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BACKGROUND INFORMATION
(a)
The Issuer
(i)
Name:
(ii)
Address:
(iii)
Business
number:
(iv)
(v)
Date of listing:
Not applicable
(vi)
(vii)
Principal activities:
registration 900528-T
of
Structure
of
shareholdings and names
of shareholders or, in the
case of a public company,
names of all substantial
shareholders:
(x)
Authorised issued
and paid-up capital:
Disclosure
following:
of
the
None.
Not applicable.
(b)
1MDB RE
(i)
Name:
(ii)
Address:
(iii)
Business
number:
(iv)
Date
and
place
incorporation:
(v)
Date of listing:
(vi)
(vii)
Principal activities:
Property development,
investment holding.
(viii)
Board of directors:
registration 888740-X
of 2 February 2010/ Malaysia
Not applicable
property
investment
and
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)
Disclosure
following:
of
the
2.
(a)
Principal adviser
(ii)
Lead arranger
AmInvestment Bank.
(iii)
Co-arranger
Not applicable.
(iv) Solicitor
Financial adviser
Not applicable.
Not applicable.
AmTrustee Berhad
(ix) Guarantor
Not applicable.
(x)
Not applicable.
Not applicable.
Not applicable.
BNM.
Not applicable.
Valuer
Not applicable.
Lead Manager
AmInvestment Bank
Security Agent
AmInvestment Bank
(b)
(c)
Facility description
2.
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.
5.
6.
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.
Identified assets
(e)
(g)
Tenure of issue/sukuk
programme
(h)
Profit/coupon/rental rate
(j)
Profit/coupon/rental payment
frequency
(k)
Profit/coupon/rental payment :
basis
Actual/365 days
(l)
Security/collateral,
applicable
where :
(a)
(b)
(c)
(d)
(e)
10
11
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(f)
(g)
(h)
12
(i)
(ii)
(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)
Details on utilisation of :
proceeds
by
issuer.
If
proceeds are to be utilised for
project or capital expenditure,
description of the project or
(i)
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)
(2)
Notes:
1.
2.
14
3.
(n)
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)
(ii)
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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
(ii)
(iii)
(ii)
(iii)
17
(o)
(p)
Rating
Mode of issue
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)
Upon Issuance
18
tradable or non-tradable
(r)
(s)
None.
(t)
Conditions
precedent
1.
2.
the procurement of
the Shariah
Pronouncement
evidencing
the
confirmation of the Shariah Adviser that
19
3.
4.
5.
6.
20
7.
8.
9.
10.
11.
12.
21
14.
15.
16.
17.
18.
(ii)
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
2.
23
(a)
(b)
(u)
Representations
warranties
and :
3.
4.
2.
24
3.
4.
5.
6.
25
8.
9.
10.
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)
(b)
(v)
12.
13.
2.
3.
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.
6.
7.
28
8.
9.
10.
11.
12.
29
Covenants
(i)
Positive Covenants
:
:
2.
30
3.
4.
5.
6.
7.
8.
9.
31
10.
11.
12.
13
14.
2.
32
4.
5.
6.
7.
33
3.
4.
(ii)
Negative Covenants
5.
6.
7.
34
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.
5.
6.
7.
8.
35
10.
11.
(ii)
36
12.
13.
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.
4.
5.
6.
7.
37
9.
2.
3.
4.
5.
6.
7.
38
(iii)
Financial Covenant
(x)
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)
(iii)
(b)
Zero.
40
(b)
Form and
Denomination
(ii)
Issue Price
41
(iii)
Status
(iv)
Compensation
(Tawidh)
(v)
Taxation
42
(vi)
Incidental Expenses
and Legal Fees
(vii)
Trustees
Reimbursement
Account
(viii)
Rebate (Ibra')
(ix)
Permitted Investments
(a)
43
(b)
44
(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)
(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)
(vi)
(xi)
Transaction
Documents
Governing Laws
(ii)
(iii)
(iv)
(v)
the Commodity
Agreement;
(vi)
(vii)
(viii)
(ix)
(x)
the
Sukuk
Documents;
(xi)
(xii)
Laws of Malaysia.
45
Murabahah
Murabahah
Master
Security
(xii)
Jurisdiction
(xiii)
Other Conditions
46
Appendix
Transaction Structure for the Sukuk Murabahah
47
Steps
Description
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