk Trustee a copy of the


quarterly statement of the FSRA;

30

3.

carry on and operate its business and


affairs with due diligence, in proper and
efficient manner which should ensure,
amongst others, that all necessary
approvals or relevant licences (the failure
to obtain of which would materially and
adversely affect the Issuers ability to
perform its obligations under the
Transaction Documents) are obtained
and/or being obtained;

4.

comply with all provisions of the


Transaction Documents to which it is a
party;

5.

maintain all insurance/Takaful necessary


for its business in accordance with
common
industry
practice
(where
applicable);

6.

comply with its obligations under the


Central Securities Depository and Paying
Agency Rules issued by MyClear and,
without prejudice to the generality of the
foregoing, at all times maintain a Paying
Agent with a specified office in Malaysia;

7.

comply with the provisions of the CMSA,


the Guidelines on Sukuk and all relevant
laws and regulations with regards to the
Sukuk Murabahah;

8.

procure that the Paying Agent shall notify


the Sukuk Trustee in the event that the
Paying Agent does not receive payment
from the Issuer on the due dates as
required under the Trust Deed and the
terms and conditions of the Sukuk
Murabahah;

9.

give to the Sukuk Trustee such


information as it may require in order to
discharge its duties and obligations as
Sukuk Trustee under the Trust Deed
relating to the Issuers affairs to the
extent permitted by law;

31

10.

keep proper books and accounts at all


times and to provide the Sukuk Trustee
and any person appointed by the Sukuk
Trustee (e.g. auditors) access to such
books and accounts to the extent
permitted by law;

11.

deliver on a quarterly basis to the Sukuk


Trustee progress report(s) on the
Relocation Project in form and substance
satisfactory to the Sukukholders;

12.

remain a wholly-owned subsidiary of


1MDB RE;

13

submit an update of the valuation by a


panel valuer of the Issuer on the Sungai
Besi Land once every 2 years;

14.

any other positive covenants as may be


advised by the Solicitors which shall
include those required in order to comply
with the SCs Trust Deeds Guidelines
(revised on 12 July 2011 and effective 12
August 2011) and agreed by the Issuer.

1MDB RE shall comply with the following positive


covenants:1.

deliver to the Sukuk Trustee a copy of (a)


its annual audited financial statements
within 180 days from the end of the
relevant financial year and (b) its
unaudited
semi-annual
financial
statements within 90 days from the end of
the
relevant
semi-annual
period,
prepared in accordance with Malaysian
GAAP
and
including
compliance
certificates signed by an authorised
signatory evidencing compliance with the
covenants imposed herein and details of
calculation thereof;

2.

carry on and operate its business and


affairs with due diligence, in proper and
efficient manner which should ensure,
amongst others, that all necessary

32

approvals or relevant licences (the failure


to obtain of which would materially and
adversely affect 1MDB REs ability to
perform its obligations under the
Transaction Documents) are obtained
and/or being obtained;
3.

comply with all provisions of the


Transaction Documents to which it is a
party;

4.

maintain all insurance/Takaful necessary


for its business in accordance with
common
industry
practice
(where
applicable);

5.

remain a wholly-owned subsidiary of


1MDB;

6.

where applicable, perform all its


obligations under the Development
Agreements and will immediately notify
the Sukuk Trustee of any breach or
default
under
the
Development
Agreements and ensure that all consents,
approvals,
licences
and
other
authorisations required to ensure the
validity and enforceability of the
Development Agreements are obtained
and kept in full force and effect;

7.

any other positive covenants as may be


advised by the Solicitors and agreed to
by 1MDB RE.

