MERRILL LYNCH (ASIA PACIFIC) LIMITED MERRILL LYNCH (SINGAPORE) PTE. LTD.

Transcription

1 SUPPLEMENTARY BASE PROSPECTUS DATED 16 JUNE 2008 This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser. CITRINE GLOBAL FINANCE LIMITED (incorporated with limited liability in the Cayman Islands) U.S.$8,000,000,000 RETAIL SECURED NOTE PROGRAMME Arranger MERRILL LYNCH (ASIA PACIFIC) LIMITED Singapore Dealer MERRILL LYNCH (SINGAPORE) PTE. LTD. A copy of this Supplementary Base Prospectus has been lodged with the Monetary Authority of Singapore (the Authority ) on 16 June 2008 under section 241(1A) of the Securities and Futures Act, Chapter 289 of Singapore ( SFA ). The Authority assumes no responsibility for the contents of this Supplementary Base Prospectus. Lodgment of this Supplementary Base Prospectus with the Authority does not imply that the SFA, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the securities being offered for investment. This Supplementary Base Prospectus is supplemental to the replacement base prospectus (the Replacement Base Prospectus ) dated 26 February 2008 (which replaces and supersedes in its entirety the base prospectus dated 2 October 2006 which was registered by the Authority on 2 October 2006, the supplementary base prospectus dated 20 December 2006 which was lodged with the Authority on 20 December 2006 and the second supplementary base prospectus dated 19 March 2007 which was lodged with the Authority on 19 March 2007) in relation to the U.S.$8,000,000,000 Retail Secured Note Programme of Citrine Global Finance Limited, which was lodged with the Authority on 26 February No other supplementary or replacement base prospectus to the Replacement Base Prospectus has been lodged with the Authority. This Supplementary Base Prospectus updates information relating to, among other things, Singapore taxation of the Notes and the directors of the Issuer in the Replacement Base Prospectus. Terms defined and references construed in the Replacement Base Prospectus shall have the same meaning and construction in this Supplementary Base Prospectus. This Supplementary Base Prospectus should be read and construed in conjunction, and as one document, with the Replacement Base Prospectus. The Replacement Base Prospectus is hereby amended on and with effect from the date of this Supplementary Base Prospectus, as follows: 1. Taxation of Notes 1.1 The introductory paragraph of the section Taxation of Notes shall be deleted in its entirety and replaced with the following:

2 The statements below are general in nature and are based on certain aspects of current tax laws in Singapore, announced budget measures in the Singapore Budget Statement 2008 and administrative guidelines issued by the Authority in force as at the date of this Replacement Base Prospectus and are subject to enactment of such budget measures and to any changes in such laws or administrative guidelines, or the interpretation of those laws, or guidelines, occurring after such date, which changes could be made on a retroactive basis. Neither these statements nor any other statements in this Replacement Base Prospectus are to be regarded as advice on the tax position of any holder of the Notes or of any person acquiring, selling or otherwise dealing with the Notes or on any tax implications arising from the acquisition, sale or other dealings in respect of the Notes. The statements do not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the Notes and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities) may be subject to special rules. Holders or prospective holders of the Notes who are in doubt about their respective tax positions or any such tax implications of the purchase, ownership or transfer of Notes or who may be subject to tax in a jurisdiction other than Singapore should consult their own professional advisers. 1.2 The sub-section headed Singapore under the section Taxation of Notes shall be deleted in its entirety and replaced with the following: Singapore 1. Interest and Other Payments If the dealers in respect of more than half of the principal amount of a tranche of notes issued between 17 February 2006 and 31 December 2008 (both dates inclusive) are (i) financial institutions which have the status of Financial Sector Incentive (Bond Market) Company (as defined in the Income Tax Act of Singapore (Chapter 134) ( ITA )) or (ii) financial institutions in Singapore (where their staff based in Singapore have a leading and substantial role in the distribution of such tranche of Notes), such tranche of Notes ( Relevant Notes ) would be qualifying debt securities for the purposes of the ITA. Pursuant to the Singapore Budget Statement 2008, the Authority issued a Circular No: FSD Cir 03/2008 dated 23 May 2008 ( MAS Circular ), which provided that the Qualifying Debt Securities Scheme will be renewed for a period of five years from 1 January 2009 to 31 December 2013 (both dates inclusive). The following treatments apply to the Relevant Notes should they be qualifying debt securities. Subject to certain prescribed conditions having been fulfilled (including the submission of a return on debt securities in respect of the Relevant Notes to the Authority and the Comptroller of Income Tax in Singapore (the Comptroller ) within such period as the Comptroller may specify and such particulars in connection with the Relevant Notes as the Comptroller may require), interest and discount income (excluding discount income from secondary trading) on the Relevant Notes received by any company or body of persons (as defined in the ITA) in Singapore is subject to a concessionary tax rate of 10%. However, notwithstanding the foregoing: (i) if during the primary launch of the Relevant Notes, the Relevant Notes are issued to less than four persons and 50% or more of the principal amount of the Relevant Notes is beneficially held or funded, directly or indirectly, by 2

