Offering Circular Dated 29 July 2010
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Offering Circular Dated 29 July 2010 SINGTEL GROUP TREASURY PTE. LTD. (incorporated with limited liability in the Republic of Singapore on 7 March 2001) Company Registration Number: 200101508W S$10,000,000,000 Guaranteed Euro Medium Term Note Programme guaranteed by SINGAPORE TELECOMMUNICATIONS LIMITED (incorporated with limited liability in the Republic of Singapore on 28 March 1992) Company Registration Number: 199201624D Under the Guaranteed Euro Medium Term Note Programme described in this Offering Circular (the “Programme”), SingTel Group Treasury Pte. Ltd. (the “Issuer”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Guaranteed Euro Medium Term Notes guaranteed by Singapore Telecommunications Limited (the “Guarantee” and the “Guarantor”, respectively) (the “Notes”). The aggregate nominal amount of Notes outstanding will not at any time exceed S$10,000,000,000 (or the equivalent in other currencies). Application has been made for permission to deal in, and for quotation of, any Notes which are agreed at the time of issue to be so listed on the Official List of the Singapore Exchange Securities Trading Limited (the “SGX-ST”). Such permission will be granted when the Notes have been admitted to the Official List of the SGX-ST. Unlisted series of Notes may also be issued pursuant to the Programme. The applicable Pricing Supplement (as defined herein) in respect of any issue of Notes will specify whether or not such Notes will be listed on the SGX-ST or any other stock exchange. There is no guarantee that the application to the SGX-ST will be approved. Listing of Notes on the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Guarantor, their respective subsidiaries and associated companies (the Guarantor and its subsidiaries taken as a whole hereafter, the “SingTel Group”), the Programme or the Notes. The SGX-ST takes no responsibility for the correctness of any statement made or opinions expressed or reports contained herein. Each Series (as defined in “Overview of the Programme — Method of Issue”) of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a “temporary Global Note”), or a permanent global note in bearer form (each a“permanent Global Note” and, together with the temporary Global Notes, the “Global Notes”) and will be sold in an “offshore transaction” within the meaning of Regulation S (“Regulation S”) under the United States Securities Act of 1933 (the “Securities Act”). Interests in a temporary Global Note generally will be exchangeable for interests in a permanent Global Note, or if so stated in the relevant Pricing Supplement, definitive Notes (“Definitive Notes”), after the date falling 40 days after the later of the commencement of the offering and the relevant issue date of such Tranche upon certification as to non-U.S. beneficial ownership. Interests in permanent Global Notes will be exchangeable for Definitive Notes as described under “Summary of Provisions Relating to the Notes while in Global Form”. The Notes of each Series to be issued in registered form (“Registered Notes”) will be represented by registered certificates (each a “Certificate”), one Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series. Registered Notes which are sold in an “offshore transaction” within the meaning of Regulation S (“Unrestricted Notes”), will initially be represented by a permanent registered global certificate (each an “Unrestricted Global Certificate”) without interest coupons, which may be deposited on the relevant issue date (a) with, and registered in the name of, CDP, or a common depositary for, and registered in the name of a nominee of, Euroclear and Clearstream, Luxembourg; and (b) in the case of a Series intended to be cleared through a clearing system other than, or in addition to, CDP or Euroclear and/or Clearstream, Luxembourg, or delivered outside a clearing system, as agreed between the relevant Issuer and the relevant Dealer. Registered Notes which are offered or sold in the United States to “qualified institutional buyers” (each, a “QIB”) within the meaning of Rule 144A (“Rule 144A”) under the Securities Act (“Restricted Notes”) will initially be represented by a permanent registered global certificate (each a “Restricted Global Certificate” and, together with the Unrestricted Global Certificate, the “Global Certificates”), without interest coupons, which may be deposited on the relevant issue date with a custodian (the “Custodian”) for, and registered in the name of Cede & Co. as nominee for, The Depository Trust Company (“DTC”). The provisions governing the exchange of interests in Global Notes for other Global Notes and Definitive Notes are described in “Summary of Provisions Relating to the Notes while in Global Form”. The Programme has been rated “Aa2” by Moody’s Investors Service, Inc. (“Moody’s”) and “A+” by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s”). Tranches of Notes (as defined in “Overview of the Programme — Method of Issue”) to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the ratings assigned to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Investing in Notes issued under the Programme involves certain risks. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Offering Circular. The Notes and the Guarantee 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 the Notes may include bearer notes that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold or, in the case of bearer notes, delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S). Arrangers and Dealers HSBC Morgan Stanley This page has been intentionally left blank. TABLE OF CONTENTS Page PRESENTATION OF FINANCIAL AND OTHER INFORMATION . ............. 8 DEFINITIONS........................................ ................... 9 OVERVIEWOFTHEPROGRAMME ............................. ............. 11 RISKFACTORS ........................................ ................. 17 TERMS AND CONDITIONS OF THE NOTES GOVERNED BY SINGAPORE LAW . 35 TERMS AND CONDITIONS OF THE NOTES GOVERNED BY ENGLISH LAW. 63 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM. 92 USEOFPROCEEDS ...................................... ............... 98 DESCRIPTIONOFTHEISSUER............................. ................ 99 DESCRIPTION OF SINGTELAND THE SINGTEL GROUP . ............ 100 CAPITALISATION ..................................... ................... 145 MANAGEMENT......................................... ................. 146 CLEARINGANDSETTLEMENT.............................. ................ 154 TAXATION........................................... ................... 160 SUBSCRIPTIONANDSALE ................................ ................ 164 TRANSFERRESTRICTIONS............................... ................. 169 FORMOFPRICINGSUPPLEMENT ............................ .............. 171 GENERALINFORMATION................................. ................. 179 INDEXTO FINANCIALSTATEMENTS......................... ................ F-1 1 The Issuer and the Guarantor accept responsibility for the information contained in this Offering Circular. To the best of the knowledge of the Issuer and the Guarantor (having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. This Offering Circular is to be read in conjunction with all documents which are incorporated herein by reference (see “Documents Incorporated by Reference”). No person has been authorised to give any information or to make any representation other than those contained in this Offering Circular in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor or any of the Dealers, the Arrangers, the Trustee or the Agents (as defined in “Overview of the Programme”). Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Guarantor since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Guarantor since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area or