May 20, 2010 Presale: 1Malaysia Sukuk Global Bhd.'s Proposed U.S. Dollar Denominated Benchmark Size Trust Certificates Primary Credit Analyst: Takahira Ogawa, Singapore (65) 6239-6342; takahira_ogawa@standardandpoors.com Secondary Credit Analyst: Elena Okorotchenko, Singapore (65) 6239-6375; elena_okorotchenko@standardandpoors.com Table Of Contents Issuer Obligor Maturity date Periodic distributions Joint lead manager and joint bookrunners Trustee Delegate Trustee Payment administrator and principal paying agent Governing law Transaction Structure Rationale (1Malaysia Sukuk Global Bhd.) Rationale (Malaysia) Outlook www.standardandpoors.com/ratingsdirect 1
Presale: 1Malaysia Sukuk Global Bhd.'s Proposed U.S. Dollar Denominated Benchmark Size Trust Certificates This presale report is based on information as of May 18, 2010. The ratings shown are preliminary. This report does not constitute a recommendation to buy, hold, or sell securities. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. Final ratings will depend upon receipt and satisfactory review of all final transaction documentation, including legal opinions. Accordingly, the preliminary ratings should not be construed as evidence of final ratings. If Standard & Poor's does not receive final documentation within a reasonable time frame, or if final documentation departs from materials reviewed, Standard & Poor's reserves the right to withdraw or revise its ratings. Issuer 1Malaysia Sukuk Global Bhd. (1Malaysia) is a special purpose legal entity incorporated in Malaysia on May 3, 2010, under Company Act 1965. The entity has been established solely for the transaction related to the proposed issuance of the trust certificates, and is wholly owned by the government of the Federation of Malaysia (Malaysia; foreign currency A-/Stable/A-2; local currency A+/Stable/A-1; ASEAN scale rating axaaa/axa-1+). Obligor Federation of Malaysia Maturity date To be decided Periodic distributions Not available at this date. Joint lead manager and joint bookrunners Barclays Bank plc, CIMB Bank Ltd., and The Hong Kong Shanghai Banking Corp. Ltd. Trustee 1Malaysia Sukuk Global Bhd. Standard & Poor s RatingsDirect on the Global Credit Portal May 20, 2010 2
Delegate Trustee The Bank of New York Mellon Payment administrator and principal paying agent The Bank of New York Governing law The following will be governed by the laws of Malaysia: sale and purchase agreement, the lease agreement, the service agency agreement, the substitution undertaking and redemption undertaking. The purchase undertaking, the declaration of trust, the agency agreement and the subscription agreement and any non-contractual obligations will be governed by English law. Transaction Structure This transaction involves 1Malaysia issuing trust certificates. 1Malaysia will purchase the asset from the Federal Lands Commissioner. The asset consists of 12 government-owned hospitals throughout Malaysia. 1Malaysia will then lease the asset to Malaysia for a period corresponding to the duration of the proposed trust certificates. 1Malaysia will hold these assets in trust for the holders of the trust certificates. The lease rental payments from Malaysia to 1Malaysia will match the periodic distribution payments payable on the proposed trust certificates. On the scheduled dissolution, Malaysia will undertake irrevocably to purchase all rights, benefits, and entitlements in and to the asset at the agreed exercise price, which will fund the dissolution distribution amounts payable to holders of the proposed trust certificates. www.standardandpoors.com/ratingsdirect 3
Rationale (1Malaysia Sukuk Global Bhd.) The 'A-' preliminary rating on 1Malaysia Sukuk Global Bhd.'s (1Malaysia) planned issuance of U.S.