TERM SHEET FOR THE ISSUANCE OF UP TO RM1,500.0 MILLION MURABAHAH COMMERCIAL PAPERS / MURABAHAH MEDIUM-TERM NOTES

Transcription

1 TENAGA NASIONAL BERHAD TERM SHEET FOR THE ISSUANCE OF UP TO RM1,500.0 MILLION MURABAHAH COMMERCIAL PAPERS / MURABAHAH MEDIUM-TERM NOTES Issuer : Tenaga Nasional Berhad ( TNB ). Lead Arranger : KAF Discounts Berhad ( KAF ) Arrangers : KAF Discounts Berhad ("KAF ) and Citibank Berhad ( Citibank ) Facility & Issuing Agent : KAF Syariah Adviser : Muamalah Financial Consulting Sdn Bhd Trustee / Security Trustee : Malaysian Trustee Berhad Authorised Depository Paying Agent Facility Amount & and : The Notes shall be deposited with KAF as Authorised Depository and a safe custody receipt shall be issued to the Noteholders. No physical delivery of the Notes shall be made. : A combination of Murabahah Commercial Papers ( MCP ) and Murabahah Medium-Term Notes ( MMTN ) Programme of RM1,500.0 million ( MCP/MMTN ). The MCP and MMTN shall be collectively referred to as Notes. Purpose : The proceeds of the MCP/MMTN Programme shall be utilized as follows: a) RM750.0 million to part finance TNB s capital expenditure relating to generation, transmission and distribution assets in FYE 31 August 2003; and b) RM750.0 million for working capital requirements principally for payments to Independent Power Producers (IPPs) and purchase of fuel. Between September to December 2002, RM100.0 million will be utilized for payment of capital expenditure and RM100.0 million will be utilized for working capital. The balance amount of the programme will be utilized in The details / breakdown on the capital expenditure relating to generation, transmission and distribution assets in FYE 31 August 2003 are as follows: Division 1

2 Allocation (RM Million) FY 2003 Generation 2, Transmission Distribution Support Services TOTAL 4, The proceeds from the proposed MCP/MMTN programme will be utilized for working capital as follows: a) RM525.0 million will be used for payments to IPPs. Names of the IPPs are as follows: i) YTL Power Generation Sdn Bhd; ii) Powertek Sdn Bhd; iii) PD Power Sdn Bhd; iv) Genting Sanyen Sdn Bhd; v) Segari Energy Ventures Sdn Bhd; vi) Pahlawan Power Sdn Bhd; vii) GB3 Sdn Bhd; and 2

3 Availability Programme of viii) Panglima Power Sdn Bhd. b) RM225.0 million will be used for the purchase of fuel. : Up to seven (7) years from the date of the MCP/MMTN Facility Agreement. Security : Nil. Identified Assets : Please refer to Schedule 2. Special Conditions : (i) Negative Pledge on the present and future assets of TNB save and except as disclosed in its letter dated 3 June 2002; TNB shall seek the consent of the noteholders (consent of which shall not be unreasonably withheld) prior to any sale or divestment (whether in whole or in part) of TNB s fixed assets exceeding the material threshold of five per cent (5%) of TNB s Net Tangible Asset, save and except for the disposal of core assets disclosed in its letter dated 3 June Conditions Precedent : The MCP/MMTN Programme shall be available for release subject to the usual standard conditions for disbursement, including but are not limited, to the following: (i) Receipt of a certified true copy of TNB s Memorandum and Articles of Association, Form 24, Form 49 and Board Resolution authorising: a) acceptance of the MCP/MMTN Programme; and b) officer(s) of TNB to execute the documents relating to this MCP/MMTN Programme together with his/their specimen signature(s). (iii) (iv) (v) Receipt of approval from Securities Commission ( SC ), Ministry of Finance and other relevant authorities for the issuance. Receipt of a statement from rating agency that the MCP and MMTN to be issued are rated not less than P1/MARC-1 and AA. Receipt of evidence that all fees and other expenses incidental to all documents relating to the MCP/MMTN Programme have been paid. Completion of documentation to the satisfaction of the Facility 3

