1.03 DETAILS OF FACILITY/ PROGRAMME. (1) Other terms and conditions

Size: px

Start display at page:

Download "1.03 DETAILS OF FACILITY/ PROGRAMME. (1) Other terms and conditions"

Cameron Hoover
5 years ago
Views:

1 1.03 DETAILS OF FACILITY/ PROGRAMME (1) Other terms and conditions (a) Identified assets/trust assets (b) Purchase and selling price/ rental (where applicable) (c) Profit / Coupon / Rental Rate (fixed or floating) The trust assets ( Trust Asset ) shall comprise (i) Sukuk Proceeds, (ii) the Wakalah Portfolio and (iii) the rights, title, interest, entitlement and benefit in, to and under the Transaction Documents. In respect of the Commodity Murabahah Investment, the Commodity Purchase Price and the Deferred Sale Price shall be determined prior to each issuance of the Sukuk Wakalah. ICPs Not applicable as the ICPs shall be issued without Periodic Distribution. IMTNs For IMTNs issued with Periodic Distribution, the periodic distribution rate, which may be either on a fixed or floating basis, will be agreed between the Issuer and the LM prior to issuance of the respective IMTNs. In relation to IMTNs where the periodic distribution rate is on a floating basis, such periodic distribution rate shall be the aggregate of the Spread for Floating Rate and the Relevant Floating Rate Benchmark (as defined herein) ( Floating Profit Rate ), subject to the Maximum Profit Rate. If the Floating Profit Rate is higher than the Maximum Profit Rate, the Issuer shall be obliged to make Periodic Distribution at the Maximum Profit Rate only. Not applicable for IMTNs issued without Periodic Distribution. Maximum Profit Rate is a rate to be agreed between the Issuer and the LM for the purposes of calculating the aggregate Periodic Distribution in determining the Deferred Sale Price for a Series of IMTNs issued with Periodic Distribution where the periodic distribution rate is on a floating basis. Relevant Floating Rate Benchmark means Kuala Lumpur Interbank Offered Rate for six-month (or such other relevant period) Ringgit deposits or such other appropriate inter-bank rate for six-month (or such other relevant period) Ringgit deposits. Spread for Floating Rate means the spread to be determined at the point of issuance of the relevant Series of the IMTNs, where applicable, and expressed as a rate in per cent. per annum, to be agreed between the Issuer, the LM and the relevant investors and to be reflected in the pricing supplement or any other relevant documents. 1

2 (d) Profit / coupon / rental payment frequency ICPs Not applicable as the ICPs shall be issued without Periodic Distributions. IMTNs For IMTNs issued with Periodic Distribution, the Periodic Distribution frequency shall be on quarterly or semi-annual basis or such other payment frequency to be agreed between the Issuer and the LM prior to issuance of each IMTN. Not applicable for IMTNs issued without Periodic Distribution. (e) Profit / coupon / rental payment basis ICPs Not applicable as the ICPs shall be issued without Periodic Distribution. IMTNs For IMTNs issued with Periodic Distribution, the Periodic Distribution shall be made on actual/365-day basis. Not applicable for IMTNs issued without Periodic Distribution. (f) Issue Price The IMTNs shall be issued at par, at a premium or at a discount to nominal value, whereas the ICPs shall be issued at a discount to nominal value. The issue price of each Reopened IMTNs shall take into consideration, where applicable, accrued Periodic Distribution from and including the original issue date or the last Periodic Distribution Date, whichever is later of that Series of IMTNs, to and excluding the date of the Reopening, except when the date of the Reopening falls on a Periodic Distribution Date. The issue price of the Sukuk Wakalah shall be determined prior to each issuance of the Sukuk Wakalah, which shall be calculated in accordance with MyClear Rules and Procedures (as defined herein). (g) Yield to Maturity (h) Redemption (i) Details on Utilisation of Proceeds by the Issuer To be determined prior to the issue date of the Sukuk Wakalah. Unless previously redeemed or purchased and cancelled, the Sukuk Wakalah will be redeemed by the Issuer at one hundred per centum (100%) of their nominal value on their respective maturity dates. The proceeds from the Sukuk Wakalah will be utilised for Shariah compliant purposes. The Issuer will utilise the proceeds for its general banking, working capital and other Shariah compliant corporate purposes, as well as to refinance any existing financing or debt instruments of the Issuer. 2