-dollar-denominated benchmark size trust certificates reflects the credit risk of the Malaysia sovereign. The rating is underpinned by the strength of transaction documentations, including the lease and purchase undertaking agreements. Under these agreements, the sovereign as the lessee is obliged to make all payments needed to ensure that the 1Malaysia has funds sufficient to pay the certificate holders. The rating is also supported by the importance of Islamic instruments as a funding source for Malaysia. Standard & Poor's Ratings Services' decision to rate this issue on par with the sovereign's commercial financial obligations takes into account representations of the Federation (made in the lease and purchase agreements), indicating that all payments under the transaction rank pari passu with senior unsecured debt obligations of Malaysia. These representations are further substantiated by a cross-default clause on all material (above US$50 million) external debt obligations of Malaysia. The 'A-' preliminary rating on the proposed 1Malaysia trust certificates reflects the following: The same priority as Malaysia's other senior unsecured obligations and cross-default against Malaysia's material public external debts. Malaysia, as the lessee, makes periodic rental payments to the issuer under the "Lease Agreement," which funds the periodic distribution payments on the proposed trust certificates. The final sale of assets upon dissolution funds the redemption of trust certificates. We expect these payments to be accorded the same priority as Malaysia's other unsecured and unsubordinated debt, as specified in the purchase undertaking agreement. Malaysia's irrevocable undertaking to buy the asset at the end of the transaction. On the scheduled dissolution, Standard & Poor s RatingsDirect on the Global Credit Portal May 20, 2010 4
Malaysia will purchase all rights, benefits, and entitlements in and to the asset at the agreed exercise price, which will fund the dissolution distribution amounts payable to the proposed trust certificate holders. No liabilities other than those under the transaction. The issuer, 1Malaysia, has been incorporated solely for participating in the transactions and will not incur any substantial liabilities other than those in connection with the trust certificates. This should help ensure that all payments made by the Federation to 1Malaysia are, in turn, available for payments to certificate holders. The payments by 1Malaysia are funded net of any deduction or withholding out of the lease payments to the proposed trust. The likelihood of the "total loss" event is low/negligible. The number and geographical dispersion of properties constituting the underlying "asset" mitigate the risk of "total loss" to the certificate holders. However, in the unlikely event that total loss occurs and insurance fails to cover the full distribution amount, the Federation, in its capacity as servicing agent, is obliged under the terms of the lease to make up any potential shortfall. Standard & Poor's has not evaluated the insurance coverage, and the rating on the Sukuk does not rely on this insurance coverage. The redemption undertaking agreement gives Malaysia flexibility to reduce the amount of assets held by 1Malaysia after a corresponding buy-back of Sukuk certificates outstanding (before the scheduled dissolution date). Standard & Poor's will monitor the development of the asset composition and the implication on the likelihood of such total loss event. No reference to Sharia compliance for the purposes of creditworthiness evaluation. Standard & Poor's has not evaluated whether the certificates are Sharia-compliant. The rating is based solely on Standard & Poor's assessment of the likelihood of timely and full repayment of the said trust certificates. Rationale (Malaysia) The sovereign credit ratings on Malaysia are supported by strong external liquidity, net external creditor position, and a diversified and competitive economy. The ratings are constrained by sustained fiscal deficits, moderately high and increasing general government net debt and a moderately high level of contingent liabilities. The country's foreign reserves was more than US$96 billion at the end of April 2010, and was sufficient to finance 6.5 months of current account payments. Malaysia's open, diversified, and competitive economy is underpinned by a moderately flexible labor market, reasonably well-developed infrastructure, ample support industries, and a high savings rate (gross domestic savings were 31% of GDP in 2009). The country also has a deep bond market, reducing its reliance on external financing. As in many Asian countries, the Malaysian economy is on the way to economic recovery. We expect Malaysia's GDP to return to 5.5% positive growth in 2010 after contracting 1.7% in 2009. The government's economic policies are generally pragmatic. It has made efforts to