4 Agent. (vi) (vii) Satisfactory legal opinion from the Issue Legal Counsel as to the validity and enforceability of all legal documents. Save as disclosed by Issuer in its letter dated 3 June 2002, no event of default has occurred or is continuing or will occur as a result of issuance of the MCP/MMTN Programme. Affirmative Covenants : The Issuer s covenants shall include, but not limited to the following: (i) Provision of interim financial statements and annual consolidated audited accounts not later than 90 days and 180 days from the end of the relevant six monthly financial period and financial year respectively, and/or other information that the noteholders may reasonably request; (iii) (iv) (v) (vi) (vii) (viii) Subordination of any shareholders advances or loans to the obligations arising from the MCP/MMTN Programme except for loans provided by the Government of Malaysia, Khazanah Nasional Berhad, Kumpulan Wang Simpanan Pekerja and Kumpulan Wang Amanah Pencen and on arm s length basis and on commercial terms; Undertaking to preserve and keep in force and effect all licenses, permits, approvals and rights necessary for the conduct of the TNB s business; Undertaking to maintain all necessary insurances required; Notification to the Facility Agent/Trustee of the occurrence of any Event of Default immediately upon becoming aware of it and will from time to time on request deliver to the Facility Agent/Trustee a certificate confirming that, as far as the Issuer is aware, no Event of Default has occurred and is continuing or if the Issuer becomes aware that an Event of Default has occurred, set out the details of the Event of Default and the action taken or proposed to be taken to remedy it; No distribution or payment of any dividend or bonus issue shall be made if a Event of Default has occurred; Make payment of all taxes, fees and other dues to the relevant authorities; Any other covenants as may be imposed by the authorities and/or advised by the Issue Legal Counsel to be mutually agreed. 4

5 Negative Covenants : The Issuer shall not without the prior consent of the noteholders (the consent of which shall not be unreasonably withheld): (i) (iii) Make or permit to exist loans or advances to any of its shareholders or directors other than staff benefits; Amend any provisions of its Memorandum or Articles of Association, which may have a material adverse effect on the Issuer s ability to meet its obligations under the MCP/MMTN Programme; Any other negative covenants as may be imposed by the authorities and/or advised by Issue Legal Counsel to be mutually agreed. Other Conditions : (i) The MCP/MMTN Programme shall be evidenced by such documentation reflecting the terms and conditions herein stated and other conditions, warranties, events of default (including cross default etc.) currently usual for an Islamic Debt Security ( IDS ) Facility of this nature; (iii) The operation of the MCP/MMTN Programme shall at all times be governed by guidelines issued and to be issued from time to time by the relevant authorities having jurisdiction over matters pertaining to the IDS Facility; Any other conditions as may be advised by the Issue Legal Counsel. Events of Default : The Trustee may, and if so requested by the noteholders holding not less than fifty per cent (50%) of the Notes outstanding or if so directed by the noteholders pursuant to an extraordinary resolution, shall declare that an Event of Default has occurred if, inter alia, one or more of the following events have occurred:- (i) (iii) (iv) TNB fails to pay, when due, any sum payable by it in accordance with the terms of the MCP/MMTN and such failure continues unremedied for five (5) days; TNB is unable to pay any of its debts, other than the IDS Facility as and when they become due and payable prior to their stated maturity; TNB fails to observe or perform any of its obligations under the Issue Documents and which is capable of being remedied and is not remedied to the satisfaction of the Trustee/Facility Agent within fourteen (14) days; The making of any representation and warranty which proves 5

