KOREA WATER RESOURCES CORPORATION and SUBSIDIARIES (The “Group”)
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Korea Water Resources Corporation Issue of U.S.$100,000,000 Floating Rate Notes due 2022 (the "Notes") under the U.S.$2,000,000,000 Medium Term Note Programme Issue Price: 100 per cent. Issue Date: 2 August 2019 This information package includes the offering circular dated 23 March 2018 in relation to the U.S.$2,000,000,000 Medium Term Notes Programme of Korea Water Resources Corporation (the "Issuer") (the "Offering Circular") and the Pricing Supplement dated 19 July 2019 in respect of the Notes (the "Pricing Supplement", and together with the Offering Circular, the "Information Package"). The Notes will be issued by the Issuer. Application will be made by the Issuer for the Notes to be listed on the Taipei Exchange ("TPEx") in the Republic of China (the "ROC"). Application will also be made to list the Notes on the Singapore Exchange Securities Trading Limited ("SGX-ST"). The Notes will be listed on TPEx pursuant to the applicable rules of TPEx. The effective date of the listing and trading of the Notes is on or about 2 August 2019. The effective date of listing of the Notes on the SGX-ST is on or about 5 August 2019. TPEx is not responsible for the content of the Information Package and no representation is made by TPEx as to the accuracy or completeness of the Information Package. TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this Information Package. The admission to listing and trading of the Notes on TPEx shall not be taken as an indication of the merits of the Issuer or the Notes. The Notes have not been, and shall not be, offered, sold or re-sold, directly or indirectly to investors other than "professional investors" as defined under Paragraph 1 of Article 2-1 of the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds of the ROC. Purchasers of the Notes are not permitted to sell or otherwise dispose of the Notes except by transfer to a professional investor. Lead Manager SG Securities (HK) Limited, Taipei Branch Co-managers CTBC Bank Co., Ltd. Mega International Commercial Bank Co., Ltd. President Securities Corporation SinoPac Securities Corporation Taishin International Bank Co., Ltd. IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES IMPORTANT: YOU MUST READ THE FOLLOWING DISCLAIMER BEFORE CONTINUING. The following disclaimer applies to the Offering Circular attached to this e-mail. You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Offering Circular. In accessing the attached Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation: You have accessed the attached document on the basis that you have confirmed to Crédit Agricole Corporate and Investment Bank (the ‘‘Arranger’’), BNP Paribas, Citigroup Global Markets Limited Goldman Sachs International, Nomura International plc and Société Générale (together with the Arranger, the ‘‘Dealers’’) that (1) you are not in the United States, you are not a resident in the United States nor a U.S. Person, as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’), nor acting on behalf of a U.S. Person and, to the extent you purchase the securities described in the attached offering circular (the ‘‘Offering Circular’’), you will be doing so pursuant to Regulation S under the Securities Act and (2) that you consent to delivery of the attached Offering Circular by electronic transmission. You have accessed the attached document on the basis that you understand that 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 a Dealer or any affiliate of that Dealer is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by that Dealer or such affiliate on behalf of the Company in such jurisdiction. The Offering Circular may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. The attached Offering Circular has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently neither the Company, the Dealers nor any of their respective affiliates accept any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version. Restrictions: The attached document is being furnished in connection with an offering exempt from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described therein. You are reminded that the information in the attached document is not complete and may be changed. Nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of either the Company of the securities or the Dealers to subscribe or purchase any of the securities described therein and access has been limited so that it shall not constitute directed selling efforts (as such term is defined in Regulation S under the Securities Act) in the United States or elsewhere. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. Any securities to be issued will not be registered under the Securities Act and may not be offered or sold in the United States (as such terms are defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such registration. Important – EEA Retail Investors: If the Pricing Supplement (as defined in the Offering Circular) in respect of any Notes includes a legend entitled ‘‘Prohibition of Sales to EEA Retail Investors,’’ the Notes are not intended, from the date of application of Regulation (EU) No 1286/2014 (the ‘‘PRIIPs Regulation’’), to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (‘‘EEA’’). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (‘‘MiFID II’’); (ii) a customer within the meaning of Directive 2002/92/EC (‘‘IMD’’), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the ‘‘Prospectus Directive’’). Consequently no key information document required by the PRIIPs Regulation for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. You are reminded that you have accessed the attached Offering Circular on the basis that you are a person into whose possession the attached Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. YOU ARE NOT AUTHORISED AND YOU MAY NOT DELIVER THE ATTACHED OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON. 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. OFFERING CIRCULAR STRICTLY CONFIDENTIAL KOREA WATER RESOURCES CORPORATION (a statutory juridical corporation organized under the laws of the Republic of Korea) US$2,000,000,000 Euro Medium Term Notes Programme Korea Water Resources Corporation (the ‘‘Company’’ or the ‘‘Issuer’’) established a US$1,000,000,000 Euro Medium Term Note Programme (the ‘‘Programme,’’ as amended, supplemented or restated) on 10 September 2008. The Programme was amended on 12 May 2017 in order to, among other things, increase the Programme limit to US$2,000,000,000. This offering circular (the ‘‘Offering Circular’’) replaces and supersedes in its entirety the offering circular of the Company dated 12 May 2017, relating to the Programme. Any Notes (as defined below) issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions described herein. Under the Programme, the Company may from time to time issue notes in bearer and/or registered form (respectively, ‘‘Bearer Notes’’ and ‘‘Registered Notes’’ and, together, the ‘‘Notes’’ which expression shall include Senior Notes (each as defined herein)) denominated in any currency agreed between the Company and the relevant Dealer (as defined below). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed US$2,000,000,000 (or its equivalent in other currencies calculated as described herein). The Notes may be issued on a continuing basis to one or more of the dealers specified under ‘‘Summary of the Programme’’ and any additional dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a ‘‘Dealer’’ and together the ‘‘Dealers’’).