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IMPORTANT You Must Read the Following Before Continuing. the Following Applies to the Preliminary Offering Circular (The Prelimi

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IMPORTANT You Must Read the Following Before Continuing. the Following Applies to the Preliminary Offering Circular (The Prelimi IMPORTANT You must read the following before continuing. The following applies to the preliminary offering circular (the Preliminary Offering Circular) following this page, and you are therefore required to read this carefully before reading, accessing or making any other use of the Preliminary Offering Circular. In accessing the Preliminary Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. THE FOLLOWING PRELIMINARY OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THIS PRELIMINARY OFFERING CIRCULAR MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) AND WITHIN THE UNITED STATES TO “QUALIFIED INSTITUTIONAL BUYERS” (QIBs) AS DEFINED IN AND PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (RULE 144A). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT 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. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT TO QIBs PURSUANT TO RULE 144A. Confirmation of your Representation: In order to be eligible to view this Preliminary Offering Circular or make an investment decision with respect to the securities, you must be either a person, other than a U.S. person (as defined in Regulation S), who is outside the United States or a QIB. By accepting the email and accessing this Preliminary Offering Circular, you shall be deemed to have represented to us that you and any customers you represent are not U.S. persons as defined in Regulation S or inside the United States, unless you are a QIB; the electronic mail address that you have given to us and to which this email has been delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any State of the United States or the District of Columbia, unless you are a QIB in the United States; and that you consent to the delivery of such Preliminary Offering Circular by electronic transmission. You are reminded that this Preliminary Offering Circular has been delivered to you on the basis that you are a person into whose possession this Preliminary 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 this Preliminary Offering Circular to any other person. Any 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 potential offering be made by a licensed broker or dealer and any underwriter or any affiliate of any underwriter is a licensed broker or dealer in that jurisdiction, any offering shall be deemed to be made by the underwriter or such affiliate on behalf of the Issuer in such jurisdiction. Under no circumstances shall this Preliminary Offering Circular constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Recipients of this Preliminary Offering Circular who intend to subscribe for or purchase the securities are reminded that any subscription or purchase may only be made on the basis of the information contained in the final offering circular. This Preliminary Offering Circular may only be communicated to persons in the United Kingdom in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 does not apply. This Preliminary 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 the Islamic Republic of Pakistan, Citigroup Global Markets Limited Deutsche Bank AG, London Branch, Dubai Islamic Bank PJSC, ICBC International Securities Limited, Noor Bank PJSC, Standard Chartered Bank, any person who controls any such persons, or any of their respective directors, officers, employees, agents or affiliates accepts any liability or responsibility whatsoever in respect of any difference between the Preliminary Offering Circular distributed to you in electronic format and the hard copy version available to you on request from Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Dubai Islamic Bank PJSC, ICBC International Securities Limited, Noor Bank PJSC or Standard Chartered Bank. PRELIMINARY OFFERING CIRCULAR DATED 20 NOVEMBER 2017 – SUBJECT TO AMENDMENT AND COMPLETION The President of the Islamic Republic of Pakistan for and on behalf of the Islamic Republic of Pakistan The Third Pakistan International Sukuk Company Limited (a public limited liability company incorporated in the Islamic Republic of Pakistan) U.S.$ Trust Certificates due Issue Price: per cent. The U.S.$ trust certificates due (the Certificates) of The Third Pakistan International Sukuk Company Limited (in its capacity as issuer, the Issuer) will be constituted by a declaration of trust (the Declaration of Trust) dated on or about 2017 among the Issuer, The President of the Islamic Republic of Pakistan for and on behalf of the Islamic Republic of Pakistan (the Government or in its capacity as obligor, the Obligor or in its capacity as lessee, the Lessee, or in its capacity as servicing agent, the Servicing Agent) and The Law Debenture Trust Corporation p.l.c. (the Delegate). Pursuant to the Declaration of Trust, the Issuer (in its capacity as the trustee for and on behalf of the Certificateholders (as defined herein), the Trustee) will declare that it will hold the Trust Assets (as defined herein) upon trust (the Trust) absolutely for the holders of the Certificates pro rata according to the face amount of Certificates held by each Certificateholder in accordance with the Declaration of Trust and the terms and conditions of the Certificates (the Conditions). On and in each year, commencing on 2018 (each, a Periodic Distribution Date), the Issuer will pay Periodic Distribution Amounts (as defined definitive terms of the transactions described herein will be in final herein) to Certificateholders calculated at the rate of per cent. per annum on the outstanding face amount of the Certificates as at the beginning of the relevant Return Accumulation Period (as defined herein) on a 30/360 day basis. The cular shall not, and is not intended to, constitute or contain an offer invitation to sell The Issuer will pay such Periodic Distribution Amounts solely from the proceeds received in respect of the Trust Assets which include rental payments by the Lessee under the Lease Agreement (as defined herein). Unless previously redeemed in the circumstances described in Condition 9, the Certificates will be redeemed on (the Scheduled Dissolution Date) at the Dissolution Distribution Amount (as defined herein). The Issuer will pay Dissolution Distribution Amounts solely from the proceeds received in respect of the Trust Assets which include payments by the Government under the Purchase Undertaking (as e final form of this offering circular. defined herein). The Certificates are limited recourse obligations of the Issuer. An investment in the Certificates involves certain risks. For a discussion of these risks, see “Risk Factors” beginning on page 23. Preliminary Offering Cir The Certificates are expected to be assigned a rating of ‘B3’ by Moody’s Investors Service, Inc. (Moody’s) and a rating of ‘B’ by Standard & Poor's Rating Services (Standard & Poor's). Moody's and Standard & Poor's are not established in the European Union and have not applied for registration under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). The ratings have been endorsed by Moody's Investors Service Ltd. and Standard & citation to buy any of the Notes. Poor's Credit Market Services Europe Limited, respectively, in accordance with the CRA Regulation. Moody's Investors Services Ltd. and Standard & Poor's Credit Market Services Europe Limited are established in the European Union and registered under the CRA Regulation. As such Moody's Investors Service Ltd. and Standard & Poor's Credit Market Services Europe Limited are included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. The European Securities and Markets Authority has indicated that ratings issued in the USA which have been endorsed by Moody's Investors Service Ltd. and Standard & Poor's Credit Market Services Europe Limited may be used in the EU by the relevant market participants. A rating is not a recommendation to buy, sell or hold the Certificates (or beneficial interests therein), does not address the likelihood or timing of payment and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Application has been made to admit the Certificates to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange’s Euro MTF market (the Euro MTF Market). The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC.
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