6 to be incorrect in any material respect, or if repeated at any time with reference to the facts and circumstances subsisting at such times would not be accurate in all material respect; (v) (vi) (vii) (viii) (ix) The revocation, withholding or modification of a licence, authorization or approval that materially and adversely impairs or prejudices TNB s ability to perform any of its obligations under the Notes or any of the Issue Documents thereof; Any present or future security on or over the assets of TNB becomes enforceable; which would have a material adverse effect on TNB s financial conditions or TNB s ability to perform its obligations under the Issue Documents provided that it shall not be an Event of Default if the liability under the relevant indebtedness is disputed by TNB and / or relevant subsidiary company under the Group in good faith by way of appropriate legal proceedings; A scheme of arrangement under Section 176 of the Companies Act 1965 has been instituted against TNB; An encumbrancer takes possession of, or a trustee or administrator or other receiver or similar officer is appointed in respect of, the whole or any part of the assets or undertaking of the Issuer or if a distress or any form of execution is levied or enforced upon or sued out against any such assets or undertaking and is not discharged within twenty-one (21) days after being levied, enforced or sued out; Usual event of default clauses for issues of this nature. Representation & Warranties : Representations and Warranties: The Issuer represents and warrants that: a) Status: the Issuer is a public listed company duly incorporated with limited liability under the laws of Malaysia and is validly existing; b) Authorisations: the memorandum and articles of association of the Issuer include provisions which authorise, and all necessary corporate action has been taken to authorise, and all authorisations of any governmental or other authority have been duly and unconditionally obtained and are in full force and effect which are required to authorise, the Issuer to own its assets, carry on its business as it is being conducted, and sign and deliver, and perform the transactions contemplated in the financing documents, to issue the Notes and to perform its obligations specified therein and under the Notes in accordance with its terms and the financing documents are in 6

7 full force and effect and constitute valid, binding and enforceable obligations of the Issuer; c) Non-violation: neither the signing and delivery of the financing documents nor the issue of the Notes nor the performance of any of the transactions contemplated in the financing documents will: (i) contravene or constitute a default under any provision contained in any agreement, instrument, judgment, order, licence, permit or consent by which the Issuer or any of its assets is bound or affected; or cause any limitation on the Issuer or the powers of its directors, whether imposed by or contained in its memorandum and articles of association or in any other law, order, judgment, agreement, instrument or otherwise, to be exceeded; (d) (e) (f) Registration: no registration, recording, filing or notarisation of the financing documents and no payment of any duty or tax and no other action whatsoever is necessary or desirable to ensure the legality, validity or enforceability in Malaysia of the liabilities and obligations of the Issuer or the rights of the Trustee, the Facility Agent, the Issue Agent, the Paying Agent and the Noteholders under the financing documents in accordance with their terms other than the registration of power of attorney contained in this Agreement with the High Court of Malaya; Default: save for the matters (if any) disclosed by the Issuer in the letter dated 3 June 2002, no event has occurred which constitutes, or which with the giving of notice and/or the lapse of time and/or a relevant determination would constitute, a contravention of, or default under, any agreement or instrument by which the Issuer or any of its assets is bound or affected, being a contravention or default which might either have a material adverse effect on the financial condition of the Issuer or materially and adversely affect the Issuer's ability to perform its obligations under the financing documents in accordance with their terms; Litigation: save for the matters (if any) disclosed by the Issuer in the letter dated 3 June 2002, no litigation, arbitration or administrative proceeding or claim which might by itself or together with any other such proceedings or claims either have a material adverse effect on the financial condition of the Issuer or materially and adversely affect the Issuer's ability to perform its obligations under the financing documents in 7

