Important Notice
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IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE THE UNITED STATES WHO ARE NOT U.S. PERSONS WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to this Prospectus, and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of this Prospectus. In accessing this Prospectus, 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. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR SOLICITATION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN TRANSACTIONS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THIS PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF U.S. SECURITIES LAWS 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 SECURITIES DESCRIBED THEREIN. No offers of the securities may be made in, or to any person domiciled in, or having their registered office located in, any jurisdiction within the European Union or any member of the European Economic Area. Confirmation of Your Representation: In order to be eligible to view this Prospectus or make an investment decision with respect to the securities, investors must be outside the United States and not U.S. persons within the meaning of Regulation S under the Securities Act and, to the extent you purchase securities described in the attached Prospectus, you will be doing so pursuant to Regulation S under the Securities Act. By accepting the e-mail and accessing this Prospectus, you shall be deemed to have represented to Konooz Capital Limited (the Lead Arranger), Alkhair Capital (Dubai) Limited, Emirates NBD Capital Limited and Tabarak Investment Capital Limited (formerly Tabarak Investment Bank Ltd.) (together the Co-Arrangers and, with the Lead Arranger, the Arrangers) that (1) you and any customers you represent are outside the United States and that the e- mail address that you gave us and to which this e-mail has been delivered is not located in the United States and (2) that you consent to delivery of this Prospectus by electronic transmission. You are reminded that this Prospectus has been delivered to you on the basis that you are a person into whose possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If this is not the case, you must return this Prospectus to us immediately. You may not, nor are you authorised to, deliver or disclose (whether orally or in writing), in whole or in part, the contents of this Prospectus to any other person. The materials relating to this 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 this offering be made by a licensed broker or dealer and the Arrangers or any affiliate of the Arrangers is a licensed broker or dealer in that jurisdiction, this offering shall be deemed to be made by such Arrangers or their respective affiliates in such jurisdiction. This Prospectus 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 Gold Reserve Sukuk Limited, the Arrangers nor any affiliate, representative, director, officer, official, employee or agent of the foregoing accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus received by you in electronic format and the electronic version initially distributed or the hard copy available to you on request to the Arrangers. You are responsible for protecting against viruses and other destructive items. 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. SIN-#8256908-v1 1 Gold Reserve Sukuk Limited (incorporated with limited liability under the laws of the Dubai International Financial Centre) U.S.$5,000,000,000 Trust Certificate Issuance Programme Under the U.S.$ 5,000,000,000 trust certificate issuance programme (the Programme), Gold Reserve Sukuk Limited (in its capacity as issuer and as trustee, (the Trustee) for and on behalf of the holders of perpetual trust certificates issued under the Programme (the Certificates) (the Certificateholders)), subject to compliance with all applicable laws, regulations and directives, may from time to time issue the Certificates which will be constituted by (i) a master trust deed dated 1 December 2014 entered into between the Trustee and Citibank, N.A., London Branch as delegate of the Trustee (the Delegate, which expression shall include any co-delegate or any successor) (the Master Trust Deed) and (ii) a supplemental trust deed entered into between the Trustee and the Delegate in relation to the relevant Series (as defined herein) (the Supplemental Trust Deed). In accordance with the Trust Deed and the terms and conditions of the Certificates (the Conditions), the Trustee will hold the Wakala Assets (as defined herein) upon trust absolutely for the Certificateholders pro rata according to the Face Amount (as defined herein) of Certificates held by such Certificateholder in the relevant Series. The Certificates are perpetual securities in respect of which there is no fixed maturity date. The Certificates do not bear interest or profit. The maximum Aggregate Face Amount (as defined herein) of all Series from time to time outstanding under the Programme will not exceed U.S.$5,000,000,000, subject to increase as described herein. The proceeds of each Series will be used to buy one kilogramme Dubai good delivery gold bars in multiples of five, which will be held at Almas Tower Gold Vault at the Dubai Multi Commodities Centre (the DMCC). The Certificates of each Series will be issued in registered form and will be represented by either a single global certificate (each a Global Certificate) or Certificates in definitive form (each a definitive Certificate), but not both. Gold Bars (as defined herein) purchased in relation to Certificates of a particular Series (a) represented by a Global Certificate will be held at the DMCC in “undivided” form (i.e. the Gold Bars will be allocated to the Series as a whole until redemption of a particular Certificate); and (b) in definitive form will be held at the DMCC in “allocated” form (i.e. each Gold Bar will be allocated to a particular definitive Certificate). Each Certificateholder on a Quarter End Date (as specified in the pricing supplement issued by the Trustee with respect to a Series (the applicable Pricing Supplement)) shall be charged a management fee by the Trustee relating to each Certificate held by that Certificateholder on such Quarter End Date (the Management Fee). Certificates may be redeemed in cash or by way of physical delivery of the Gold Bars at the option of a Certificateholder on any Business Day (as defined herein). The Certificates may not be redeemed at the Trustee’s option, except that, if the Management Fee payable on a Certificate is not paid with respect to two consecutive Quarter End Dates, such Certificate shall be subject to compulsory redemption for cash by the Trustee in accordance with the Conditions (Compulsory Cash Dissolution). See “Structure and Cash Flows” for further details. The Certificates will be limited recourse obligations of the Trustee. An investment in Certificates issued under the Programme involves certain risks. For a discussion of these risks, see “Risk Factors”. This Prospectus complies with the requirements of Part 2 of the Markets Law (DIFC Law No. 1 of 2012) and Chapter 2 of the Markets Rules of the Dubai Financial Services Authority (the DFSA). This Prospectus has also been approved by the DFSA under the DFSA’s Markets Rule 2.6 and is therefore an Approved Prospectus for the purposes for the purposes of Article 14 of the Markets Law (DIFC Law No.1 of 2012). Application has also been made to the DFSA for Certificates issued under this Programme during the period of 12 months from t he date of this Prospectus to be admitted to the official list of securities maintained by the DFSA (the DFSA’s Official List) and to Nasdaq Dubai for such Certificates to be admitted to trading on Nasdaq Dubai. The DFSA has confirmed to the Trustee that the Certificates issued under this Programme will fall within its Market Rules and as such will be designated as Certificates over Commodities. References in this Prospectus to Certificates being listed (and all related references) shall mean that such Certificates have been admitted to trading on Nas daq Dubai and have been admitted to the DFSA’s Official List.