Escolar Documentos
Profissional Documentos
Cultura Documentos
Proposed Issue of, Offer for Subscription or Purchase of, or Invitation to Subscribe for
or Purchase of the Sukuk Musyarakah under the Sukuk Musyarakah MTN Programme
of up to RM140.0 Million.
1. BACKGROUND INFORMATION
(a) Issuer
Shareholder Shares %
DTP Enterprise Sdn Bhd 8,542,500 51
Konsortium Dewan Edar 6,700,000 40
(M) Sdn Bhd
Dato’ Azhar Hashim 1,507,500 9
(xvi) Others
Security Trustee Equity Trust
Musyarakah A joint venture between the Issuer and the
Partners Investors for investment in specific Syariah-
compliant activities/ businesses.
(b) Islamic principle used Musyarakah
1
Under the Contract, DBP’s grant of right to Dawama in relation to the printing and
distributing of school textbooks and other publications ("Textbooks") is conditional upon DBP
being granted the exclusive right to publish the Textbooks by the Ministry Of Education. As
such, if DBP has not been given the exclusive right to publish any particular Textbooks, the
printing and distributing of such Textbooks will not be passed on to Dawama. From Dawama’s
experience, Textbooks that DBP was not granted the exclusive right to publish were
Textbooks on some non-core subjects and Textbooks written in a language other than the
national language as they require different type-setting and editorial skills.
“Contract”).
In relation thereto, the Musyarakah Venture shall
be defined as the business venture entered into
between Dawama and the Investors which
involves the undertaking and execution of the
Contract by Dawama. Pursuant to the
Musyarakah agreement, Dawama will issue the
Sukuk Musyarakah which represents the
Investors’ undivided proportionate interest in the
Musyarakah Venture. The Sukukholders shall be
entitled to the proceeds of the Musyarakah
Venture.
This arrangement is effected via the financing
concept of Musyarakah whereby the Investors
shall provide the capital required of up to
RM140.0 million in cash and Dawama shall
contribute capital in the form of valuable assets
of up to RM15.55 million to the Musyarakah
Venture (“Dawama’s Assets”). Dawama’s
Assets for the purpose of the contribution in kind
to the Musyarakah Venture shall be identified
prior to the issuance of the relevant Sukuk
Musyarakah. The capital contribution from the
Investors will be utilized by the Musyarakah
Venture for purposes as detailed in clause 2(k) of
this term sheet.
Item Utilisation Up to
RM
Million
Item Utilisation Up to
RM
Million
1. Working capital requirements 35.0
in relation to the Contract
which are Syariah compliant
Total 35.0
(q) Listing status The Sukuk Musyarakah shall not be listed on the
Bursa Malaysia Securities Berhad or any other
stock exchange.
(r) Minimum level of First issuance:
subscription (RM or %) RM100.0 million for Senior Sukuk Musyarakah and
RM1.0 million for Junior Sukuk Musyarakah.
Subsequent issuance:
RM5.0 million for Senior Sukuk Musyarakah and
RM1.0 million for Junior Sukuk Musyarakah.
been met;
15.Confirmation that no Dissolution Event has
occurred or shall occur as a result of the
issuance of the Sukuk Musyarakah;
16. The Security Trustee shall have received
satisfactory evidence that the power of attorney
granted by the Issuer under the Security
Documents (save and except for the Security
Documents that are unable to be perfected due
to the Existing Security) have been lodged for
registration with the High Court of the States of
Malaya;
17.The Facility Agent shall have received evidence
that the Form 34 of the Companies Act 1965 in
respect of the Security Documents (save and
except for the Security Documents that are
unable to be perfected due to the Existing
Security) have been lodged with the
Companies Commission of Malaysia for
registration pursuant to Section 108 of the
Companies Act 1965;
18. All representations and warranties remain true
and correct; and
19. Such other terms and conditions as may be
advised by the Solicitors to be mutually agreed
by the Facility Agent and the Issuer.