3 (j) Listing status and types of listing, where applicable (k) Status of Sukuk Wakalah (l) Form and Denomination The Sukuk Wakalah may be listed on Bursa Malaysia Securities Berhad (under the Exempt Regime). The Sukuk Wakalah issued pursuant to the relevant Transaction Documents will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer ranking pari passu without any preference among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer, except those preferred by law and the Transaction Documents. Issuance of the Sukuk Wakalah shall be in accordance with:- (i) the Participation and Operation Rules for Payments and Securities Services issued by MyClear ( MyClear Rules ); (ii) (iii) the Operational Procedures for Securities Services issued by MyClear (MyClear Procedures) or their replacement thereof (collectively MyClear Rules and MyClear Procedures ) applicable from time to time; and 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). Each Series of the Sukuk Wakalah shall be represented by a global certificate to be deposited with BNM, and is exchangeable for definitive bearer certificates only in limited circumstances. The denomination of the Sukuk Wakalah shall be RM1,000 or in multiples of RM1,000 at the time of issuance. For the purpose of this Lodgement, Series means in relation to any Sukuk Wakalah, such Sukuk Wakalah with the same: (i) maturity date; and (ii) periodic distribution rate and Periodic Distribution Dates (in the case of IMTNs issued with Periodic Distribution) or yield (in the case of IMTNs issued without Periodic Distribution or in the case of ICPs). For the avoidance of doubt, each Series of Sukuk Wakalah shall have the same terms and conditions (except for the issue date and the issue price, if applicable). All references to IMTNs referred herein shall, upon a Reopening (as defined herein), be deemed to include the Reopened IMTNs (as defined herein) wherever the same appears. The Issuer may, from time to time, without the consent of the Sukukholders, increase the size of an existing Series of the IMTNs by offering for subscription, additional IMTNs ( Reopened IMTNs ) under that Series (hereinafter referred to as Reopening ). The Reopened IMTNs shall have the same terms and conditions as the existing Series of IMTNs in all respects (except for the issue date and the issue price, if applicable) and shall form a single series with 3

4 (m) Transaction Documents (n) Taxation (o) Jurisdiction (p) Other Conditions (q) Option to Upsize the existing Series of IMTNs. Transaction Documents shall include the following documents: (a) (b) (c) (d) (e) (f) (g) the Programme Agreement; the Trust Deed; the Wakalah Agreement; the Investment Agreement; Murabahah Investment Agreement; the Securities Lodgement Form; and any other relevant documentation which may be advised by the solicitors. All payments in respect of the Sukuk Wakalah and the Transaction Documents by the Issuer shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any authority having power to tax, unless such withholding or deduction is required by law in which case the Issuer shall pay additional amounts so that the full amount which otherwise would have been due and payable under the Sukuk Wakalah is received by parties entitled thereto. The Issuer shall unconditionally and irrevocably submit to the exclusive jurisdiction of the courts of Malaysia. The Sukuk Wakalah shall at all times be governed by the guidelines issued and to be issued from time to time by the SC, BNM and MyClear over matters pertaining to the Sukuk Wakalah and the ICP/IMTN Programme. The Issuer shall have the option to increase the size of the ICP/IMTN Programme provided that: (a) (b) (c) such increase will not result in any adverse impact on the rating of the ICP/IMTN Programme; the relevant requirements under the LOLA Guidelines in relation to such upsizing have been complied with; and the relevant regulatory approvals have been obtained (if applicable). The Trust Deed will provide that the Sukukholders consent to any upsizing of the ICP/IMTN Programme limit from time to time. Accordingly, no further consent will be required from the Sukukholders, the Sukuk Trustee or from any other party under the ICP/IMTN Programme for the Issuer to exercise the option to increase the limit of the ICP/IMTN Programme from time to time. (r) Tenure of facility/programme Tenure of the ICP/IMTN Programme Seven (7) years from the first issuance date of the Sukuk Wakalah. 4

