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IMPORTANT NOTICE NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS (“QIBs”) AS DEFINED IN, AND IN COMPLIANCE WITH, RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR OTHERWISE THAN TO PERSONS TO WHOM IT CAN LAWFULLY BE DISTRIBUTED. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached prospectus (the “Prospectus”). You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached Prospectus. In accessing the attached Prospectus, 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 Prospectus on the basis that you have confirmed your representation to the Issuer, the Kingdom and to the Joint Lead Managers (as defined in the attached Prospectus) that (1) you consent to delivery of the attached Prospectus and any amendments or supplements thereto by electronic transmission and agree to the terms set out herein, (2) either (A) you are a QIB (within the meaning of Rule 144A under the Securities Act) or (B) (i) you are outside the United States and, to the extent you purchase the securities described in the attached Prospectus, you will be doing so pursuant to Regulation S under the Securities Act, and (ii) the e-mail address to which the attached Prospectus has been delivered is not located in the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction; and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), (3) you will not transmit the attached Prospectus (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person except with the consent of the Joint Lead Managers; and (4) you acknowledge that you will make your own assessment regarding any legal, taxation or other economic conditions with respect to your decision to subscribe for or purchase any of the securities. The attached Prospectus has been made available to you in electronic format. You are reminded that documents transmitted in an electronic format may be altered or changed during the process of transmission and consequently none of the Issuer, the Kingdom, the Joint Lead Managers and their respective affiliates, directors, officers, employees, representatives and agents or any other person controlling the Issuer, the Kingdom, the Joint Lead Managers or any of their respective affiliates accept any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard-copy version. Restrictions: The attached Prospectus is being furnished in connection with an offering exempt from registration under the Securities Act. Nothing in this electronic transmission constitutes an offer of securities for sale in the United States. ANY SECURITIES TO BE ISSUED HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION. YOU ARE NOT AUTHORISED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED PROSPECTUS, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH PROSPECTUS IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Under no circumstances shall this Prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there by any sale of these Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The attached Prospectus is not being distributed to, and must not be passed on to, the general public in the UK. Rather, the communication of the attached Prospectus as a financial promotion is only being made to those persons falling within Article 12, Article 19(5) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or to other persons to whom the attached Prospectus may otherwise be distributed without contravention of section 21 of the Financial Services and Markets Act 2000. This communication is being directed only at persons having professional experience in matters relating to investments and any investment or investment activity to which this communication relates will be engaged in only with such persons. No other person should rely on it. 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. No action has been or will be taken in any jurisdiction by the Joint Lead Managers or the Issuer or the Kingdom that would or is intended to, permit a public offering of the securities, or possession or distribution of the Prospectus or any other offering or publicity material relating to the securities, in any country or jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Joint Lead Managers or any affiliate of the Joint Lead Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Lead Managers or such affiliate on behalf of the Issuer and the Kingdom in such jurisdiction. You are reminded that the attached Prospectus has been delivered to you on the basis that you are a person into whose possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this document, electronically or otherwise, to any other person. If you receive this document by e-mail, you should not reply by e-mail to this announcement. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected. If you receive this document by e-mail, your use of this email 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 KINGDOM OF BAHRAIN acting through the Ministry of Finance CBB INTERNATIONAL SUKUK COMPANY 7 S.P.C. (a single person company incorporated in the Kingdom of Bahrain with limited liability whose proprietor is the Central Bank of Bahrain) U.S.$1,000,000,000 TRUST CERTIFICATES DUE 5 OCTOBER 2025 Issue Price: 100% The U.S.$1,000,000,000 trust certificates due 5 October 2025 (the “Certificates”) of CBB International Sukuk Company 7 S.P.C. (in its capacity as trustee for and on behalf of the Certificateholders (as defined herein), the “Trustee”, as agent for and on behalf of the Certificateholders, the Sukuk Agent and as issuer of the Certificates, the “Issuer” (which expression shall be construed as including reference to Trustee and/or Sukuk Agent as the context requires) will be held on trust (the “Trust”) pursuant to a declaration of trust (the “Declaration of Trust”) dated on or about 5 April 2018 among the Issuer, the Kingdom of Bahrain acting through the Ministry of Finance (the “Kingdom”, or in its capacity as head lessor, the “Head Lessor”, or in its capacity as sub-lessee, the “Sub-Lessee”, or in its capacity as purchaser, the “Purchaser”) and Citibank N.A., London Branch (the “Delegate”). Pursuant to the Declaration of Trust, the Issuer will declare that it will hold the Trust Assets (as defined herein) upon trust absolutely for the holders of the Certificates (the “Certificateholder”) pro rata according to the face amount of Certificates held by each Certificateholder in accordance with the Declaration of Trust and the terms and conditions of the Certificates (the “Conditions”). On 5 April and 5 October in each year, commencing on 5 October 2018 (each, a “Periodic Distribution Date”), the Issuer will pay Periodic Distribution Amounts (as defined herein) to Certificateholders calculated at the rate of 6.875% per annum on the outstanding face amount of the Certificates as at the beginning of the relevant Return Accumulation Period (as defined herein) on a 30/360 day basis. The Issuer will pay such Periodic Distribution Amounts solely from the proceeds received in respect of the Trust Assets which include Rentals (as defined herein) by the Sub-Lessee under the Ijara Sub-Lease Agreement (as defined herein). Unless previously redeemed in the circumstances described in Condition 9.2, the Certificates will be redeemed on 5 October 2025 (the “Scheduled Dissolution Date”) at the Dissolution Distribution Amount (as defined herein). The Issuer will pay Dissolution Distribution Amounts solely from the proceeds received in respect of the Trust Assets which include payments by the Kingdom (acting in the relevant capacity) under the Ijara Head Lease Agreement and the Murabaha Agreement (as defined herein). The Certificates are limited recourse obligations of the Issuer. An investment in the Certificates involves certain risks. For a discussion of these risks, see “Risk Factors”. Except as set forth herein, all payments by each of the Issuer in respect of the Certificates and the Kingdom under the Transaction Documents will be made without any deduction or withholding for or on account of taxes of the Kingdom of Bahrain (“Bahrain”) or any political subdivision thereof or any authority therein or thereof having power to tax.
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