1MDB shall comply with the following positive


covenants:1.

deliver to the Sukuk Trustee a copy of (a)


its annual audited financial statements
within 180 days from the end of the
relevant financial year and (b) its
unaudited
semi-annual
financial
statements within 90 days from the end of
the
relevant
semi-annual
period,
prepared in accordance with Malaysian
GAAP
and
including
compliance

33

certificates signed by an authorised


signatory evidencing compliance with the
covenants imposed herein and details of
calculation thereof;
2.

carry on and operate its business and


affairs with due diligence, in proper and
efficient manner which should ensure,
amongst others, that all necessary
approvals or relevant licences (the failure
to obtain of which would materially and
adversely affect 1MDBs ability to perform
its obligations under the Transaction
Documents) are obtained and/or being
obtained;

3.

comply with all provisions of the


Transaction Documents to which it is a
party;
maintain all insurance/Takaful necessary
for its business in accordance with
common
industry
practice
(where
applicable);

4.

(ii)

Negative Covenants

5.

perform all its obligations under the


Development Agreements and will
immediately notify the Sukuk Trustee of
any breach or default under the
Development Agreements and ensure
that all consents, approvals, licences and
other authorisations required to ensure
the validity and enforceability of the
Development Agreements are obtained
and kept in full force and effect;

6.

remain a wholly-owned subsidiary of the


Minister of Finance (Incorporated);

7.

any other positive covenants as may be


advised by the Solicitors and agreed to
by 1MDB.

The Issuer shall not without the prior written


consent of the Sukuk Trustee, do the following:
1.

amend its memorandum and articles of


association, save for amendments

34

required by law, regulation and for


increase in share capital;
2.

undertake any business other than the


concession for the Relocation Project, the
development of the Bandar Malaysia
Project and Shariah-compliant general
corporate investments;

3.

enter
into
any
amalgamation,
consolidation, merger or reconstruction
which is reasonably likely to materially
and adversely affect its ability to perform
its obligations under the Transaction
Documents, or enter into any dissolution
or winding-up of itself;

4.

assign its rights or transfer its obligations


under the Transaction Documents;

5.

do or suffer to be done any act, matter or


thing whereby any insurance/Takaful may
be rendered void, voidable or incapable
of being effected, maintained or renewed;

6.

reduce its authorised and issued paid-up


capital;

7.

grant any loans, advances, guarantees,


indemnities or similar assurances against
financial loss in respect of any
indebtedness of any affiliate or third
party, other than in the normal course of
business;

8.

upon the issuance of the Sukuk


Murabahah, incur, assume or guarantee
any further financial indebtedness save
for financing raised for the purposes of
refinancing the Sukuk Murabahah and
save and except for shareholders
advances which are subordinated to the
Sukuk Murabahah, provided that in
respect of any shareholders advances
obtained by the Issuer for purposes of
creating or topping-up the Security Cover
to at least 1.67 times, such shareholders

35

advances may be repaid if the Security


Cover is more than 1.67 times;
9.

create or permit to subsist any


encumbrances on or over the Sungai
Besi Land in favour of any other third
party, save for the registered lease in
favour
of
the
Federal
Lands
Commissioner and Tenaga Nasional
Berhad;

10.

dispose of any part of the Sungai Besi


Land which shall cause the Security
Cover to fall below 1.67 times;

11.

enter into a transaction, whether directly


or indirectly with interested persons
unless
(i)

(ii)

such transaction shall be on terms


that are no less favourable to the
issuer than those which could
have been obtained in a
comparable
transaction
from
persons who are not interested
persons; and
with respect to transactions
involving an aggregate payment or
value equal to or greater than
RM240,000,000.00 the issuer
obtains certification from an
independent adviser that the
transaction is carried out on fair
and reasonable terms; provided

that the issuer certifies to the Sukuk


Trustee that the transaction complies
with paragraph (i), that the issuer has
received the certification referred to in
paragraph (ii) (where applicable) and
that the transaction has been approved
by the majority of the board of directors
or shareholders in a general meeting as
the case may require;

36

12.

use the proceeds of the Sukuk


Murabahah except for the purposes set
out herein or in the relevant Transaction
Documents;

13.

any other negative undertakings as may


be advised by the Solicitors which shall
include those required in order to comply
with the SCs Trust Deeds Guidelines
(revised on 12 July 2011 and effective 12
August 2011) and agreed by the Issuer.