The Facility Agent may waive any of the conditions
precedent in whole or in part at its discretion with
or without conditions without prejudice to its rights
to insist on compliance by the Issuer at any
subsequent date.
Conditions subsequent to initial Sukuk
Musyarakah issuance
Shall include but not limited to the following:
1. The perfection of the Charge over the
Designated Accounts and Assignment of
Contract once the Existing Security has been
discharged and reassigned back to the Issuer;
2. Receipt of the relevant notices of assignment
issued to the Awarder and the duly executed
acknowledgement of the notices of assignment
from such parties pursuant to the Assignment
of Contract;
3. Receipt of the relevant notices of charge
issued to the relevant financial institutions
where the Designated Accounts are being
maintained and the duly executed
acknowledgement of the notices of charge from
such financial institutions pursuant to the
Charge over the Designated Accounts.
Conditions Precedent to subsequent Sukuk
Musyarakah issuance
Shall include but not limited to the following:
1. The Issuer’s certification that all representations
and warranties and covenants under the
Transaction Documents remain true and
correct;
2. Confirmation that no Dissolution Event has
occurred or shall occur as a result of the
relevant issuance of the Sukuk Musyarakah;
3. All financial obligations due and payable under
the the Sukuk Musyarakah MTN Programme
are fully settled by the Issuer;
4. No material adverse change to the financial
conditions of the Issuer; and
5. Such other terms and conditions as may be
advised by the Solicitors to be mutually agreed
by the Facility Agent and the Issuer.
of the Issuer; or
l) Insolvency: The Issuer becomes insolvent or
is unable to pay its debts as they fall due, stops
or suspends payment of all or a material part of
its debts, begins negotiations or takes any
proceeding or other step with a view to
readjustment, rescheduling or deferral of all of
its borrowed money (or of any part of its
borrowings which it will or might otherwise be
unable to pay when due) or proposes to make
a general assignment or enter into an
arrangement or composition with or for the
benefit of its creditors or a moratorium is
agreed or declared in respect of or affecting all
or a part of the borrowed money of the Issuer;
or
m) Winding-Up:
(1) a winding up order has been made against
the Issuer; or
(2) a resolution to wind up the Issuer has been
passed; or
(3) any party takes any action or any legal
proceedings are started or other steps taken
for (aa) the Issuer to be adjudicated or found
insolvent, (bb) the winding-up, dissolution of
the Issuer either by an order of a Court of
competent jurisdiction or by way of voluntary
winding-up (cc) the appointment of a liquidator,
trustee, receiver or similar officer of the Issuer
over the whole or any part of the Issuer’s or
any of its respective undertaking(s),
concession, rights or revenues;
other than a winding-up or dissolution of the
Issuer for the purpose of a solvent
reorganisation, amalgamation or reconstruction
which does not in the opinion of the Trustee
have a material adverse effect; or
n) Section 176: a scheme of arrangement under
Section 176 of the Companies Act, 1965 has
been instituted against the Issuer (except for
the purpose of and followed by reconstruction,
amalgamation or reorganisation which does
not in the opinion of the Trustee have a
material adverse effect); or
Total RM120
million
B. Designated Accounts
The Issuer is required to establish and maintain
the following Syariah compliant Designated
Accounts with a licensed bank (or banks) in
Malaysia acceptable to the Lead Arranger/Facility
Agent and the Trustee:-
1. Disbursement Account;
2. Revenue Account;
3. Finance Service Reserve Account;
4. Finance Service Account; and
5. Sinking Fund Account
The Trustee shall be the sole signatory of all the
Designated Accounts.
1. Disbursement Account (“DA”)
The Issuer shall maintain a Syariah
compliant DA, wherein the DA shall capture
the proceeds from issuance of Sukuk
Musyarakah after the deductions of the
followings:-
(a) redemption of the outstanding principal
amount of existing Islamic CP/MTN
Programme;
(b) payment of redemption premium
payable to the noteholders of the
existing Islamic CP/MTN Programme;
and
(c) payment towards meeting the working
capital requirement of the Issuer.