8 accordance with their terms, is presently in progress or pending or, to the best of the knowledge, information and belief of the Issuer, threatened against the Issuer or any of its assets; (g) Tax: all necessary returns have been delivered by or on behalf of the Issuer to the relevant taxation authorities and the Issuer is not in default in the payment of any taxes save and except for such taxes that are being contested in good faith and by appropriate means and an adequate reserve has been set aside with respect thereto and no material claim is being asserted with respect to taxes which is not disclosed in the financial statements referred to in sub-clause (h); (h) Financial statements: the audited financial statements (including the income statement and balance sheet) of the Issuer for the year ended 31 st August 2001 have been prepared on a basis consistently applied and in accordance with generally accepted accounting principles in Malaysia and give a true and fair view of the results of its operations for that year and the state of its affairs at that date, and in particular disclose all material liabilities (actual or contingent) of the Issuer; (i) Security Interests: save for the matters disclosed by the Issuer in the letter dated 3 June 2002, none of the assets of the Issuer is affected by any security interest, and the Issuer is not a party to, nor is it or any of its assets bound by any order, agreement or instrument under which the Issuer is, or in certain events may be required to create, assume or permit to arise any security interest other than:- (a) (b) (c) (d) liabilities which benefit from liens or are subject to rights of set off arising in the normal course of trading and the aggregate amount of which is not material; liabilities which are preferred solely by the laws of Malaysia and not by reason of any security interest, liabilities secured by the Issuer s shareholdings in SEGARI ENERGY VENTURES SDN BHD (Company No X) and/or such other liabilities secured by any security interest permitted under this sub-clause (i) for which the facilities or other instruments of indebtedness therefore have been or may be extended, renewed or refinanced PROVIDED THAT the amount of any such liability is not increased; liabilities which exist on any property or asset prior to 8

9 its acquisition by the Issuer or arising after such acquisition pursuant to contractual commitments entered into prior to and not in connection with such acquisition PROVIDED THAT the maximum aggregate amount of such liabilities shall not at any time exceed Ringgit Malaysia Fifty Million (RM50,000,000.00); and (e) liabilities incurred or assumed for the purpose of financing the purchase price of any property or fixed assets acquired by the Issuer after the date of this Agreement or the construction, improvement or repair of any such property or fixed assets PROVIDED THAT any security interest created over such property or fixed assets shall be for a period not exceeding twelve (12) months from the date of its acquisition by the Issuer or the commencement of the contemplated construction, improvement or repair thereof and the amount of such liabilities so secured shall not exceed in aggregate the purchase price of such property or fixed asset and the cost of such construction improvement or repair; (j) (k) (l) (m) (n) Information Memorandum: the information memorandum and the written information furnished by the Issuer in connection with the financing documents do not contain any untrue statement or omit to state any fact the omission of which makes the statements therein, in the light of the circumstances under which they were made, misleading, and all expressions of expectation, intention, belief and opinion contained therein were honestly made on reasonable grounds after due and careful enquiry by the Issuer; Disclosure: the Issuer has fully disclosed in writing to the Facility Agent all facts relating to the Issuer which the Issuer knows or should reasonably know and which are material for disclosure to the Facility Agent in the context of the financing documents; Title: the Issuer is the legal and beneficial owner or has title to all its assets free from any Security Interests (other than those disclosed in the letter dated 3 June 2002 and those permitted under sub-clause (i)); Compliance: the Issuer is in compliance and will comply with any applicable laws and regulations; No Immunity: neither the Issuer nor any of its assets is immuned from process, execution, attachment or legal process. 9

10 Facility Structure and Mechanism : MCP The facility shall operate as follows: 1) The Issuer shall offer to repurchase certain of its own assets at a certain price with the proceeds payable on deferred terms at a certain date. 2) The tender panel members shall bid by submitting their Purchase Price for the abovesaid assets with the proceeds payable in cash. 3) The successful tender panel members will be invited to execute an Asset Purchase Agreement and an Asset Sale Agreement with the Issuer. Note: The Asset Purchase Agreement and Asset Sale Agreement for each Murabahah Contract shall be simplified documents crossed referenced to the principal Facility Documents. MMTN The facility shall operate as follows: 1) The Issuer through the Agent shall identify the financiers for each MMTN transaction via direct placement, tender or reverse enquiry. 2) The successful financier shall be invited to execute an Asset Purchase Agreement and an Asset Sale Agreement with the Issuer. Note: For MCP and discounted MMTN where the entire profit margin is discounted at source, the Issuer will settle the Selling Price via a single lump sum payment at the end of the agreed period. Unconditional obligations of the Issuer to settle the Selling Price shall be securitised through the issuance of MCP/MMTN, the face value of which shall be equivalent to the Selling Price. For par MMTN, however, the selling price will be divided into two parts: (i) representing the purchase price which will be represented by 10

