Equisar International Incorporated, SGOS Capital Holdings Sdn
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IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the offering circular dated 22 June 2011 (the “Offering Circular”) attached following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. By viewing the attached Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. The attached Offering Circular amends, restates and replaces in its entirety the Offering Circular dated 16 June 2011. THE NOTES ARE BEING OFFERED OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF NOTES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES AND THE GUARANTEES (EACH AS DEFINED IN THE OFFERING CIRCULAR) HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND, SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES. THE OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY ADDRESS IN THE UNITED STATES. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE NOTES DESCRIBED IN THE OFFERING CIRCULAR. Confirmation of your Representation: In order to be eligible to view the attached Offering Circular or make an investment decision with respect to the Notes described herein, investors must not be located in the United States (within the meaning of Regulation S under the Securities Act). The Offering Circular is being sent at your request, and by accepting the e-mail accessing the attached Offering Circular, you shall be deemed to have represented to us that (1) the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States (within the meaning of Regulation S under the Securities Act) and, to the extent you purchase the Notes described in the attached Offering Circular, you will be doing so pursuant to Regulation S under the Securities Act and (2) you consent to delivery of the Offering Circular and any amendments and supplements thereto by electronic transmission. You are reminded that the attached Offering Circular has been delivered to you on the basis that you are a person into whose possession the attached Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the attached Offering Circular, electronically or otherwise, to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Arranger (as defined below) or any affiliate of the Arranger is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Arranger or such affiliate in such jurisdiction. The attached Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of Goldman Sachs International (the “Arranger”), Equisar Sdn. Bhd., Equisar International Incorporated, SGOS Capital Holdings Sdn. Bhd., Sarawak International Incorporated or any person who controls the foregoing or any director, officer, employee or agent of the foregoing or any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Arranger. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. AMENDS, RESTATES AND REPLACES IN ITS ENTIRETY THE OFFERING CIRCULAR DATED 16 JUNE 2011 EQUISAR INTERNATIONAL INCORPORATED Company No. LL08196 (incorporated in the Federal Territory of Labuan, Malaysia with limited liability on 20 April 2011) Class A U.S.$302,000,000 6.628 per cent. Guaranteed and Secured Accreting Notes due 2026 Class B1 U.S.$348,000,000 6.628 per cent. Guaranteed and Secured Amortising Notes due 2026 Class B2 U.S.$150,000,000 6.628 per cent. Guaranteed and Secured Notes due 2026 unconditionally and irrevocably guaranteed by EQUISAR SDN. BHD. Company No. 941465-H (incorporated in Malaysia with limited liability on 21 April 2011) SGOS CAPITAL HOLDINGS SDN. BHD. Company No. 674869-D (incorporated in Malaysia with limited liability on 10 December 2004) and, upon the SII Guarantee (as defined below) being entered into and becoming effective, unconditionally and irrevocably guaranteed by SARAWAK INTERNATIONAL INCORPORATED Company No. LL04859 (incorporated in the Federal Territory of Labuan, Malaysia with limited liability on 14 June 2005) This document amends, restates and replaces in its entirety the Offering Circular dated 16 June 2011. The Class A U.S.$302,000,000 6.628 per cent. Guaranteed and Secured Accreting Notes due 2026 (the “Class A Notes”), the Class B1 U.S.$348,000,000 6.628 per cent. Guaranteed and Secured Amortising Notes due 2026 (the “Class B1 Notes) and the Class B2 U.S.$150,000,000 6.628 per cent. Guaranteed and Secured Notes due 2026 (the “Class B2 Notes” and, together with the Class B1 Notes, the “Class B Notes”) (the Class A Notes and the Class B Notes together are referred to as the “Notes”) will be issued by Equisar International Incorporated (the “Issuer”). Equisar Sdn. Bhd. (“HoldCo Guarantor”), which wholly owns the Issuer and SGOS Capital Holdings Sdn. Bhd. (“SGOS Guarantor” and, together with HoldCo Guarantor, the “Original Guarantors” and each an “Original Guarantor”) will unconditionally and irrevocably guarantee (the “Original Guarantees”), on a joint and several basis, the due payment of all amounts at any time becoming due and payable in respect of the Notes, the Note Trust Deed and the Issuer Security Deed (each as defined herein). Upon the SII Guarantee being entered into and becoming effective, Sarawak International Incorporated (“SII Guarantor”or“2015 Notes Issuer” and, together with the Original Guarantors, the “Guarantors”) will unconditionally and irrevocably guarantee (the “SII Guarantee” and, together with the Original Guarantees, the “Guarantees”), on a joint and several basis with HoldCo Guarantor, the due payment of all amounts at any time becoming due and payable in respect of the Notes, the Note Trust Deed and the Issuer Security Deed. The obligations of SGOS Guarantor under its guarantee (the “SGOS Guarantee”) shall be released and discharged upon the SII Guarantee being entered into and becoming effective, in accordance with the Note Trust Deed and the Deed of Accession and Release (each as defined herein). The State Government of Sarawak, acting through the State Financial Secretary, will issue on the Closing Date (as defined below) an annex letter (the “Annex Letter”) in favour of the Issuer, HoldCo Guarantor and SGOS Guarantor, under which it agrees to make certain contributions to “Government Contributions Towards Approved Agencies Trust Fund” (the “Government Fund”), and to procure such monies are paid to the Trust Fund Reserve Account (as defined herein) from time to time. Such monies will be used by the Issuer for payments under the Notes. The Annex Letter does not constitute a guarantee or letter of support by the State Government of Sarawak of the obligations of the Issuer or the Guarantors in respect of the Notes. As security for the payment of all monies payable by the Issuer in respect of the Notes, the Note Trust Deed and the Issuer Security Deed or the SIL Deed (as defined herein), the Issuer and SGOS Investment Ltd. (“SIL”) will grant certain security under the Issuer Security Deed and the SIL Deed respectively. See “Security, Accounts and SIL Swap Agreement”. The Class A Notes will bear interest at the rate of 6.628 per cent. per annum payable semi-annually in arrear on 15 June and 15 December in each year, commencing on 15 December 2011. The Class B1 Notes will bear interest at the rate of 6.628 per cent. per annum payable semi-annually in arrear on 15 June and 15 December in each year, commencing on 15 December 2011. The Class B2 Notes will bear interest at the rate of 6.628 per cent. per annum payable semi-annually in arrear on 15 June and 15 December in each year, commencing on 15 December 2011. Payments on the Notes will be made without deduction for or on account of taxes of the Federal Territory of Labuan, Malaysia (“Labuan”) or the Federation of Malaysia (“Malaysia”).