Execution Copy the EXPORT-IMPORT BANK OF
Total Page:16
File Type:pdf, Size:1020Kb
Execution Copy THE EXPORT-IMPORT BANK OF KOREA as Issuer and DEUTSCHE BANK AG, TAIPEI BRANCH as Lead Manager BANK OF TAIWAN FUBON SECURITIES CO., LTD. KGI BANK PRESIDENT SECURITIES CORP. SHANGHAI COMMERCIAL & SAVINGS BANK, LTD. SINOPAC SECURITIES CORP. TAIPEI FUBON COMMERCIAL BANK CO., LTD. TAISHIN INTERNATIONAL BANK as Co-managers SUBSCRIPTION AGREEMENT in respect of US$400,000,000 Floating Rate Notes due 2023 THE EXPORT-IMPORT BANK OF KOREA US$25,000,000,000 Global Medium Term Note Programme [SEOUL 13211_2] THIS AGREEMENT is made on 12 March 2018 AMONG: (1) THE EXPORT-IMPORT BANK OF KOREA (the “Issuer”); (2) DEUTSCHE BANK AG, TAIPEI BRANCH (the “Lead Manager”); and (3) BANK OF TAIWAN, FUBON SECURITIES CO., LTD., KGI BANK, PRESIDENT SECURITIES CORP., SHANGHAI COMMERCIAL & SAVINGS BANK, LTD., SINOPAC SECURITIES CORP., TAIPEI FUBON COMMERCIAL BANK CO., LTD. and TAISHIN INTERNATIONAL BANK. (the “Co-managers” and, together with the Lead Manager, the “Managers”). WHEREAS (A) The Issuer has entered into an amended and restated dealer agreement dated 13 May 2016 (the “Dealer Agreement”) with the Dealers named therein respect of the Issuer’s US$25,000,000,000 Global Medium Term Note Programme (the “Programme”). All terms with initial capitals used herein without definition have the meanings given to them in the Dealer Agreement. (B) The Issuer proposes to issue US$400,000,000 aggregate principal amount of its floating rate notes due 2023 (the “Notes”), which expression, where the context so admits, shall include the Global Notes to be delivered in respect thereof, and the Managers wish to subscribe such Notes, on a firm commitment basis, at the Subscription Price (as defined in clause 3.1 of this Agreement). Definitive Notes, if any, will be in registered form in minimum denominations of US$200,000 with integral multiples of US$1,000 in excess thereof. The Notes priced on 8 March 2018. (C) The Notes which are offered and sold outside the United States to non-U.S. persons in reliance on Regulation S will be represented by beneficial interests in global certificate (the “Unrestricted Global Certificate”), in registered form, without coupons attached. The Unrestricted Global Certificate for the Notes will be deposited with Deutsche Bank AG, London Branch as common depositary (the “Common Depositary”) for Euroclear and Clearstream, Luxembourg and registered in the name of BT Globenet Nominees Limited as nominee for the Common Depositary on or about the Closing Date (as defined below). (D) Dual applications will be made by the Issuer to the Taipei Exchange (the “TPEx”) in the Republic of China (“ROC”) and the Singapore Exchange Securities Trading Limited (the “SGX”) in Singapore for the listing and trading of the Notes on the TPEx and the SGX, respectively. The Notes have not been, and shall not be, offered, sold or resold, directly or indirectly, to investors other than “professional institutional investors” as defined under Paragraph 2, Article 4 of the Financial Consumer Protection Act of the ROC and as detailed in Annex 1 (“Professional Institutional Investors”), subject to the terms of this Agreement. Purchasers of the Notes are not permitted to sell or otherwise dispose of the Notes except by transfer to a Professional Institutional Investor. IT IS AGREED as follows: 1. APPOINTMENT 1.1 In accordance with Clause 13.3 of the Dealer Agreement, the Issuer appoints each Manager (the “New Dealer”) as Dealer under the Dealer Agreement for the purposes of the issue of the Notes only and not for any other Tranche or Series under the Dealer Agreement. Each New Dealer 2 [SEOUL 13211_2] accepts its appointment under the Dealer Agreement and each New Dealer is hereby vested with all the authority, rights, powers, duties and obligations of a Dealer under the Dealer Agreement as if each New Dealer had originally been named a Dealer in the Dealer Agreement as set out in Clause 13.3 thereof, provided that following the Issue Date (as defined in clause 2.3 of this Agreement) each New Dealer shall have no further such authority, rights, powers, duties or obligations except for any which have accrued or been incurred prior to, or in connection with, the issue of the Notes. This Agreement shall, in relation to each New Dealer, be deemed to constitute each New Dealer’s confirmation and agreement to perform and comply with the duties and obligations assumed by it under the Dealer Agreement on the terms set out in this Agreement. 