Offering Circular Dated 2 September 2013
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Offering Circular dated 2 September 2013 CapitaLand Treasury Limited (incorporated in the Republic of Singapore on 14 September 1996) Company Registration Number 199606698M S$5,000,000,000 Euro Medium Term Note Programme Unconditionally and irrevocably guaranteed by CapitaLand Limited (incorporated in the Republic of Singapore on 5 January 1989) Company Registration Number: 198900036N Under the Euro Medium Term Note Programme described in this Offering Circular (the “Programme”), CapitaLand Treasury Limited (the “Issuer”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the “Notes”) guaranteed (the “Guarantee”) by CapitaLand Limited (“CapitaLand” or the “Guarantor”). The aggregate nominal amount of Notes outstanding will not at any time exceed S$5,000,000,000 (or the equivalent in other currencies), subject to increase as described herein. Where used in this Offering Circular unless otherwise stated, “Notes” includes perpetual notes (“Perpetual Notes”) that may be issued from time to time under the Programme. Defined terms used in this Offering Circular shall have the meanings given to such terms in “Terms and Conditions of the Notes other than Perpetual Notes”, “Terms and Conditions of the Perpetual Notes”, “Form of Pricing Supplement for Notes other than Perpetual Notes”, “Form of Pricing Supplement for Perpetual Notes” and “Summary of the Programme”. Application has been made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to deal in and for the listing of any Notes which are agreed at the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Notes have been admitted to the Official List of the SGX-ST. Unlisted series of Notes may also be issued pursuant to the Programme and Notes may also be listed on stock exchanges other than SGX-ST. The relevant Pricing Supplement (as defined herein) in respect of any series of Notes will specify whether or not such Notes will be listed on the SGX-ST or on any other stock exchange. There is no assurance that the application to the Official List of the SGX-ST for the listing of the Notes will be approved. Admission to the Official List of the SGX-ST and listing and quotation of any Notes on the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Guarantor, the Group (as defined herein) or such Notes. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Offering Circular. Each Series (as defined in “Summary of the Programme – Summary of terms relating to Notes other than Perpetual Notes – Method of Issue” and “Summary of the Programme – Summary of terms relating to Perpetual Notes – 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 a Tranche (as defined in “Summary of the Programme – Summary of terms relating to Notes other than Perpetual Notes – Method of Issue” and “Summary of the Programme – Summary of terms relating to Perpetual Notes – Method of Issue”) 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”. Notes of each Series to be issued in registered form will be represented by registered certificates (each a “Certificate”), one Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes and Registered Perpetual Notes (as defined in “Summary of the Programme – Summary of terms relating to Notes other than Perpetual Notes – Form of Notes” and “Summary of the Programme – Summary of terms relating to Perpetual Notes – Form of Notes”) of one Series. Registered Notes and Registered Perpetual 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, a common depositary on behalf of Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, socie´te´ anonyme (“Clearstream, Luxembourg”), with The Central Depository (Pte) Limited (“CDP”) or with a sub-custodian for the Hong Kong Monetary Authority (the “HKMA”) as operator of the Central Moneymarkets Unit Service (“CMU”) operated by the HKMA; and (b) in the case of a Series intended to be cleared through a clearing system other than, or in addition to, Euroclear and/or Clearstream, Luxembourg, CDP or CMU, or delivered outside a clearing system, as agreed between the Issuer and the relevant Dealer (as defined in “Summary of the Programme – Dealers”). Registered Notes and Registered Perpetual 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”. Unless otherwise stated in a relevant Pricing Supplement, Tranches of Notes to be issued under the Programme will be unrated. 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 (as defined herein) that are subject to U.S. tax law requirements. The Notes and the Guarantee may be offered and sold (i) in the United States only to QIBs as defined in Rule 144A or (ii) outside the United States and (in the case of Bearer Notes) to non-U.S. persons (as defined in the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”)). Subject to certain exceptions, the Notes may not be offered, sold, or, in the case of Bearer Notes, delivered within the United States. Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Any series of Notes may be subject to additional selling restrictions. For a description of these and certain further restrictions on offers, sales and transfers of Notes and distribution of this Offering Circular see “Subscription and Sale” and “Transfer Restrictions”. 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. This Offering Circular is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC. Arrangers and Dealers DBSBANKLTD. HSBC J.P.MORGAN MORGANSTANLEY OCBCBANK STANDARDCHARTEREDBANK UOBLTD The Issuer and the Guarantor accept responsibility for the information contained in this Offering Circular. The Issuer and the Guarantor, having made all reasonable enquiries, confirm that (i) this Offering Circular contains all information with regard to the Issuer, the Guarantor and the Group and to the Notes and the Guarantee which is material in the context of the issue and offering of the Notes and the giving of the Guarantee, (ii) such information is true and accurate in all material respects, (iii) the opinions, expectations and intentions expressed in the Offering Circular have been carefully considered, are and will be based on all relevant considerations and facts known to the Issuer and the Guarantor existing at the date of its issue and are and will be fairly, reasonably and honestly held by the Issuer and/or the Guarantor, as the case may be, and (iv) there are no other facts the omission of which would make any such information or material expressions of opinion, expectation or intention misleading in any material respect. This Offering Circular is to be read in conjunction with all documents which are incorporated herein by reference (see “Documents Incorporated by Reference”). This Offering Circular shall be read and construed on the basis that such documents are incorporated in, and form part of, this Offering Circular. This Offering Circular has been prepared by the Issuer and the Guarantor for use in connection with the offer and sale of the Notes outside the United States in reliance on Regulation S and within the United States (i) to QIBs in reliance upon and as defined in Rule 144A or (ii) in transactions otherwise exempt from registration. The Issuer, the Guarantor, the Arrangers (as defined in “Summary of the Programme – Arrangers”) and the Dealers reserve the right to reject any offer to purchase the Notes, in whole or in part, for any reason.