11 primary Notes and representing the profit margin which will be represented by secondary Notes. The primary Notes will be settled in one lump sum at the end of the issue period whilst the secondary Notes shall be redeemed by the Issuer on a semi-annual basis. Selling Restriction : The MCP and/or MMTN will be tradeable in the secondary market on a willing-buyer willing-seller basis. The MCP and/or MMTN may neither be offered nor sold, directly or indirectly, nor may any document or other material in connection therewith be distributed in Malaysia, other than to categories of persons commonly specified in Schedule 2 and Schedule 5 of the Securities Commission Act, 1993 (as amended). Repurchase in the open market Mandatory Redemption : The Issuer or any of its related corporations may at anytime purchase or re-purchase the Notes in the open market at any price, by private treaty. Notes purchased or re-purchased in this manner may be resold by the Issuer in the open market. : (i) Redemption is at par (for discounted MCP/MMTN) and par value plus profit (for non-discounted MMTN) on the maturity dates of the MCP/MMTN. (iii) During the availability of the MCP/MMTN Programme, any amount of the MCP/MMTN issued will be redeemed at the end of the maturity period. Any amount redeemed may be reissued during the availability of the MCP/MMTN Programme, provided an event of default has not occurred. MCP/MMTN shall not be issued with maturity beyond the availability of the MCP/MMTN Programme. TPM : A consortium of eligible financiers comprising financial institutions, fund managers, pension funds, securities firms, corporations and other eligible investors lead arranged by the Arrangers and that are commonly specified in each of Schedule 2 and Schedule 5 of the Securities Commission Act. Tender Process : The tendering process shall be through the Fully Automated System for Tendering ( FAST ) being an electronic tendering system operated by BNM and it shall be governed by the Rules on the Fully Automated System for Tendering ( FAST Rules ) stipulated by BNM (as amended, modified or supplemented from time to time). Mode of Issue : MCP (i) competitive tender via FAST with the TPM, and/or 11

12 direct placement with other eligible investors. The tender will be coordinated by the Facility Agent. MMTN Via competitive tender without prospectus to the TPM, direct placement, and/or reverse inquiry from other eligible investors. Notice to the Facility Agent : The Issuer shall give at least five (5) business days notice to the Agent of its intention to make any MCP or MMTN issue. Purchase Price : MCP The MCP shall be issued at a discount to face value and the Purchase Price is calculated using the following formula: Purchase Price = SP x [1- (R x T)] where:- SP = Selling Price (face value) of the Notes T = The number of days to maturity of the Notes which shall include the issue date of the MCP but shall exclude the maturity date of the MCP. R = The applicable yield (profit margin) at which the offer was accepted expressed as a percentage per annum, rounded to three (3) decimal places. MMTN Negotiable MMTN issued at either par or discount to face value, and shall be calculated in accordance with the formula specified under the rules of FAST. Maturity of the Notes : MCP One (1), two (2), three (3), six (6), nine (9) months or such other period not exceeding 365 days at the Issuer s option subject to the maximum availability of the Programme. MMTN Between one (1) to seven (7) years provided that it does not exceed the availability of the Programme. 12