1.2 The Issuer hereby appoints the Lead Manager as the liquidity provider for providing quotations in respect of the Notes in accordance with Article 24-1 of the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds (the “Rules”) and other relevant regulations, and the Lead Manager hereby accepts such appointment and agrees to act as the liquidity provider in accordance with the Rules and other relevant regulations. The Lead Manager represents and undertakes that it has obtained, or will before the Issue Date obtain, all licenses, consents, approvals, authorisations, orders and clearances of all regulatory authorities required for it to provide such services. 1.3 The Issuer hereby appoints the Lead Manager as filing agent in the ROC in respect of the Notes, and the Lead Manager agrees that it will act as filing agent for the Issuer and assist the Issuer in (i) making the required reporting to the Central Bank of the Republic of China (Taiwan) (the “CBC”), (ii) filing with the TPEx in connection with the listing and trading of the Notes on the TPEx and (iii) submitting this Agreement and other documents as required by the Taiwan Securities Association (the “TSA”) for approval of recordation of this Agreement. 2. ISSUE OF THE NOTES 2.1 Dealer Agreement The Notes shall be issued pursuant to Clause 2.2 of the Dealer Agreement and on the terms of Clauses 3, 5 to 10 (but not 9.1), 12, 13.2, 14, 16, 17, 18 and 19 of the Dealer Agreement as modified by this Agreement. Unless otherwise defined in this Agreement, terms defined in the Dealer Agreement shall have the same meaning in this Agreement. References in the Dealer Agreement to “Notes” and “Dealers” shall be construed as references to the Notes and the Managers, respectively, for the purposes of this Agreement. 2.2 The Notes The Notes shall be in the form and have the terms set out in Schedule 1 Part D to the Agency Agreement as supplemented by the pricing supplement (the “Pricing Supplement”) dated the date of this Agreement relating to the Notes. The Issuer confirms it has prepared copies of the offering circular dated 12 May 2017 as supplemented by the Pricing Supplement (together, the “Offering Circular”), which it authorises the Managers to distribute in sufficient copies in connection with the offering and sale of the Notes. 2.3 Agreement to Issue Subject to the terms and conditions of this Agreement, the Issuer agrees to issue the Notes on 22 March 2018 (the “Closing Date”) or such later date as the Issuer and the Managers may agree (the “Issue Date”). The Notes shall be issued at the issue price of 100.00 per cent. of their principal amount (the “Issue Price”). 3 [SEOUL 13211_2] 2.4 Publicity The Issuer confirms the arrangements made on its behalf by the Lead Manager for announcements in respect of the Notes to be published on such dates and in such publications as it may agree with the Lead Manager. 3. AGREEMENT BY THE MANAGERS 3.1 Subscription The Managers severally but not jointly agree that they shall subscribe, on a firm commitment basis, for the principal amount of the Notes set out against its name as its underwriting commitment in Schedule 1 hereto on the Issue Date, on the terms set out herein, at a subscription price of 99.75 per cent. of the principal amount of the Notes (the “Subscription Price”), being the Issue Price less the Underwriting Commission. 3.2 Agreement Among Managers The execution of this Agreement by or on behalf of the Managers will constitute the acceptance by each Manager of the International Capital Market Association Standard Form Agreement Among Managers Version 1 (the “AAM”). The Managers further agree that references in the AAM to the “Lead Manager”, the “Joint Bookrunners” and the “Settlement Lead Manager” shall mean the Lead Manager and the “Managers” shall mean the Managers. The Managers agree as between themselves to amend the AAM as follows: (a) in Clause 1, the phrase “as agent of the Issuer” shall be deemed to be deleted; (b) in Clause 3, the term “Lead Manager” shall be deemed to refer to the Settlement Lead Manager; (c) the following sentence shall be deemed to be added to the end of Clause 3(2): “In addition, any profits incurred by the Settlement Lead Manager as a result of any action taken pursuant to this Clause shall be shared among the non-defaulting Managers (including the Settlement Lead Manager) in proportion to their Commitments or on such other basis as the Settlement Lead Manager considers, in its absolute discretion, to be fair.”; (d) Clause 7 shall be deemed to be deleted in its entirety and replaced with the following: “The Managers agree that any fees and expenses that are the joint responsibility of the Managers and payable by the Managers, and any out-of-pocket expenses that are the joint responsibility of the Managers and reimbursable but not reimbursed by the Issuer, shall be aggregated and allocated among the Managers pro rata to their respective Commitments and each Manager authorises the Settlement Lead Manager to charge or credit each Manager’s account for its