Malaysia Sovereign Sukuk Berhad (The “Trustee”) in Such Jurisdiction
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IMPORTANT NOTICE This offering is available only to investors who are either (1) qualified institutional buyers (as defined below) under Rule 144A or (2) addressees outside of the United States. IMPORTANT: This e-mail is intended for the named recipient(s) only. If you are not an intended recipient, please delete this e-mail from your system immediately. You must read the following before continuing. The following applies to the offering memorandum (the “Offering Memorandum”) following this page and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering Memorandum, 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 described in the attached Offering Memorandum (the “Securities”) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), subject to certain exceptions, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. The Offering Memorandum 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 document in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Any investment decision should be made on the basis of the final terms and conditions of the Securities and the information contained in an offering memorandum that will be distributed to you prior to the closing date and not on the basis of the Offering Memorandum. If you have gained access to this transmission contrary to any the foregoing restrictions, you are not authorized and will not be able to purchase any of the Securities. Confirmation of your Representation: In order to be eligible to view the Offering Memorandum or make an investment decision with respect to the Securities, investors must be (a) qualified institutional buyers (“QIBs”) (within the meaning of Rule 144A under the Securities Act) or (b) located outside the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States or the district of Columbia. The Offering Memorandum is being sent at your request and, by accepting the email and accessing the Offering Memorandum, you shall be deemed to have represented to us that (i) you and any customers you represent are (A) QIBs (and to the extent you purchase Securities for the account of one or more persons, you exercise sole investment discretion as to such account, and you are doing so in transactions meeting the requirements of Rule 144A) or (B) outside the United States and that the electronic mail address that you gave us and to which this e-mail has been delivered is not being accessed in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States or the District of Columbia and, to the extent that you purchase the Securities, you will be doing so pursuant to Regulation S and (ii) that you consent to delivery of such Offering Memorandum by electronic transmission. The Offering Memorandum has been delivered to you on the basis that you are a person into whose possession the Offering Memorandum 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 the Offering Memorandum to us immediately. You must not deliver or disclose the contents of the Offering Memorandum to any other person. The materials relating to the 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 the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of Malaysia Sovereign Sukuk Berhad (the “Trustee”) in such jurisdiction. The Offering Memorandum 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 the Trustee, the Government of Malaysia, CIMB Investment Bank Berhad, The Hongkong and Shanghai Banking Corporation Limited or Standard Chartered Bank, nor any person who controls any of them nor any director, officer, employee nor agent of any of them or affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Offering Memorandum distributed to you in electronic format and the hard copy version available to you on request from CIMB Investment Bank Berhad, The Hongkong and Shanghai Banking Corporation Limited or Standard Chartered Bank. 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. The information in the Offering Memorandum is incomplete and may be changed. The Offering Memorandum is not an offer to sell these securities and is not a solicitation of an offer to buy these securities in any jurisdiction where such offer or sale is prohibited. Malaysia Sovereign Sukuk Berhad (Company No. 1136482-X) (established in Malaysia with limited liability) US$1,000,000,000 Trust Certificates due 2025 US$500,000,000 Trust Certificates due 2045 Issue Price for the Series 1 Certificates: 100 per cent. Issue Price for the Series 2 Certificates: 100 per cent. The US$1,000,000,000 Trust Certificates due 2025 (the “Series 1 Certificates”) and the US$500,000,000 Trust Certificates due 2045 (the “Series 2 Certificates” and together with the Series 1 Certificates, the “Certificates”) of Malaysia Sovereign Sukuk Berhad (Company No. 1136482-X) (the “Trustee”) will each be constituted by a declaration of trust (the “Declaration of Trust”) dated on or about April 22, 2015 (the “Closing Date”) between the Trustee and Citicorp International Limited (the “Delegate”). Pursuant to each Declaration of Trust, the Trustee (in its capacity as the trustee for and on behalf of the relevant Certificateholders (as defined herein)) will declare that it will hold the relevant Trust Assets (as defined herein) upon trust absolutely for the holders of the relevant Certificates pro rata according to the face amount of the relevant Certificates held by each Certificateholder in accordance with such Declaration of Trust and the terms and conditions of the relevant Certificates (the “Conditions”). On the 22nd day in each April and October in each year, or if any such day is not a Business Day (as defined herein), the following Business Day, commencing on October 22, 2015 (each a “Periodic Distribution Date”) and ending on April 22, 2025 for the Series 1 Certificates and April 22, 2045 for the Series 2 Certificates, the Trustee will pay Periodic Distribution Amounts (as defined herein) to Certificateholders calculated at the rate of 3.043 per cent. per annum for the Series 1 Certificates and 4.236 per cent. per annum for the Series 2 Certificates on the outstanding face amount of the relevant Certificates as at the beginning of the relevant Return Accumulation Period (as defined herein) on a 30/360-day basis. The Trustee will pay such Periodic Distribution Amounts solely from the proceeds received in respect of the relevant Trust Assets which include payments by the Government of Malaysia (in such capacity, the “Lessee”) under the relevant Lease Agreement (as defined herein). Unless previously redeemed in the circumstances described in Condition 10 (Capital Distributions of the Trust), Condition 13 (Purchase and Cancellation of Certificates) and Condition 14 (Dissolution Events), the Series 1 Certificates will be redeemed on April 22, 2025 and the Series 2 Certificates will be redeemed on April 22, 2045 (in each case, the “Scheduled Dissolution Date”) at the relevant Dissolution Distribution Amount (as defined herein). The Trustee will pay Dissolution Distribution Amounts solely from the proceeds received in respect of the Trust Assets which include payments by the Government of Malaysia under the Purchase Undertaking, the Murabaha Agreement and the Wakala Agreement (each as defined herein). An investment in the Certificates involves certain risks. For a discussion of these risks, see “Investment Considerations” beginning on page 27. On issuance, the Certificates are expected to be assigned a rating of “A-” by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s”) and “A3” by Moody’s Investors Services Limited (“Moody’s”). A rating is not a recommendation to buy, sell or hold the Certificates (or beneficial interests therein), does not address the likelihood or timing of repayment and may be subject to revision, suspensionor withdrawal at any time by the assigning rating organization. Application has been made for the Certificates to be listed on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) by way of debt issues to professional investors (as defined in the Securities and Futures Ordinance (Cap.