3 related parties of the Issuer, the Relevant Notes would not qualify as "qualifying debt securities"; and (ii) even though the Relevant Notes are "qualifying debt securities", if at any time during the tenure of the Relevant Notes, 50% or more of the principal amount of the Relevant Notes is beneficially held or funded, directly or indirectly, by any related party(ies) of the Issuer, interest or discount income derived from the Relevant Notes held by (1) any related party of the Issuer; or (2) any other person where the funds used by such person to acquire the Relevant Notes are obtained, directly or indirectly, from any related party of the Issuer, shall not be eligible for the concessionary tax rate of 10%. The term related party, in relation to a person, means any other person who, directly or indirectly, controls that person, or is controlled, directly or indirectly, by that person, or where he and that other person, directly or indirectly, are under the control of a common person. All foreign-sourced income received in Singapore on or after 1 January 2004 by Singapore tax-resident individuals will be exempted from tax, provided such foreignsourced income is not received through a partnership in Singapore. The Income Tax (Amendment No. 2) Act 2007 was enacted to provide, inter alia, that the tax incentives for qualifying debt securities will be extended to accord tax exemption or concessionary tax rates on prepayment fee, redemption premium and break cost (as such terms are defined in the ITA) that are derived by investors from qualifying debt securities issued during the period from 15 February 2007 to 31 December 2008, subject to conditions to be prescribed by regulations. Pursuant to the Singapore Budget Statement 2008, the MAS Circular also introduced the QDS Plus Scheme, which is an enhancement of the Qualifying Debt Securities Scheme, whereby income tax exemption is granted on qualifying income derived by any investor from qualifying debt securities issued during the period from 16 February 2008 to 31 December 2013 that, inter alia, have an original maturity date of at least 10 years. The enhancement of the Qualifying Debt Securities Scheme for qualifying debt securities with original maturity of at least 10 years will however not be applicable to qualifying debt securities that are redeemable, convertible, callable or exchangeable within 10 years from the date of issue. Similarly, qualifying debt securities that are re-opened with a resulting tenure of less than 10 years to original maturity date will not enjoy the enhancement. 2. Capital Gains Any gains considered to be in the nature of capital made from the sale of the Notes will not be taxable in Singapore. However, any gains from the sale of Notes which are gains from any trade, business, profession or vocation carried on by that person, if accruing in or derived from Singapore, may be taxable as such gains are considered revenue in nature. Holders of the Notes who are adopting Singapore Financial Reporting Standard 39 ( FRS 39 ) for Singapore income tax purposes may be required to recognise gains or losses on the Notes, irrespective of disposal, in accordance with FRS 39. Please see the section below on Adoption of FRS 39 treatment for Singapore income tax purposes. 3

4 3. Adoption of FRS 39 treatment for Singapore income tax purposes On 30 December 2005, the IRAS issued a circular entitled Income Tax Implications arising from the adoption of FRS 39 - Financial Instruments: Recognition and Measurement (the FRS 39 Circular ). Legislative amendments to give effect to the FRS 39 Circular have been incorporated in the Income Tax (Amendment) Act The FRS 39 Circular generally applies, subject to certain opt-out provisions, to taxpayers who are required to comply with FRS 39 for financial reporting purposes. Holders of the Notes who may be subject to the tax treatment under the FRS 39 Circular should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding or disposal of the Notes. 4. Estate Duty It was announced in the Singapore Budget Statement 2008 that Singapore estate duty is abolished with respect to all deaths occurring on or after 15 February Statutory Information The paragraph on Directors and Company Secretary of the Issuer in the sub-section headed Statutory Information under the section General and Statutory Information shall be deleted in its entirety and replaced with the following: 2. DIRECTORS AND COMPANY SECRETARY OF THE ISSUER The Board of Directors is entrusted with the responsibility of the overall management of the Issuer. The directors are professional company directors supplied by Deutsche Bank (Cayman) Limited. The directors of the Issuer are as follows: Name Occupation David Dyer Alan Corkish Tim Fitzgerald Head of Corporate Services, Senior Manager, Corporate Services, Senior Manager, Corporate Services, The business address of the directors is, P.O. Box 1984, Boundary Hall, Cricket Square, George Town, Grand Cayman KY1-1104, Cayman Islands. The Issuer has not established a place of business in Singapore. The directors are independent from Merrill Lynch. The company secretary of the Issuer is. 4

5 3. Maples and Calder The address of Maples and Calder on the last page shall be deleted and replaced with 53/F, The Center, 99 Queen s Road Central, Hong Kong. 5