1MDB RE shall not without the prior written


consent of the Sukuk Trustee, do the following:
1.

amend its memorandum and articles of


association, save for amendments
required by law, regulation and for
increase in share capital;

2.

enter
into
any
amalgamation,
consolidation, merger, reconstruction,
dissolution or winding-up of itself which
may materially affect its ability to perform
its obligation;

3.

assign its rights or transfer its obligations


under the Transaction Documents;

4.

do or suffer to be done any act, matter or


thing whereby any insurance/Takaful may
be rendered void, voidable or incapable
of being effected, maintained or renewed;

5.

reduce its authorized and issued paid-up


capital;

6.

create or permit to subsist any


encumbrances on or over the Sungai
Besi Land in favour of any other third
party, save for the registered lease in
favour
of
the
Federal
Lands
Commissioner and Tenaga Nasional
Berhad;

7.

dispose or cause to be disposed of any


part of the Sungai Besi Land which shall

37

cause the Security Cover to fall below


1.67 times;
8.

save as permitted hereunder, surrender,


transfer, assign, relinquish, dispose or
create any security interest over any of its
rights
and
interest
under
the
Development Agreements; and

9.

any other negative undertakings as may


be advised by the Solicitors and agreed
to by 1MDB RE.

1MDB shall not without the prior written consent


of the Sukuk Trustee, do the following:
1.

amend its memorandum and articles of


association, save for amendments
required by law, regulation and for
increase in share capital;
enter
into
any
amalgamation,
consolidation, merger, reconstruction,
dissolution or winding-up of itself which
may materially affect its ability to perform
its obligation;

2.

3.

assign its rights or transfer its obligations


under the Transaction Documents;

4.

do or suffer to be done any act, matter or


thing whereby any insurance/Takaful may
be rendered void, voidable or incapable
of being effected, maintained or renewed;

5.

reduce its authorized and issued paid-up


capital;

6.

save as permitted hereunder, surrender,


transfer, assign, relinquish, dispose or
create any security interest over any of its
rights and interest under the Development
Agreements;

7.

any other negative undertakings as may


be advised by the Solicitors and agreed
to by 1MDB.

38

(iii)

Financial Covenant

The Issuer shall maintain a Security Cover of at


least 1.67 times throughout the tenure of the
Sukuk Murabahah Programme.
Security Cover is the value of the Sungai Besi
Land to be developed and/or developed after the
Relocation Project which is held by the Issuer
against the amounts payable under all
outstanding Sukuk Murabahah.
In the event that the Security Cover is less than
1.67 times, the Issuer shall top-up the Proceeds
Account with such amounts as may be necessary
so as to ensure that the Security Cover is
maintained at 1.67 times.
If the Security Cover is more than 1.67 times, the
Issuer shall have the right to dispose part of the
Sungai Besi Land. Provided always that the
Security Cover of 1.67 times shall be maintained
after such disposal, no event of default has
occurred and is subsisting and no event of
default will occur as a result of such disposal.

(x)

Provisions on buy-back and :


early redemption of sukuk

Buy-back
The Sukuk Murabahah shall not be transferable
and tradable in the secondary market and as
such, the Issuer or any of its subsidiaries or
agent(s) of the Issuer may not purchase the
Sukuk Murabahah in the open market or by way
of private treaty.
Early Redemption
The Issuer shall be granted an early redemption
option that can be exercised on a Profit Payment
Date falling no earlier than sixty (60) months from
the date of issuance (Early Redemption Date)
to redeem, in part or in full, the relevant series of
the outstanding Sukuk Murabahah on the Early
Redemption Date at the Early Redemption Sum
(ERS) subject to the following conditions:(i)

a notice period of not less than twentyone (21) days and not more than sixty
(60) days to the Sukuk Trustee;

39

(ii)

any Early Redemption shall be made in


minimum amounts of RM10,000,000 and
in multiples of RM1,000,000; and

(iii)

any Early Redemption shall be on prorata basis among the Sukukholders.