13 Denomination : The Notes shall be issued in accordance to Bank Negara Malaysia Rules under FAST. Each Note shall have a minimum Face Amount of RM1.0 million and in integral multiple thereof. Allocation : MCP The MCP will be allocated to the TPM in order of descending price. MMTN The MMTN (unless directly placed) shall be allocated to the TPM in order of descending price. Rating : The MCP/MMTN Programme is rated by the Malaysian Rating Corporation Berhad ( MARC ) and has been assigned Marc1ID for MCP and AA+ID for MMTN. Documentation : The Facility shall be evidenced by: i) Facility Agreement; ii) iii) iv) Tender Panel Agreement; Agency Agreement; Trust Deed; v) MCP/MMTN; and vi) vii) Depositary Letter; Any other relevant documentation as may be advised by the Issue Legal Counsel. (collectively referred to as Issue Documents ) Listing : The MCP/MMTN will not be listed. Governing Laws : Laws of Malaysia. 13

14 Schedule 2 : Asset Class Location Net Book Value Buildings PMU 275 kv GIS KL (West) 50,401,080 PMU 132 Gebeng 13,198,464 Pembangunan 500 kv Fasa 1 36,356,571 PMU 275 kv Bukit Batu 30,279,486 Pembangunan 500kV Fasa 1B Tarek 39,253,423 PMU 132 kv Kangkar Tebrau 32,604,725 PMU 132 kv Permas Jaya 21,813,986 Laluan T/A 132 kv Pulau Indah 23,151,504 PMU 132 kv Farlim 19,312,077 PMU 132 kv Tg. Tokong 18,881,217 Pembangunan 500 kv B. Tarik-Air Tawar 24,729,488 Pembangunan 500 kv P.Gudang-Plentong 28,069,698 Pembangunan 500 kv Bt. Kayu Hitam 22,704,683 Total 360,756,402 Transformers PMU 132 kv GIS Salak South 21,312,075 Pembangunan 500 kv 49,992,053 Pembangunan 500 kv 47,140,472 PMU 275 kv Kota Puteri 27,429,111 PMU 132 kv Muar 22,526,182 PMU 132 kv Sentul Raya 32,502,525 Total 200,902,418 Cables PMU 132 kv Tg. Tokong 34,582,339 14

15 Total 24,582,339 Switchgear PMU 132 kv Salak South 84,615,113 PMU 132 kv Salak South 22,930,304 Pembangunan kv ,384,652 Pembangunan kv ,396,470 Pembangunan kv ,042,206 Pembangunan kv ,647,434 PMU 500 kv Junjong 55,937,683 PMU 500 kv Gurun 21,125,982 Pembangunan kv ,906,270 PMU 275 kv Yong Peng 36,030,781 PMU 275 kv Pasir Gudang 44,163,069 PMU 132 kv Green Town 22,608,547 PMU 132 kv Batu Uban 33,916,408 PMU 132 kv Mid Valley 30,587,766 PMU 275 kv Prai 72,320,538 PMU 275 kv Paroi 62,986,408 PMU 132 kv Silibin 27,139,235 PMU 132 kv JB City Centre 18,508,267 PMU 132 kv Sea Park 35,803,693 PMU Bukit Kayu Hitam 106,134,061 PMU 132 kv Sentul Raya 38,821,690 Total 910,006,577 Mains & Lines Talian 132 kv Sg. Abong 67,841,683 Talian 500 kv P.Klang Bkt. Tarek 131,164,572 15

16 Talian 275 kv Kota Puteri Permas Jaya 53,816,717 Talian 132 kv Tangkak Segamat 27,103,195 Talian 132 kv Kota Setar Kuala Perlis 25,177,042 Talian 275 kv Tg. Kupang Tg. Piai 31,182,689 Talian 275 kv Bukit Kayu Hitam 64,240,182 Talian 500 kv B. Tarek Air Tawar 314,466,644 Talian 500 kv Junjong - Gurun 131,803,141 Talian 500 kv P. Gudang - Plentong 15,370,983 Talian 500 kv Plentong B. Batu 108,640,393 Talian 500 kv B. Batu Yong Peng 105,317,320 Total 1,076,124,561 GRAND TOTAL 2,582,372,297 16