Sistem Lingkaran-Lebuhraya Kajang Sdn Bhd ("SILK")

Transcription

1 SISTEM LINGKARAN LEBUHRAYA KAJANG SDN BHD RM2,010 MILLION ABBA NOTES PRINCIPAL TERMS AND CONDITIONS 1. Name of Issuer Sistem Lingkaran-Lebuhraya Kajang Sdn Bhd ("SILK") 2. Background of Issuer Business registration number V Date / Place of Incorporation 20 December 1995 / Malaysia Date of listing N/A Status Resident Principal Activities SILK is a single purpose company incorporated solely for the purpose of undertaking a privatisation project for the design, construction, operation and maintenance of a primary urban road linking major towns within the Kajang District ("Ring Road") on a Build, Operate and Transfer basis under a concession awarded to it by the Government on 8 October Board of s The board of directors are as follows: Name (a) Tan Sri Dato' Seri (Dr) Cheah Fook Ling (b) Dato' Chew Chee Kin (c) Dato' Tan Kia Loke (d) Dato' Razman Md. Hashim bin Che Din Md Hashim (e) Abdul Rahim bin Achmed Designation

2 Structure of shareholdings Nationality / Place of No. ordinary of shares held Shareholders Incorporation % Sunway Holdings Incorporated Berhad (formerly known as Sungei Way Holdings Berhad) Malaysia 2,500, Barisan Minda Sdn Bhd Malaysia 2,500, Authorised and paid-up capital Share Capital Description Authorised share capital Issued and fully paid up capital 300,000,000 ordinary shares of RM1.00 ach 5,000,000 ordinary shares of RM1.00 each 3. Name of adviser Deutsche Bank (Malaysia) Berhad 4. Type of instrument Bonds [Zero Coupon in the form of Al-Bai Bithaman Ajil Debt Securities ( BaIDS )] 5. Principle Islamic 6. Facility description Al-Bai Bithaman Ajil Islamic Debt Securities Issuance Facility 7. Issue size Nominal / Notional issue amount of up to RM2,500,000, Issue price Indicative issue price of 23.2% (equivalent to issue proceeds of RM580,000,000)

3 9. Tenor of the BaIDS The tenor of the BaIDS are up to 20 years. The corresponding redemption Notional Amounts of the BaIDS are: Tenor of BaIDS (Years) Notional Amount of BaIDS* (RM) ,000, ,000, ,000, ,000, ,000, ,000, ,000, ,000, ,000, ,000, ,000, ,000, ,000, ,000, ,000,000 Total 2,500,000,000 *The above redemption schedule is based on the total Notional Amount of RM2,500,000,000. However, the Final Notional Amounts are subjected to change depending on the finalised yield to maturity agreed between the Lead Manager and SILK prior to execution of the legal documentation. In the event that the final notional amount is not RM2,500,000,000 the redemption schedule above will be adjusted accordingly. In any case, the total Issue Proceeds of the BaIDS shall be RM580,000, Coupon rate None 11. Coupon frequency None 12. Security / collateral The security for the BaIDS comprise the following : i) Fixed and Floating Charges over all the assets and undertakings of SILK. ii) Assignment of all project proceeds to be deposited into the Operating Account and Debt Service Reserve Account to be opened by SILK. (Kindly refer to Appendix 5, Principal Terms and Conditions for further details).

4 iii) Assignment of all benefit and rights of SILK under the Project Documents (being all agreements entered into by SILK in connection with the Project, including the Concession Agreement, Turnkey Contract, Shareholders' Undertaking and Independent Consulting Engineer Agreement. iv) Assignment of all performance and other bonds and guarantees issued for the benefit of SILK in respect of the Project (other than all performance bonds and maintenance bonds which are to be provided by SILK to the Government under the Concession Agreement). v) Assignment of all insurances provided for the Project. 13. Name of Guarantor N/A 14. Name of trustee PB Trustee Services Berhad 15. Details of utilisation of proceeds The issue proceeds of RM580,000,000 from the Proposed BaIDS shall be utilised for the design, construction, land acquisition costs of the Project. The detailed utilisation of the issue proceeds are as follow: Sources of Funds RM Million Issue Proceeds 580 Government Grant 450 Equity 220 Total 1250 Application of funds Total Project Cost 1160 Working Capital 90 Total Sinking fund SILK shall maintain a Debt Service Reserve Account ( DSRA ) for the purposes of the redemption of the BaIDS. The details of the operation of the DSRA are as follow: Prior to the first Maturity Date of the BaIDS, the required balance (being 50% of the total Notional Amount of the BaIDS which maturity date falls on the date closest to such time) in the DSRA must be achieved by the date falling 12 months before the first Maturity Date. After the first Maturity Date, this account shall be built up progressively until the required balance is achieved 6 months prior to the relevant Maturity Date. The DSRA shall be operated by the Trustee. In the event that the balance held in the DSRA is less than/ exceeds the equivalent of 50% of projected debt service, the shortfall/excess shall be increased from/ released to the Operating Account.

5 17. Rating - Credit Rating Assigned : A (Indicative) - Credit Rating Agency : Malaysian Rating Agency Corporation Berhad ("MARC") 18. Form and denomination The BaIDS will be initially represented by global certificates to be deposited with BNM as the central depository. If the global certificates are exchanged for definitive BaIDS, such definitive BaIDS will be in denominations of RM100,000 each. 19. Mode of Issue Non tender - private placement without prospectus 20. Name of Facility Agent Deutsche Bank (Malaysia) Berhad 21. Name of Syariah Adviser Bank Islam (Malaysia) Berhad 22. Selling restriction The BaIDS shall not be offered or sold, directly or indirectly nor may any document or other material in connection therewith be distributed in Malaysia other than to persons whose ordinary business is to buy or sell shares or debentures whether as principal or agent or otherwise falling within any one of the categories of persons specified in Section 4(6) of the Companies Act, 1965 of Malaysia. 23. Listing status Not listed 24. Minimum level of subscription 100% 25. List of Primary Subscriber(s) or Underwriters and amount underwritten Deutsche Bank (Malaysia) Berhad shall be the primary subscriber for the Notional Amount of up to RM2,500,000,000 of the proposed BaIDS (equivalent to issue proceeds of RM580,000,000). In addition, the issue proceeds of RM580 million BaIDS shall be fully underwritten by DB.

6 26. Other regulatory approvals required in relation to the issue, offer or invitation and whether or not obtained None 27. Information attached as appendices of this Term Sheet Principal Terms and Conditions of the BaIDS Latest audited accounts of SILK as at 31 December Additional information for Islamic PDS Principle - Al Bai Bithaman Ajil Islamic Debt Securities Issuance Facility Identified Assets - Rights, Title and Interests under the Concession Agreement dated 8 October 1997 and Supplemental Concession Agreement dated 1 August Purchase Price - RM580,000,000 Selling Price - Up to RM2,500,000,000 Details on primary and secondary bonds - No secondary bonds [ the remainder of this section is intentionally left blank ]