For each series of the Sukuk Murabahah to be


redeemed, the ERS shall be calculated by the
Facility Agent based on the following formula and
the calculation of the Facility Agent shall be final
and binding:ERS =

Deferred Sale Price determined at the


Issue Date; less Profit Payments paid
up to Early Redemption Date; plus
Discounted Amount (if applicable);
less the Rebate (Ibra); plus Early
Redemption Premium
Early Redemption Premium means the higher
of :
(a)

the present value of the relevant series on


Early Redemption Date based on
reference Government Investment Issues
(GII) plus a spread to be mutually
agreed between the Issuer and all the
Sukukholders less the present value of
the series of the relevant Sukuk
Murabahah on Early Redemption Date
based on original yield to maturity; and

(b)

Zero.

Reference GII shall be the GII rates for the


tenure which is equal to the remaining tenure of
the series and shall be determined from:
(a)

the latest consolidated Government


Securities Rates (Islamic) published by
BNM daily, one (1) Business Day prior to
the date of issue of the notice of
redemption;

or, if that published rate is unavailable:

40

(b)

the arithmetic average of the mid-rates


quoted by any five (5) Principal Dealers
determined by the Facility Agent (being
dealers in securities as appointed by
BNM from time to time to bid at primary
issues of GII), one (1) Business Day prior
to the date of issue of the notice of
redemption. In the case where the rate for
a particular tenure is not available
directly, then such a rate shall be
extrapolated on a linear basis using the
available arithmetic average mid-rates,
provided that if the tenure of the series is
not an integer, the Reference GII shall be
the arithmetic mean of the rates of the
two (2) nearest tenures derived from (a)
or (b) above.

For the avoidance of doubt, the ERS cannot be


more than the Deferred Sale Price.
(y)

Other principal terms and :


conditions for the proposal
(i)

Form and
Denomination

Each series of Sukuk Murabahah shall be


represented by a global certificate to be
deposited with BNM, and is exchanged for
definitive bearer form only in certain limited
circumstances. The denomination of the Sukuk
Murabahah shall be RM100,000 or in multiples of
RM100,000 at the time of issuance.

(ii)

Issue Price

The Sukuk Murabahah are to be issued at a


premium, at par or at a discount at an issue price
to be determined prior to issuance and shall be
calculated
in accordance with
MyClear
Procedures issued by My Clear.

41

(iii)

Status

The Sukuk Murabahah shall constitute direct,


unconditional and secured obligations of the
Issuer and shall at all times rank pari passu,
without discrimination, preference or priority
amongst themselves and at least pari passu with
all other present and future unsecured and
unsubordinated obligations of the Issuer, subject
to those preferred by law and the Transaction
Documents.

(iv)

Compensation
(Tawidh)

In the event of any overdue payments of the


Deferred Sale Price under any series of the
Sukuk Murabahah, the Issuer shall pay the
Sukuk Trustee for the benefit of Sukukholders
compensation on such overdue amounts at the
rate and manner prescribed by the SCs Shariah
Advisory Council from time to time in accordance
with Shariah.
Any compensation referred to above which is
paid to the Sukukholders, can be treated and/or
utilised by the Sukukholders at their absolute
discretion in accordance with or determined by
their respective Shariah requirements, which may
include donation to any registered charitable
organization or for any charitable purposes

(v)

Taxation

All payments by the Issuer shall be made without


withholding or deductions for or on account of
any present or future tax, duty or charge of
whatsoever nature imposed or levied by or on
behalf of Malaysia or any other applicable
jurisdictions, or any authority thereof or therein
having power to tax, unless such withholding or
deduction is required by law. In the event of any
such withholding or deduction, the Issuer shall be
obliged to pay all such additional amounts to the
Sukukholders such that the Sukukholders receive
the amounts that they would have received had
no such withholding or deduction taken place.

