Government of the Emirate of Sharjah Acting Through the Sharjah Finance Department U.S.$1,000,000,000 4.000 Per Cent
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滙豐(台灣)商業銀行股份有限公司等共同承銷「Government of the Emirate of Sharjah acting through the Sharjah Finance Department U.S.$1,000,000,000 4.000 per cent. Notes due 2050」公告 滙豐(台灣)商業銀行股份有限公司等 (以下稱「承銷商」)承銷Government of the Emirate of Sharjah acting through the Sharjah Finance Department 2020年度「Government of the Emirate of Sharjah acting through the Sharjah Finance Department U.S.$1,000,000,000 4.000 per cent. Notes due 2050」美元壹拾億元整,由承銷商洽商銷 售予投資人。茲將銷售辦法公告如後: 一、 證券承銷商名稱、地址、總承銷數量、證券承銷商先行保留自行認購數量及洽 商銷售數量: 證券承銷商名稱 地址 總承銷數量 洽商銷售金額 滙豐(台灣)商業銀行股 台北市基隆路一段333號13,14樓 美元333,334,000元整 美元333,334,000元整 份有限公司 花旗(台灣)商業銀行股 台北市松智路一號16樓 美元333,333,000元整 美元333,333,000元整 份有限公司網址 渣打國際商業銀行股份 台北市松山區敦化北路168號1樓 美元333,333,000元整 美元333,333,000元整 有限公司 二、 承銷總額:總計美元壹拾億元整。 三、 承銷方式:將由承銷商包銷並以「洽商銷售」方式出售予投資人。 四、 承銷期間:定價日為 2020 年 7 月 14 日,於 2020 年 7 月 27 日辦理承銷公告, 並於 2020 年 7 月 28 日發行。 五、 承銷價格:每張面額為美元貳拾萬元,依票面金額十足發行。 六、 發行條件: (一) 種類:無擔保主順位債券。 (二) 發行期間:西元 2020 年 7 月 28 日至西元 2050 年 7 月 28 日。 (三) 票面利率:票面利率為4.000%。 (四) 付息方式及付息日期:本債券為固定利率債券,每半年付息一次。 (五) 還本方式:債券到期時一次還本。 (六) 營業日:紐約、倫敦營業日。 (七) 準據法:英國法。 (八) 債券掛牌處所:中華民國證券櫃檯買賣中心、都柏林泛歐交易所及那斯 達克杜拜交易所。 七、 銷售限制: (一) 僅限「財團法人中華民國證券櫃檯買賣中心外幣計價國際債券管理規 則」第二條之一規定之專業投資人。 (二) 採洽商銷售,依「中華民國證券商業同業公會證券商承銷或再行銷售有 價證券處理辦法」第三十二條規定,每一認購人認購數量不得超過該次 承銷總數之百分之八十,惟認購人為政府基金者不在此限。 八、 公開說明書之分送、揭露及取閱方式,並以顯著字體註明公開說明書上傳網站 之網址:如經投資人同意承銷商得以電子郵件方式交付公開說明書,投資人並 得至公開資訊觀測站(http://mops.twse.com.tw),或至承銷商網站(滙豐(台灣)商 業銀行股份有限公司,網址:http://www.hsbc.com.tw;花旗(台灣)商業銀行股份 有限公司,網址:https://www.citibank.com.tw;渣打國際商業銀行股份有限公 司,網址: https://www.sc.com/tw)查詢下載。 九、 通知及(扣)繳交價款日期與方式:投資人於發行日匯款至承銷商,承銷商彙總投 資人認購款項於發行日匯入發行人指定金融機構專戶。 十、 有價證券發放日期、方式與特別注意事項:於 2020 年 7 月 28 日發行日發放。 發放方式可由DTC、Euroclear、Clearstream或台灣證券集中保管結算股份有限公 司發放。買賣及交割應依國際慣例及公開說明書相關規定辦理。 十一、會計師最近三年度財務資料之查核簽證意見:不適用。 十二、金融監督管理委員會或中華民國證券商業同業公會規定應行揭露事項:無。 十三、投資人於申購前,應詳閱本公司債之公開說明書。 十四、其他為保護公益及投資人應補充揭露事項:無。 GOVERNMENT OF THE EMIRATE OF SHARJAH ACTING THROUGH THE SHARJAH FINANCE DEPARTMENT Issue of U.S.$1,000,000,000 4.000 per cent. Notes due 2050 under the Government of the Emirate of Sharjah acting through the Sharjah Finance Department's Global Medium Term Note Programme (the "Notes") Issue Price: 100 per cent. of the Aggregate Nominal Amount Issue Date: 28 July 2020 This information package includes: (i) the Base Prospectus dated 9 July 2020 and (ii) the Final Terms dated 21 July 2020 relating to the Notes and this document (together, the "Information Package"). The Notes will be issued by Government of the Emirate of Sharjah acting through the Sharjah Finance Department (the "Issuer"). Application is expected to be made to Euronext Dublin by the Issuer (or on its behalf) for the Notes to be listed on its Official List and admitted to trading on its regulated market with effect from 28 July 2020. Application is expected to be made by the Issuer (or on its behalf) for the Notes to be listed on the Official List of the DFSA and admitted to trading on Nasdaq Dubai. Applicationwill be made by the Issuer (or on its behalf) for the listing and trading of the Notes on the Taipei Exchange (the "TPEx") in the Republic of China. The Notes will be traded on the TPEx pursuant to the applicable rules of the TPEx. The effective date of listing of the Notes on the TPEx is on or about 28 July 2020. None of the TPEx, the CBI, Euronext Dublin, the DFSA and Nasdaq Dubai is responsible for the content of the Information Package and no representation is made by the TPEx, the CBI, Euronext Dublin, the DFSA or Nasdaq Dubai to the accuracy or completeness of the Information Package. The TPEx, the CBI, Euronext Dublin, the DFSA and Nasdaq Dubai 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. None of the admission to the listing and trading of the Notes on the TPEx, the listing on the Official List of Euronext Dublin and admission to the trading on the regulated market of Euronext or the listing on the DFSA Official List of the DFSA and admission to the trading on Nasdaq Dubai shall be taken as an indication of the merits of the Issuer or the Notes. REPUBLIC OF CHINA SELLING RESTRICTION 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 Republic of China (the "TPEx Rules"). Purchasers of the Notes are not permitted to sell or otherwise dispose of the Notes except by transfer to the aforementioned professional investors. REPUBLIC OF CHINA TAXATION The following summary of certain taxation provisions under the law of Republic of China (the "ROC") is based on current law and practice and that the Notes will be issued, offered, sold