Pricing Supplement Keppel Land Limited (UEN/ Company
Total Page:16
File Type:pdf, Size:1020Kb
Pricing Supplement Keppel Land Limited (UEN/ Company Registration No. 189000001G) (Incorporated with limited liability in Singapore) U.S.$3,000,000,000 Multicurrency Medium Term Note Programme SERIES NO: 004 TRANCHE NO: 001 S$280,000,000 2.00 Per Cent. Notes Due 2026 Issue Price: 100 per cent. Dealer United Overseas Bank Limited 80 Raffles Place UOB Plaza 1 #03-01 Singapore 048624 Issuing and Paying Agent The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch 10 Marina Boulevard Marina Bay Financial Centre Tower 2, #45-01 Singapore 018983 The date of this Pricing Supplement is 25 May 2021. 1 PRICING SUPPLEMENT NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE – The Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). 25 May 2021 KEPPEL LAND LIMITED Issue of S$280,000,000 2.00 Per Cent. Notes Due 2026 under the U.S.$3,000,000,000 Multicurrency Medium Term Note Programme Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 4 August 2017. This document constitutes the Pricing Supplement of the Notes described herein and must be read in conjunction with the Offering Circular. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Offering Circular. Where interest, discount income, prepayment fee, redemption premium or break cost is derived from any of the Notes by any person who is not resident in Singapore and who carries on any operations in Singapore through a permanent establishment in Singapore, the tax exemption available for qualifying debt securities (subject to certain conditions) under the Income Tax Act, Chapter 134 of Singapore (the ITA), shall not apply if such person acquires such Notes using the funds and profits of such person’s operations through a permanent establishment in Singapore. Any person whose interest, discount income, prepayment fee, redemption premium or break cost derived from the Notes is not exempt from tax (including for the reasons described above) shall include such income in a return of income made under the ITA. 1. (a) Issuer: Keppel Land Limited (b) Guarantor: Not Applicable 2. (a) Series Number: 004 (b) Tranche Number: 001 3. Specified Currency or Currencies: Singapore dollars (S$) 2 4. Aggregate Nominal Amount: (a) Series: S$280,000,000 (b) Tranche: S$280,000,000 5. Issue Price: 100 per cent. of the Aggregate Nominal Amount 6. (a) Specified Denominations: S$250,000 (b) Calculation Amount: S$250,000 7. (a) Issue Date: 28 May 2021 (b) Interest Commencement Date: Issue Date 8. Maturity Date: 28 May 2026 9. Interest Basis: 2.00 per cent. Fixed Rate 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest Basis or Not Applicable Redemption/Payment Basis: 12. Put/Call Options: None 13. (a) Status of the Notes: Senior (b) Status of the Guarantee: Not Applicable 14. Listing: SGX-ST 15. Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 16. Fixed Rate Note Provisions Applicable (a) Rate(s) of Interest: 2.00 per cent. per annum payable semi-annually in arrear (b) Interest Payment Date(s): 28 May and 28 November in each year up to and including the Maturity Date 3 (c) Fixed Coupon Amount(s): S$5,000 per Calculation Amount (Applicable to Notes in definitive form.) (d) Broken Amount(s); Not Applicable (Applicable to Notes in definitive form.) (e) Day Count Fraction: Actual/365 (Fixed) (f) Determination Date(s): Not Applicable (g) Other terms relating to the method of None calculating interest for Fixed Rate Notes: 17. Floating Rate Note Provisions Not Applicable 18. Zero Coupon Note Provisions Not Applicable 19. Index Linked Interest Note Provisions Not Applicable 20. Dual Currency Interest Note Provisions Not Applicable PROVISIONS RELATING TO REDEMPTION 21. Issuer Call: Not Applicable 22. Investor Put: Not Applicable 23. Final Redemption Amount: S$250,000 per Calculation Amount 24. Early Redemption Amount payable on S$250,000 per Calculation Amount redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 7.5): GENERAL PROVISIONS APPLICABLE TO THE NOTES 25. Form of Notes: Permanent Global Note exchangeable for Definitive Notes only upon an Exchange Event 4 26. Governing Law of the Notes: Singapore Law 27. Additional Financial Centre(s) or other Not Applicable special provisions relating to Payment Days: 28. Talons for future Coupons or Receipts to Not Applicable be attached to Definitive Bearer Notes (and dates on which such Talons mature): 29. Details relating to Partly Paid Notes: Not Applicable amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the relevant Issuer to forfeit the Notes and interest due on late payment: 30. Details relating to Instalment Notes: (a) Instalment Amount(s): Not Applicable (b) Instalment Date(s): Not Applicable 31. Redenomination applicable, Not Applicable renominalisation and reconventioning provisions: 32. Consolidation provisions: Consolidation not applicable 33. Other terms: Please refer to the Annexes A, B and C to this Pricing Supplement DISTRIBUTION 34. (a) If syndicated, names of Managers: Not Applicable (b) Date of Subscription Agreement: Not Applicable (c) Stabilising Manager(s) (if any): Not Applicable 35. If non-syndicated, name of relevant United Overseas Bank Limited Dealer: 5 36. U.S. Selling Restrictions: TEFRA C 37. Additional selling restrictions: Refer to Annex A ("Subscription and Sale") OPERATIONAL INFORMATION 38. ISIN Code: SGXF35512882 39. Any clearing system(s) other than The Central Depository (Pte) Limited Euroclear Bank S.A./N.V., and Clearstream: 40. Delivery: Delivery free of payment 41. Names and addresses of additional Not Applicable Paying Agent(s) (if any): 42. Registrar: Not Applicable 6 ANNEX A The Offering Circular is hereby supplemented with the following information, which shall be deemed to be incorporated in, and form part of, the Offering Circular. Save as otherwise defined herein, terms defined in the Offering Circular have the same meaning when used in this Annex A. COVER PAGE 1. The tenth paragraph on the cover page of the Offering Circular shall be deleted in its entirety and substituted therefor with the following: "This Offering Circular has not been and will not be registered as a prospectus with the Monetary Authority of Singapore (MAS) and the Securities are offered by the Issuers pursuant to exemptions under Sections 274 and 275 of the Securities and Futures Act, Chapter 289 of Singapore, as modified or amended from time to time (the SFA). Accordingly, this Offering Circular and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than: (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA; (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275, of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018 of Singapore; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA." 2. The paragraph titled "Prohibition of Sales to EEA Retail Investors" found on page iii of the Offering Circular shall be deleted in its entirety and substituted therefor with the following: "SINGAPORE SFA PRODUCT CLASSIFICATION – In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the CMP Regulations 2018), unless otherwise stated before an offer of Securities, the Issuers have determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Securities are ‘prescribed capital markets products’ (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products)." RISK FACTORS The section "Risk Factors" in the Offering Circular shall be amended by: 1. deleting the first paragraph of the risk factor titled "Economic and social and political conditions globally and in the countries where the Group operates may adversely impact the Group" appearing on page 11 of the Offering Circular in its entirety and substituting therefor the following: "The Group's properties are diversified across numerous countries including Singapore, China, Vietnam and Indonesia. A downturn in any of these economies (or in any future markets which the Group enters), or the impact that an economic decline in any of these economies (or any economy which the Group may be exposed to), could result in reduced demand for the Group's properties. 8 This may lead to, among other things, decreases in valuations of its properties, decreases in the sales of, or prices for, residential or commercial developments, deferment in the construction of development projects, delays in the sales launches of the Group’s residential projects in order to take advantage of future periods of more robust real estate demand, and/or decreases in rental or occupancy rates for commercial properties.