Preliminary Pricing Supplement Strictly Confidential
Total Page:16
File Type:pdf, Size:1020Kb
SUBJECT TO AMENDMENT AND COMPLETION DATED 1 FEBRUARY 2021 PRELIMINARY PRICING SUPPLEMENT STRICTLY CONFIDENTIAL Pricing Supplement dated [•] 2021 EU PRIIPs Regulation / Prohibition of sales to EEA retail investors – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. is not an offer to sell nor is it an offer to buy securities in securities buy to offer an is it nor sell to offer an is not inary Pricing Supplement except on the basis of information information basis of on the except Supplement Pricing inary UK PRIIPs Regulation / Prohibition of sales to UK retail investors – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or r sale. The definitive terms of the transaction described herein will herein described transaction the of definitive terms The r sale. otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA which were relied on immediately before exit day to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them lement. lement. available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. pp Su g Surbana Jurong Private Limited Issue of S$[•] [•]% Sustainability-Linked Notes due [•] under the U.S.$1,000,000,000 Multicurrency Debt Issuance Programme The document constitutes the Pricing Supplement relating to the issue of the Sustainability- Linked Notes (the "Notes") described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Offering Circular dated 14 September 2018. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular. The information in this Preliminary Pricing Supplement is not complete and may be changed. This Preliminary Pricing Supplement Supplement Pricing Preliminary This changed. be may and complete not is Supplement Pricing Preliminary this in information The any jurisdiction where such offer or sale is not permitted or to any person or entity to whom it is unlawful to make an offer o an offer make to it is unlawful to whom or entity to any person or permitted is not or sale offer such where jurisdiction any in this Prelim to referred securities for any subscribe not should Investors Pricing Supplement. final form in the described be this Pricin of version final the of combination in the contained - 1- 17-41009854 The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) except in certain transactions exempt from the registration requirements of the Securities Act. If certain sustainability targets are not met during the term of the Notes and following the occurrence of a Premium Trigger Event (as defined in Condition 6A (Premium Payment)), the Issuer shall pay an amount to the Noteholders calculated in accordance with such Condition. Investors should have regard to the "Description of the Sustainability Targets", which describes the basis on which the Issuer and the External Verifier (as defined in Condition 6A(b) (Interpretation)) will assess whether the sustainability targets have been met. Such sustainability targets will be based on sustainability improvements of the Issuer and its subsidiaries. Where interest, discount income, prepayment fee, redemption premium or break cost is derived from any of the Notes by any person who is not resident in Singapore and who carries on any operations in Singapore through a permanent establishment in Singapore, the tax exemption available for qualifying debt securities (subject to certain conditions) under the Income Tax Act, Chapter 134 of Singapore (the "ITA"), shall not apply if such person acquires such Notes using the funds and profits of such person's operations through a permanent establishment in Singapore. Any person whose interest, discount income, prepayment fee, redemption premium or break cost derived from the Notes is not exempt from tax (including for the reasons described above) shall include such income in a return of income made under the ITA. Notification under Section 309B of the SFA – The Notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and "Excluded Investment Products" (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). 1. (i) Issuer: Surbana Jurong Private Limited 2. (i) Series Number: 002 (ii) Tranche Number: 001 3. Specified Currency or Currencies: Singapore dollars ("S$") 4. Aggregate Nominal Amount: S$[•] (i) Series: S$[•] (ii) Tranche: S$[•] - 2- 17-41009854 5. Issue Price: [100] per cent. of the Aggregate Nominal Amount 6. (i) Specified Denominations: S$250,000 (ii) Calculation Amount: S$250,000 7. (i) Issue Date: [•] 2021 (ii) Interest Commencement Issue Date Date: 8. Negative Pledge: Condition 5(a) 9. Maturity Date: Unless previously redeemed or purchased and cancelled, [•] 10. Interest Basis: [•] per cent. Fixed Rate (further particulars specified below) 11. Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount. 12. Change of Interest or Redemption/ Not Applicable Payment Basis: 13. Put/Call Options: Redemption for tax reasons 14. Date Board approval for issuance 4 September 2018 of Notes obtained PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions Applicable (i) Rate of Interest: [•] per cent. per annum payable semi-annually in arrear (ii) Interest Payment Date(s): [•] and [•] in each year, commencing [•] 2021, not adjusted (iii) Fixed Coupon Amount(s): Not Applicable (iv) Broken Amount(s): Not Applicable (v) Day Count Fraction: Actual/365 (Fixed) (vi) Other terms relating to the Applicable, see Schedule 1 hereto. method of calculating - 3- 17-41009854 interest for Fixed Rate Notes: 16. Floating Rate Note Provisions Not Applicable 17. Zero Coupon Note Provisions Not Applicable PROVISIONS RELATING TO REDEMPTION 18. Call Option Not Applicable. 19. Put Option Not Applicable 20. Final Redemption Amount S$250,000 per Calculation Amount 21. Early Redemption Amount Early Redemption Amount(s) per S$250,000 per Calculation Amount Calculation Amount payable on redemption for taxation reasons or on event of default: GENERAL PROVISIONS APPLICABLE TO THE NOTES 22. Form of the Notes: Registered Notes: Global Note Certificate exchangeable for Individual Note Certificates in the limited circumstances described in the Global Note Certificate. 23. Additional Financial Centre(s) or Not Applicable other special provisions relating to payment dates: 24. Talons for future Coupons to be No attached to Definitive Notes (and dates on which such Talons mature): 25. Any applicable currency Not Applicable disruption/ fallback provisions: 26. Other terms or special conditions: Not Applicable 27. Governing law: Singapore law LISTING AND ADMISSION TO TRADING 28. Listing/Admission to Trading: Singapore Exchange Securities Trading Limited - 4- 17-41009854 DISTRIBUTION 29. Method of distribution: Syndicated (i) Names of Dealers: DBS Bank Ltd. Australia and New Zealand Banking Group Limited (iii) Stabilising Manager(s): Not Applicable. 30. Total commission and concession: The Issuer has agreed to pay to the Dealer a management and underwriting commission based on the aggregate principal amount of the Notes. 31. U.S. Selling Restrictions: Reg. S Category 1 32. Additional selling restrictions: See Schedule 3 33. Prohibition of sales to EEA Applicable investors: OPERATIONAL INFORMATION 34.