5 Tenure of the ICPs Each ICP issued under the ICP/IMTN Programme shall have a tenure of at least one (1) month and not more than twelve (12) months, provided that no ICPs shall mature after the expiry of the ICP/IMTN Programme. Tenure of the IMTNs Each IMTN issued under the ICP/IMTN Programme shall have a tenure of at least one (1) year and up to seven (7) years, provided that no IMTNs shall mature after the expiry of the ICP/IMTN Programme. (s) Compensation (Ta widh) In the event the Wakeel breaches its fiduciary duty as an investment manager due to its failure to distribute: (a) in relation to the ICPs and IMTNs issued without Periodic Distribution, any realised one-off distribution; or (b) in relation to the IMTNs issued with Periodic Distribution, any realised Periodic Distribution, and/or the Obligor/Purchaser fails to pay any amounts due and payable to the Sukukholders under the Sale Agreement pursuant to exercising the Purchase Undertaking and/or the Deferred Sale Price, the Wakeel and/or the Obligor/Purchaser shall pay to the Sukuk Trustee (acting on behalf of the Sukukholders) Ta widh (compensation) on such failure to pay at the rate and in the manner prescribed by the SAC from time to time. (t) Ibra An Ibra, where applicable, shall be granted by the Sukukholders. The Sukukholders in subscribing to or purchasing the Sukuk Wakalah consent to grant an Ibra on the Deferred Sale Price: (i) if the Sukuk Wakalah are redeemed prior to their maturity date, i.e. upon the declaration of a Dissolution Event or a Call Option; and (ii) in relation to Periodic Distribution for IMTNs where the periodic distribution rate is a floating rate, in the event where the Floating Profit Rate is lower than the Maximum Profit Rate. Ibra refers to an act of releasing absolutely or conditionally the Sukukholders rights and claims on any obligation against the Issuer which would result in the latter being discharged of its obligations or liabilities towards the former. The release may be either partial or in full. With respect to the Murabahah contract, Ibra refers to the release of rights on debts/amounts due and payable under the said contract. The Ibra shall be calculated as follows: (1) in relation to the redemption of the Sukuk Wakalah prior to their 5

6 maturity date (namely, upon exercising the Call Option, or in respect of a declaration of a Dissolution Event), the unearned Profit Margin and shall be calculated from the date of declaration of a Dissolution Event or the Call Date up to the maturity date of the Sukuk Wakalah: (2) in relation to Periodic Distribution for IMTNs where the periodic distribution rate is on a floating rate, in the event where the Floating Profit Rate is lower than the Maximum Profit Rate, the difference between the Periodic Distribution calculated based on the Maximum Profit Rate and the Periodic Distribution calculated based on the Floating Profit Rate. For the avoidance of doubt, Ibra will only be applicable to the Commodity Murabahah Investment portion of the Wakalah Portfolio, i.e., the Deferred Sale Price only. (u) Kafalah (v) Disclosure of the following: Not applicable. No. (i) If the Issuer or its board members have been convicted or charged with any offence under any securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law, or if any action has been initiated against the Issuer or its board members for breaches of the same, for the past ten years prior to the lodgement; and (ii) 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 No. 6

7 past five years prior to the lodgement. 7

Other Terms and Conditions. (a) Deferred Sale Price : The Deferred Sale Price shall be an amount equal to: in the case of Sukuk Murabahah without

Other Terms and Conditions. (a) Deferred Sale Price : The Deferred Sale Price shall be an amount equal to: in the case of Sukuk Murabahah without Other Terms and Conditions (a) Deferred Sale Price : The Deferred Sale Price shall be an amount equal to: (i) in the case of Sukuk Murabahah with Periodic Profit Payments and issued at par The Purchase