Withdrawals from the DA shall be made
against supporting documents (where
applicable) acceptable to the Facility Agent
and the Trustee evidencing the utilisation of
proceeds.
Period Minimum
Required Balance
Period Minimum
Required Balance
repayment date
Two (2) months 90% of the next
before capital capital amount due
repayment date
D. Positive Covenants
During the tenure of the Sukuk Musyarakah MTN
Programme, the Issuer shall:
i) Comply with all provisions of the Transaction
Documents;
ii) Enter only into such activities as allowed under
its Memorandum and Articles of Association;
iii) Maintain a proper accounting system and keep
adequate records in compliance with
applicable statutory requirements and to
provide the Trustee and any person appointed
by it access to such records;
iv) Maintain a paying agent in Malaysia and to
procure that the paying agent shall notify the
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
Musyarakah MTN Programme;
v) Deliver to the Facility Agent and the Trustee
within one hundred eighty (180) days of the
end of each financial year its audited financial
statements; and within ninety (90) days of each
half year period its unaudited financial
statements for that period together with a
certificate signed by two (2) of its directors, to
the effect that such financial statements
present a true and fair view, and on an annual
basis certify that it has complied with its duties
and obligations under the Trust Deed and the
terms and conditions of the Sukuk Musyarakah
MTN Programme and that there did not exist or
had existed from the date of issue of the Sukuk
Musyarakah or the date of the previous
certification, as the case may be, any
dissolution event and if such is not the case, to
specify the same;
vi) As soon as practicable, deliver to the Trustee
and the Facility Agent a certified copy of each
new/supplementary contract entered into
subsequent to the Transaction Documents in
connection with the Sukuk Musyarakah MTN
Programme;
E. Negative Covenants
The Issuer shall not without the prior written
consent of the Trustee, (acting on behalf of or
upon the instructions of the Sukukholders):
i) Indebtedness: incur, assume or permit to
exist any indebtedness for borrowed monies,
contingent or direct, other than the following:-
a. the notes under the Islamic CP/MTN
Programme which will be redeemed from
the proceeds of the issuance of the Sukuk
Musyarakah;
b. the Sukuk Musyarakah issued or to be
issued under the Sukuk Musyarakah MTN
Programme;
c. trade line facilities of which shall be
secured by cash provided that the Debt:
Equity Ratio before and after the obtaining
or incurrence of such trade line facility is
less than 4 times; and
d. hire purchase and/or lease obligations
provided that the Debt: Equity Ratio before
and after the obtaining or incurrence of
such hire purchase facility and./or lease
obligations is less than 4 times.
ii) Negative Pledge: create or permit to subsist
any other security interests other than;
a. Existing Security which will be discharged
upon redemption of the notes issued under
the Islamic CP/MTN Programme from the
proceeds of the issuance of the Sukuk
G. Permitted Investments
The Trustee may from time to time utilise funds
held in the Designated Accounts to make
J. Availability Period
Upon completion of documentation and
compliance of all relevant conditions to the
satisfaction of the Lead Arranger, the issuance
under the Sukuk Musyarakah MTN Programme
shall be until the 5th anniversary from the first
issue date of the Sukuk Musyarakah (“Availability
Period”).
APPENDIX
4(a). Remittance of
income received
DBP
(Awarder)
Delivery of
4(b). Payment of Contract
Transaction commitment
Expenses Dawama
Designated (Obligor/Agent/
Accounts Issuer)
3(b). Investment Contract
1(b) Provide
5. Payment of capital in kind
Periodic 2. Issue Sukuk
Distributions Musyarakah
Musyarakah
Venture
Trustee
Sukukholders Services
(Investors) Trustee