42

(vi)

Incidental Expenses
and Legal Fees

All legal and professional fees, the cost of due


diligence exercises, stamp duties (where
applicable), taxes and any other out-of-pocket
expenses, incurred pursuant to the Sukuk
Murabahah Programme and for purposes of
preparation and submission of the application to
the SC shall be borne by the Issuer.

(vii)

Trustees
Reimbursement
Account

The Issuer shall set up a Trustees


Reimbursement Account for Sukukholders
Actions (Account) with a sum of RM30,000.00
(which shall be maintained at all times throughout
the tenure of the Sukuk Murabahah Programme)
from the proceeds received by the Issuer when
the Sukuk Murabahah are first issued. The
Account shall be operated by the Sukuk Trustee
and the money shall only be used strictly by the
Sukuk Trustee in carrying out its duties in relation
to the occurrence of an Event of Default which
are to be provided in the relevant Transaction
Documents.

(viii)

Rebate (Ibra')

A rebate, where applicable, shall be granted by


the Sukukholders. The Sukukholders in
subscribing to the Sukuk Murabahah hereby
consent to grant such rebate if the Sukuk
Murabahah is redeemed before maturity or upon
the declaration of an Event of Default.
The rebate (Ibra') shall be the aggregate periodic
Profit Payments due to the Sukukholders in
respect of (i) the period from (and including) the
date of full payment by the Issuer of all accrued
and unpaid Deferred Sale Price pursuant to the
declaration of any Event of Default, or (ii) the
period from (and including) the date of such
Sukuk Murabahah being redeemed before the
date of maturity up to (but excluding) the maturity
date.

(ix)

Permitted Investments

(a)

The Issuer shall be permitted from time to


time to utilise funds held in the designated
accounts to make Permitted Investments
which are Shariah-compliant, provided
that:
(i)

43

such funds utilised for Permitted

Investment shall be remitted to the


relevant designated accounts in a
timely manner to meet any
payment obligations of the Issuer
when due;
(ii)

(b)

44

such Permitted Investment are to


be dominated in Ringgit Malaysia

Permitted Investments shall include


Shariah-compliant investment products
approved by SAC of the SC and/or BNMs
Shariah Advisory Council. Permitted
Investments are as follows:
(i)

mudharabah, wadiah and other


Islamic deposits under Shariah
principles with licensed financial
institutions;

(ii)

Islamic
banker
acceptances,
Islamic bills, Islamic money
market instruments issued by
licensed financial institutions with
a short-term rating of P1 or
MARC-1 and a minimum longterm rating of AA3 or AA- orits
equivalent;

(iii)

Islamic money market funds which


are approved by the SC;

(iv)

Islamic
principal
guaranteed
structured investments approved
by BNM and issued by licensed
financial institutions with a shortterm rating of P1 or MARC-1 and
a minimum long-term rating of
AA3 or AA- or its equivalent or
their local or foreign equivalents;

(v)

Islamic treasury bills, Islamic


money market instruments, and
any other Islamic securities issued
by BNM or the Government of
Malaysia; and

(vi)

sukuk issued by corporations,


financial
institutions,
or
guaranteed by licensed financial
institutions with a short-term rating
of P1 or MARC-1 and a minimum
long-term rating of AA3 or AA- or
its equivalent.

The tenure of the Permitted Investments shall not


exceed twelve (12) months, and the amount shall
be credited to the respective accounts five (5)
days prior to the projected principal payment
and/or profit payment dates.
(x)

(xi)

Transaction
Documents

Governing Laws

The Transaction Documents shall include the


following:(i)

the Programme Agreement;

(ii)

the Trust Deed;

(iii)

the Service Agency Agreement;

(iv)

the Facility Agency Agreement;

(v)

the Commodity
Agreement;

(vi)

the Purchase Order;

(vii)

the CTP Purchase Agreement;

(viii)

the Sale and Purchase Agreement;

(ix)

the CTP Sale Agreement;

(x)

the
Sukuk
Documents;

(xi)

the Subscription Agreement; and

(xii)

such other agreements as may be


advised by the Solicitors.