enhance transparency and corporate governance, thereby helping to improve Malaysia's business environment. Malaysia's credit standing, however, is constrained by its weaker fiscal position compared with most of its similarly rated peers. The general government fiscal deficit has increased to 7.5% in 2009 and was boosted by the economic stimulus packages in the supplemental budgets. The budget for 2010, announced in October 2009, surprised many observers as it mentioned the aim to reduce the central government's fiscal deficit to 5.6% of GDP. This proposed reduction indicates the government's strong commitment to fiscal consolidation. Nevertheless, we see some risk of higher deficits than budgeted in 2010, depending on such factors as global economic conditions and the progress of Malaysia's economic recovery. We expect the country's gross general government debt to rise to 51% of GDP in www.standardandpoors.com/ratingsdirect 5
2010, from 39% in 2008. This level would be well above the 'A' rating category median. Excluding government bonds held by public pension and social insurance funds, net general government debt would be in line with the 'A' rating category median. The high contingent liabilities, primarily from the inefficiencies of government-related entities (GREs) and the government tendency to support GREs in case of emergency, have been one of the constraining factors of the sovereign ratings of Malaysia. However, with the change of policies of the government and Khazanah Nasional (the state holding company), GREs have generally been improving their efficiency and profitability in the past several years. The government is planning to boost this process further, through privatization, divestments, mergers and closures. If Malaysia is successful in pursuing these policies, its public sector contingent liabilities could be further reduced. Outlook The stable outlook reflects Standard & Poor's expectation that, despite Malaysia's increased fiscal deficit and the resulting delay in fiscal consolidation, the government will be able to refinance without a significant increase in interest rates or negative economic implications. We may lower the rating on Malaysia if the current economic downturn is prolonged and the government's efforts to boost the economy increase the size of its deficits, resulting in higher net debt. Conversely, we may raise the rating on Malaysia if stronger growth and efforts to rationalize spending result in lower-than-expected deficits to the extent that government debt outstanding declines significantly. Table 1 Malaysia--Selected Indicators 2007 2008 2009 2010e 2011f 2012f 2013f Median A GDP per capita ($) 7,008.3 8,197.2 6,935.0 7,695.9 8,317.6 9,016.4 9,016.4 19,357.0 Real GDP (% change) 6.3 4.6 (1.7) 5.5 5.2 5.5 5.5 3.3 Real GDP per capita (% change) 4.4 2.9 (3.8) 3.7 3.4 3.7 3.7 1.9 General government balance (% of GDP) (3.3) (5.0) (7.5) (6.0) (5.5) (5.2) (5.2) (3.9) General government debt (% of GDP) 41.8 41.6 49.9 51.7 52.8 53.4 53.4 39.1 Net general government debt (% of GDP) General government interest exp. (% of revenues) Domestic credit to private sector & NFPEs* (% of GDP) Consumer price index (average; % change) Gross ext. financing needs (% of CARs and usable reserves) 34.1 34.7 43.1 45.5 47.2 48.2 48.2 24.4 8.1 7.0 9.5 11.8 12.5 12.5 12.5 6.5 115.7 112.9 129.8 126.3 123.7 121.0 121.0 87.3 2.0 5.4 0.6 2.2 2.7 3.0 3.0 2.1 N.A. N.A. N.A. N.A. N.A. N.A. N.A. 93.1 Current account balance (% of GDP) 15.7 17.5 16.7 14.9 14.1 12.3 12.3 4.6 Narrow net external debt (% of CARs) (29.8) (13.3) (17.9) (21.5) (25.0) (28.4) (28.4) (9.8) *Standard & Poor's estimates that, in a reasonable worst-case economic downturn, gross problematic assets could reach 10-20% of domestic credit to the private sector and NFPEs; see "Banking Industry Country Risk Assessments", published monthly on RatingsDirect. Gross external financing needs are defined as current account outflows plus short-term debt by remaining maturity. Narrow net external debt is defined as the stock of foreign and local currency public and private sector borrowings from nonresidents (including nonresident deposits in resident banks) minus liquid nonequity external assets, which include official foreign exchange reserves, other liquid public sector foreign assets, and financial institutions' deposits with and lending to nonresidents. A negative number indicates net external lending. f--forecast. e--estimate. NFPEs--Nonfinancial public sector enterprises. CARs--Current account receipts. Standard & Poor s RatingsDirect on the Global Credit Portal May 20, 2010 6