and re-sold, directly or indirectly, to professional investors as defined under Paragraph 1 of Article 2-1 of the TPEx Rules only. It does not purport to be comprehensive and does not constitute legal or tax advice. Investors (particularly those subject to special tax rules, such as banks, dealers, insurance companies and tax-exempt entities) should consult with their own tax advisers regarding the tax consequences of an investment in the Notes. Interest on the Notes As the Issuer is not an ROC statutory tax withholder, there is no ROC withholding tax on the interest or deemed interest to be paid on the Notes. Payments of any interest or deemed interest under the Notes to an ROC individual holder are not subject to ROC income tax as such payments received by him/her are not considered ROC sourced income. However, such holder must include the interest or deemed interest received in calculating his/her basic income for the purpose of calculating his/her alternative minimum tax ("AMT"), unless the sum of the interest or deemed interest and other non-ROC sourced income received by such holder and the person(s) who is (are) required to jointly file the ROC income tax return in a calendar year is below $1 million New Taiwan Dollars ("NT$"). If the amount of the AMT exceeds the annual income tax calculated pursuant to the ROC Income Basic Tax Act (also known as the AMT Act), the excess becomes such holder's AMT payable. ROC corporate holders must include any interest or deemed interest receivable under the Notes as part of their taxable income and pay income tax at a flat rate of 20 per cent. (unless the total taxable income for a fiscal year is NT$120,000 or under), as they are subject to ROC income tax on their worldwide income on an accrual basis. The AMT is not applicable. Non-ROC corporate holders are not subject to income tax or AMT on any interest or deemed interest receivable or received under the Notes. Sale of the Notes In general, the sale of corporate bonds, financial bonds or other securities for public offering approved by the government of the ROC is subject to 0.1 per cent. securities transaction tax ("STT") on the transaction price. However, Article 2-1 of the Securities Transaction Tax Act prescribes that STT will cease to be levied on the sale of corporate bonds and financial bonds from 1 January 2010 to 31 December 2026. Such Article 2-1 applies, mutatis mutandis, to the sale of foreign currency denominated bonds issued by foreign governments and approved by the government of the ROC for public offering. Accordingly, the sale of the Notes will be exempt from STT if the sale is conducted on or before 31 December 2026. Starting from 1 January 2027, any sale of the Notes will be subject to STT at 0.1 per cent. of the transaction price, unless otherwise provided by the tax laws or other governmental orders that may be in force at that time. Capital gains generated from the sale of bonds are exempt from ROC income tax. Accordingly, ROC individual and corporate holders are not subject to ROC income tax on any capital gains generated from the sale of the Notes. In addition, ROC individual holders are not subject to AMT on any capital gains generated from the sale of the Notes. However, ROC corporate holders should include such capital gains in calculating their basic income for the purpose of calculating their AMT. If the amount of the AMT exceeds the annual income tax calculated pursuant to the ROC Income Basic Tax Act, the excess becomes the ROC corporate holders' AMT payable. Capital losses, if any, incurred from the sale of the Notes by such holders could be carried over 5 years to offset against capital gains of same category of income for the purposes of calculating their AMT. Non-ROC corporate holders are not subject to ROC income tax on any capital gains generated from the sale of the Notes. However, for non-ROC corporate holders with a fixed place of business (e.g., a branch) or a business agent in the ROC, their fixed place of business or business agent should include any such capital gains in calculating their basic income for the purpose of calculating AMT. ROC SETTLEMENT AND TRADING The Issuer has not entered into any settlement agreement with Taiwan Depository & Clearing Corporation ("TDCC") and has no intention to do so. In the future, if the Issuer enters into a settlement agreement with TDCC, an investor, if it has a securities book-entry account with a Taiwan securities broker and a foreign currency deposit account with a Taiwanese bank, may settle the Notes through the account of TDCC with Euroclear Bank S.A./N.V.