Laws of Malaysia.

45

Murabahah

Murabahah

Master

Security

(xii)

Jurisdiction

The Issuer shall unconditionally and irrevocably


submit to the non-exclusive jurisdiction of the
courts of Malaysia.

(xiii)

Other Conditions

The Sukuk Murabahah Programme shall at all


times be governed by the guidelines issued and
to be issued from time to time by the SC, BNM
and/or MyClear.

46

Appendix
Transaction Structure for the Sukuk Murabahah

47

Steps

Description

The Sukuk Trustee on behalf of the holders of the Sukuk Murabahah


(Sukukholders) and Bandar Malaysia Sdn Bhd (BMSB) shall enter into a Service
Agency Agreement, pursuant to which BMSB (in such capacity, the Purchase
Agent) is appointed as the agent of the Sukukholders for the purchase and sale of
Shariah-compliant commodities (Commodities).
The Purchase Agent will then enter into a Facility Agency Agreement to appoint the
Facility Agent as the sub-purchase agent (in such capacity, the Sub-Purchase
Agent) for the purchase and sale of Commodities under the Sukuk Murabahah
Programme.

Pursuant to a Commodities Murabahah Master Agreement, BMSB (in such capacity,


the Purchaser) issues a purchase order (the Purchase Order) to the Purchase
Agent, and subsequently thereafter, the Purchase Agent isues the Purchase Order to
the Sub-Purchase Agent. In the Purchase Order, the Purchaser will request the
Purchase Agent, and subsequently, the Purchase Agent will request the SubPurchase Agent to purchase the Commodities. The Purchaser will irrevocably
undertake to purchase the Commodities from the Sukukholders via the SubPurchase Agent at a Deferred Sale Price.

Based on the Purchase Order, the Sub-Purchase Agent (pursuant to the CTP
Purchase Agreement entered into between the Sub-Purchase Agent and the
Commodity Trading Participant (CTP)) will purchase on a spot basis the
Commodities from commodity vendor(s) in the Bursa Suq Al-Sila commodity market
(through a CTP) at a purchase price (Purchase Price) which shall be an amount
equivalent to the Sukuk Murabahah proceeds.

BMSB (acting as the Issuer) shall issue Sukuk Murabahah whereby the proceeds
shall be used to pay for the Purchase Price of the Commodities. The Sukuk
Murabahah shall evidence amongst others, the Sukukholders ownership of the
Commodities and subsequently once the Commodities are sold to the Purchaser, the
entitlement to receive the Deferred Sale Price.

Thereafter, pursuant to the undertaking under the Purchase Order, the SubPurchase Agent (acting on behalf of the Purchase Agent) shall sell the Commodities
to the Purchaser at the Deferred Sale Price under the Sale and Purchase Agreement
(Sale and Purchase Agreement).

Subsequently thereafter, BMSB (pursuant to the CTP Sale Agreement entered into
between BMSB (acting as Purchaser for itself) and the CTP) shall sell the
Commodities to Bursa Malaysia Islamic Services Sdn. Bhd. (through the CTP) on a
spot basis for an amount equal to the Purchase Price. The CTP Sale Agreement will
provide for the CTP to directly sell the Commodities into Bursa Malaysia Islamic
Services Sdn. Bhd. upon notice by the Sub-Purchase Agent that the Sale and
Purchase Agreement has been completed and executed.

During the tenure of the Sukuk Murabahah, BMSB (as part of its obligation to pay the
Deferred Sale Price) shall make periodic Profit Payments to the Sukukholders. Upon
maturity (unless earlier redeemed), or upon the declaration of an event of default,
BMSB shall pay all amounts outstanding in respect of the Deferred Sale Price
(subject to Rebate (Ibra), where applicable) of the relevant Sukuk Murabahah upon
which the relevant Sukuk Murabahah will be cancelled.

48

Você também pode gostar