Table 2 Malaysia--Economic And Financial Indicators 2007 2008 2009 2010e 2011f 2012f Nominal GDP (bil. MYR) 639.8 738.7 674.4 737.1 804.9 882.3 Nominal GDP (bil. $) 186.1 221.4 191.4 216.0 237.4 261.8 GDP per capita ($) 7,008.3 8,197.2 6,935.0 7,695.9 8,317.6 9,016.4 Real GDP (% change) 6.3 4.6 (1.7) 5.5 5.2 5.5 Real GDP per capita (% change) 4.4 2.9 (3.8) 3.7 3.4 3.7 Real domestic demand (% change) 8.9 1.0 0.4 8.4 7.1 7.7 Real investment (% change) 9.2 0.8 (5.5) 3.5 5.3 6.3 Gross domestic investment (% of GDP) 21.7 19.1 14.0 17.9 19.6 20.5 Gross domestic savings (% of GDP) 37.4 36.7 30.7 32.8 33.6 32.7 Real exports (% change) 4.1 1.3 (10.1) 4.8 5.9 5.6 Unemployment rate (average claimant count; %) 3.2 3.3 3.9 3.7 3.5 3.3 Real GDP per employee growth (%) 4.0 3.0 (1.8) 3.2 2.6 2.8 Consumer price index (% change) 2.0 5.4 0.6 2.2 2.7 3.0 Domestic credit to private sector & NFPEs (% change) 7.9 12.6 5.0 6.4 6.9 7.2 Domestic credit to private sector & NFPEs (% of GDP) 115.7 112.9 129.8 126.3 123.7 121.0 f--forecast. e--estimate. NFPEs--Nonfinancial public sector enterprises. MYR--Malaysian ringgit. Table 3 Malaysia--Fiscal Indicators 2007 2008 2009 2010e 2011f 2012f (% of GDP) General government revenues 24.9 24.6 23.4 20.5 21.6 22.4 Of which central government 21.9 21.6 24.0 20.4 20.7 20.9 General government expenditures 28.2 29.6 30.9 26.5 27.1 27.6 Of which central government 25.1 26.5 31.6 26.4 26.2 26.1 General government balance (3.3) (5.0) (7.5) (6.0) (5.5) (5.2) Of which central government (3.2) (4.8) (7.6) (6.0) (5.5) (5.2) Of which local authorities (0.05) (0.03) (0.06) (0.04) (0.01) 0.03 General government primary balance (1.3) (3.3) (5.2) (3.6) (2.8) (2.4) Central government primary balance (1.2) (3.1) (5.6) (4.1) (3.5) (3.1) General government balance (% of revenues) (13.2) (20.4) (31.9) (29.5) (25.5) (23.1) General gov't interest payments (% of revenues) 8.1 7.0 9.5 11.8 12.5 12.5 Central gov't interest payments (% of revenues) 9.2 8.0 8.3 9.4 9.8 10.1 General government debt 41.8 41.6 49.9 51.7 52.8 53.4 Of which central government debt 41.7 41.5 49.8 51.5 52.6 53.3 General government net debt 34.1 34.7 43.1 45.5 47.2 48.2 Of which central government net debt 34.0 34.6 42.9 45.3 47.0 48.1 f--forecast. e--estimate. www.standardandpoors.com/ratingsdirect 7
Table 4 Malaysia--External Indicators 2007 2008 2009 2010e 2011f 2012f (% of GDP) Current account balance 15.7 17.5 16.7 14.9 14.1 12.3 Trade balance 20.0 23.1 21.0 19.1 17.9 16.5 Net foreign direct investment (1.4) (3.5) (3.7) (2.8) (2.5) (2.3) (% of CARs) Current account balance 13.4 16.1 16.2 14.8 14.0 12.4 Net external liabilities (6.3) (10.3) (18.7) (28.3) (36.7) (43.8) Gross external debt 30.1 31.6 39.7 36.8 34.1 32.0 General government external debt 0.07 0.06 0.07 0.09 0.08 0.08 Narrow net external debt* (29.8) (13.3) (17.9) (21.5) (25.0) (28.4) Net public sector external debt (34.3) (24.7) (30.9) (29.7) (31.3) (33.4) Net nonfinancial private sector external debt (3.5) 1.2 1.0 (0.6) (1.7) (1.4) Net financial sector external debt (1.3) 3.8 4.1 (0.4) (1.7) (2.9) Net investment payments 1.9 2.9 1.8 2.0 1.3 1.1 Net interest payments 0 0 0 (0.82) (0.95) (1.03) Reserves/CAPs (months) 5.3 6.0 6.7 6.2 5.9 5.8 Gross ext. financing needs (% of CARs and usable reserves) N/A N/A N/A N/A N/A N/A *Narrow net external debt is defined as the stock of foreign and local currency public and private sector borrowings from nonresidents (including nonresident deposits in resident banks) minus liquid nonequity external assets, which include official foreign exchange reserves, other liquid public sector foreign assets, and financial institutions' deposits with and lending to nonresidents. A negative number indicates net external lending. Gross external financing needs are defined as current account outflows plus short-term debt by remaining maturity. f--forecast. e--estimate. CARs--Current account receipts. CAPs--Current account payments. Standard & Poor s RatingsDirect on the Global Credit Portal May 20, 2010 8
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