PETRONAS Capital Limited Petroliam Nasional Berhad
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OFFERING CIRCULAR (AND LUXEMBOURG LISTING PROSPECTUS) PETRONAS Capital Limited (incorporated in Labuan, Malaysia with limited liability) US$3,000,000,000 5.25% GUARANTEED NOTES DUE 2019 unconditionally and irrevocably guaranteed by Petroliam Nasional Berhad (incorporated in Malaysia with limited liability) PRICE 99.447% PLUS ACCRUED INTEREST, IF ANY, FROM AUGUST 12, 2009 The 5.25% Guaranteed Notes due 2019 in the aggregate principal amount of US$3,000,000,000 (the “Notes”) will be issued by PETRONAS Capital Limited (“PETRONAS Capital Limited” or the “Issuer”) and will be unconditionally and irrevocably guaranteed by Petroliam Nasional Berhad (“PETRONAS”). PETRONAS Capital Limited is a wholly-owned special purpose finance subsidiary of PETRONAS, which has been established for the purpose of issuing debt securities and other obligations from time to time to finance the operations of PETRONAS. PETRONAS Capital Limited will provide the proceeds of the offering to PETRONAS or its subsidiaries and associated companies. The Notes will be unsecured obligations of PETRONAS Capital Limited and will rank pari passu among themselves and with all of its other unsecured and unsubordinated obligations. PETRONAS’ guarantee (the “Guarantee”) will be an unsecured obligation of PETRONAS, will rank pari passu with its other unsecured and unsubordinated obligations and will be effectively subordinated to the secured obligations of PETRONAS and the obligations of its subsidiaries. Unless previously repurchased, cancelled or redeemed, the Notes will mature on August 12, 2019. The Notes will be redeemed at 100% of their principal amount plus accrued and unpaid interest, if any, on the maturity date. The Notes will bear interest at a rate of 5.25% per year, payable semi-annually in arrears on February 12 and August 12 of each year. The first interest payment in respect of the Notes will be made on February 12, 2010. The Notes will not be redeemable in whole or in part prior to maturity except upon the occurrence of certain events related to Malaysian or Labuan tax law. See “Description of the Notes—Special Tax Redemption.” Investing in the Notes involves risk. You should read “Risk Factors” beginning on page 13 before investing in the Notes. The Notes have been rated A- by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and A1 by Moody’s Investor Services, Inc. These credit ratings are not a recommendation to purchase, hold or sell the Notes and may be subject to suspension, change or withdrawal at any time by the assigning rating agencies. PETRONAS Capital Limited has received approval in-principle for (a) the listing and admission to trading of the Notes on the Labuan International Financial Exchange (the “Labuan Financial Exchange”) and (b) the listing of the Notes on Bursa Malaysia Securities Berhad (“Bursa Malaysia”) under an exempt regime pursuant to which the Notes will be listed but not quoted for trading (“Bursa Malaysia (Exempt Regime)”). PETRONAS Capital Limited and PETRONAS have also applied to list the Notes on the Official List of the Luxembourg Stock Exchange and for their admission to trading on the Euro MTF market of the Luxembourg Stock Exchange. The offering and settlement of the Notes are not conditional on obtaining any of the listings or admissions to trading described above. See “Risk Factors—Risks Relating to the Notes—A listing of the Notes on a securities exchange cannot be guaranteed.” This Offering Circular constitutes a prospectus for purposes of the Luxembourg law dated July 10, 2005 on Prospectuses for Securities. The Notes and the Guarantee have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)) except that they may be offered and sold outside the United States in reliance on Regulation S and within the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act (“Rule 144A”)) in reliance on Rule 144A. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the Notes may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions on offers and sales of the Notes and the distribution of this Offering Circular, see “Plan of Distribution” and “Transfer Restrictions.” Morgan Stanley & Co. International plc (the “Global Coordinator”), and CIMB Bank (L) Limited, Citigroup Global Markets Limited and Morgan Stanley & Co. International plc (together, the “Managers”) expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company on or about August 12, 2009. Global Coordinator Morgan Stanley Joint Bookrunners CIMB Citi Morgan Stanley August 12, 2009 TABLE OF CONTENTS Page Notice to Investors ..................................................................... ii Enforceability of Civil Liabilities .......................................................... v Available Information ................................................................... vi Presentation of Financial and Other Data .................................................... vii Forward-Looking Statements and Associated Risks ........................................... ix Summary ............................................................................. 1 Glossary of Oil and Gas Industry Terms .................................................... 11 Risk Factors ........................................................................... 13 Use of Proceeds ........................................................................ 18 Capitalization ......................................................................... 18 Selected Consolidated Financial Data ...................................................... 19 Management’s Discussion and Analysis of Financial Condition and Results of Operations ............. 22 Business ............................................................................. 37 PETRONAS Capital Limited ............................................................. 72 Management .......................................................................... 74 Share Ownership ....................................................................... 76 Relationship with the Government of Malaysia ............................................... 76 Description of the Notes ................................................................. 77 Taxation ............................................................................. 90 Plan of Distribution ..................................................................... 93 Transfer Restrictions .................................................................... 99 Validity of the Notes .................................................................... 103 Independent Auditors ................................................................... 103 General Information .................................................................... 104 Summary of Significant Differences Between FRSM and U.S. GAAP ............................. 106 Index to Financial Statements ............................................................. F-1 You should rely only on the information contained in this Offering Circular. PETRONAS and PETRONAS Capital Limited have not authorized anyone to provide you with information that is different. This Offering Circular may only be used where it is legal to sell the Notes. The information in this document may only be accurate at the date of this Offering Circular. i NOTICE TO INVESTORS For the sale of the Notes in the United States, PETRONAS and the Issuer are relying upon an exemption from registration under the Securities Act for an offer and sale of securities that do not involve a public offering. PETRONAS and the Issuer have prepared this Offering Circular solely for distribution to a limited number of qualified institutional buyers in the United States and certain investors outside the United States so they can consider a purchase of the Notes and for the (i) listing of the Notes on the Official List of the Luxembourg Stock Exchange and admission to trading on the Euro MTF market of the Luxembourg Stock Exchange, (ii) listing of the Notes on the Labuan Financial Exchange and admission to trading on the Labuan Financial Exchange and (iii) listing of the Notes on Bursa Malaysia (Exempt Regime). PETRONAS and the Issuer have not authorized the use of this Offering Circular for any other purpose. You should rely only on the information contained in this Offering Circular. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any U.S. state securities commission has approved or disapproved of the Notes or determined if this Offering Circular is accurate or complete. Any representation to the contrary is a criminal offense. The Luxembourg Stock Exchange takes no responsibility for the contents of this Offering Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss arising from or in reliance upon the whole or any part of the contents of this Offering Circular. None of PETRONAS, the Issuer or the Managers is making an offer to sell