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Printmgr File INFORMATION MEMORANDUM DATED 16 APRIL 2013 HSBC INSTITUTIONAL TRUST SERVICES (SINGAPORE) LIMITED (IN ITS CAPACITY AS TRUSTEE OF SABANA SHARI’AH COMPLIANT INDUSTRIAL REAL ESTATE INVESTMENT TRUST) (Incorporated in the Republic of Singapore on 24 February 1949) (UEN/Company Registration No. 194900022R) (as Obligor) SABANA SUKUK PTE. LTD. (Incorporated in the Republic of Singapore on 15 February 2013) (UEN/Company Registration No. 201304223G) (as Issuer) a wholly-owned subsidiary of abana SHARI’AH COMPLIANT REIT managed by Sabana Real Estate Investment Management Pte. Ltd. (Company Registration Number 201005493K) SABANA SHARI’AH COMPLIANT INDUSTRIAL REAL ESTATE INVESTMENT TRUST (a real estate investment trust constituted on 29 October 2010 under the laws of the Republic of Singapore) S$500,000,000 Multicurrency Islamic Trust Certificates Issuance Programme (the “Programme”) This Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”). Accordingly, this Information Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of trust certificates (the “Trust Certificates”) to be issued from time to time by Sabana Sukuk Pte. Ltd. (the “Issuer”) pursuant to the Programme may not be circulated or distributed, nor may the Trust Certificates be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Trust Certificates are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Trust Certificates pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. Application has been made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to deal in and quotation for any Trust Certificates which are agreed at the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Trust Certificates have been admitted to the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the Official List of the SGX-ST and quotation of any Trust Certificates on the SGX-ST is not to be taken as an indication of the merits of the Issuer, HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust (“Sabana REIT”)) (the “Obligor”), Sabana REIT and its subsidiaries and associated companies (if any), the Programme or such Trust Certificates. Arranger and Dealer CIMB BANK BERHAD (Company No. 13491-P) TABLE OF CONTENTS Page NOTICE 1 FORWARD-LOOKING STATEMENTS 4 DEFINITIONS 5 CORPORATE INFORMATION 18 SUMMARY OF THE PROGRAMME 20 STRUCTURE DIAGRAM AND CASH FLOWS 31 TERMS AND CONDITIONS OF THE TRUST CERTIFICATES 33 THE ISSUER 76 BUSINESS OF SABANA REIT 77 SHARI’AH COMPLIANCE OF SABANA REIT 125 SUMMARY OF PRINCIPAL TRANSACTION DOCUMENTS 135 INVESTMENT CONSIDERATIONS 143 USE OF PROCEEDS 165 CLEARING AND SETTLEMENT 166 SINGAPORE TAXATION 168 SUBSCRIPTION, PURCHASE AND DISTRIBUTION 171 FORM OF PRICING SUPPLEMENT IN RELATION TO THE TRUST CERTIFICATES 173 APPENDICES I: GENERAL AND OTHER INFORMATION A-I-1 II: INDEX TO THE AUDITED FINANCIAL STATEMENTS OF SABANA REIT AND ITS SUBSIDIARY FOR THE YEAR ENDED 31 DECEMBER 2012 A-II-1 i NOTICE CIMB Bank Berhad (the “Arranger”) has been authorised by the Issuer to arrange the Programme described herein. Under the Programme, the Issuer may, subject to compliance with all relevant laws, regulations and directives, from time to time issue Trust Certificates denominated in Singapore dollars and/or any other currencies. This Information Memorandum contains information with regard to the Issuer, the Obligor, Sabana REIT, Sabana REIT’s subsidiaries and associated companies (if any) and the Trust Certificates. The Issuer, having made all reasonable enquiries, confirms that this Information Memorandum contains all information relating to the Issuer, the Obligor, the Manager (as defined herein), Sabana REIT and the assets of Sabana REIT, which is material in the context of the Programme and the issue and offering of the Trust Certificates, that the information contained herein is true and accurate in all material respects, the opinions, expectations and intentions expressed in this Information Memorandum have been carefully considered, and that there are no other facts the omission of which in the context of the Programme and the issue and offer of the Trust Certificates would or might make any such information or expressions of opinion, expectation or intention misleading in any material respect. The Obligor, having made all reasonable enquiries, confirms that this Information Memorandum contains true and accurate disclosure of all material facts regarding Sabana REIT, the Manager, itself and the assets of Sabana REIT, and that there are no other facts the omission of which in the context of the Programme and the issue and offer of the Trust Certificates would or might make any such information misleading in any material respect. The Trust Certificates will be issued in registered form and may be listed on a stock exchange. The Trust Certificates will initially be represented by a global certificate which will be deposited on the issue date with either the Depository (as defined herein) or a common depositary for Euroclear Bank S.A./ N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) or otherwise delivered as agreed between the Issuer and the relevant Dealer (as defined herein). Subject to compliance with all relevant laws, regulations and directives, the Trust Certificates may (a) have maturities of such tenor as may be agreed between the Issuer and the relevant Dealer (as defined below) and (b) the Trust Certificates may be subject to redemption or purchase in whole. The Trust Certificates will bear Periodic Distribution Amounts at a fixed rate, floating rate, variable rate or at a zero rate agreed between the Issuer and the relevant Dealer. The Trust Certificates will be redeemed at the Dissolution Distribution Amount, the Early Dissolution Amount, the Dissolution Distribution (Put) Amount or the Optional Dissolution Distribution (Call) Amount, in each case with terms as specified in the applicable Pricing Supplement (as defined herein) issued in relation to each series of Trust Certificates. Details applicable to each series of Trust Certificates will be specified in the applicable Pricing Supplement which is to be read in conjunction with this Information Memorandum. The maximum aggregate principal amount of the Trust Certificates to be issued, when added to the aggregate principal amount of all Trust Certificates outstanding (as defined in the Master Trust Deed referred to below) shall be S$500,000,000 (or its equivalent in any other currencies) or such higher amount as may be notified by the Issuer pursuant to the terms of the Programme Agreement (as defined herein). No person has been authorised to give any information or to make any representation other than those contained in this Information Memorandum and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Obligor, the Arranger, any of the Dealers or the Trustee (as defined herein). Save as expressly stated in this Information Memorandum, nothing contained herein is, or may be relied upon as, a promise or representation as to the future performance or policies of the Issuer, the Obligor, Sabana REIT or any of its subsidiaries, associated companies (if any) or joint venture companies (if any). Neither this Information Memorandum nor any other document or information (or any part thereof) delivered or supplied under or in relation to the Programme or the issue of any Trust Certificates may be used for the purpose of, and does not constitute an offer of, or solicitation or invitation by or on behalf of the Issuer, the Obligor, the Arranger, any of the Dealers or the Trustee to subscribe for or purchase, the Trust Certificates in any jurisdiction or under any circumstances in which such offer, solicitation or invitation is unlawful, or not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation.
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