S$200,000,000 in Principal Amount of 2.90 Per Cent
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INFORMATION MEMORANDUM DATED 19 JUNE 2003 S$200,000,000 IN PRINCIPAL AMOUNT OF 2.90 PER CENT. BONDS DUE 2023 Approval in-principle has been granted by the Singapore Exchange Securities Trading Limited (``SGX-ST'') for the listingof, and quotation for, all the bonds representingS$200,000,000 in principal amount of 2.90 per cent. bonds due 2023 (the ``Bonds'') of the Land Transport Authority of Singapore (the ``Authority'', ``Issuer'' or ``LTA'') on the Of®cial List of the SGX-ST. The Bonds will be denominated in S$10,000 each and will be traded on the SGX-ST in board lot size of S$250,000. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Information Memorandum. Admission to the Of®cial List of SGX-ST is not to be taken as an indication of the merits of LTA, its subsidiaries or the Bonds. Interest on the Bonds will be payable in Singapore dollars semi-annually in arrear falling on 19 June and 19 December in each year, commencingon 19 December 2003 to (and including)19 June 2023. Unless previously redeemed or purchased and cancelled as provided under the terms and conditions of the Bonds, the Bonds will be redeemed in Singapore dollars on 19 June 2023. This Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore (``MAS'') under the Securities and Futures Act, Chapter 289 of Singapore (the ``SFA''). Until the date falling six (6) months from the date of issue of the Bonds (the ``Expiry Date''), the Bonds may not be offered or sold or be made the subject of an invitation for subscription or purchase nor may this Information Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Bonds be circulated or distributed, whether directly or indirectly, to the public or any member of the public in Singapore other than (a) to an institutional investor or other person speci®ed in Section 274 of the SFA, (b) to sophisticated investors, and in accordance with the conditions, speci®ed in Section 275 of the SFA or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA. After the Expiry Date, the Bonds may be offered or sold or made the subject of an invitation for subscription or purchase to the public or any member of the public in Singapore provided they continue to be listed or quoted on the SGX-ST. Subject to the approval of the SGX-ST (the ``SGX-ST Approval'') being®rst obtained (and where a conditional approval is given by the SGX-ST, the condition(s) imposed thereby must be acceptable to the Issuer at its sole discretion), the board lot size of the Bonds may be reduced from S$250,000 to S$10,000 after the Expiry Date (the ``Board Lot Size Reduction''). The Issuer and/or any of its respective directors, members, of®cers, employees or agents shall not be held responsible or liable for any loss, liability, cost, claim, action, demand, expense or damage suffered or incurred by any person in the event that the Board Lot Size Reduction does not or fails to occur or materialise after the Expiry Date (whether as a result of the Issuer beingunable to ful®l the conditions under the SGX-ST Approval or otherwise). The Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the ``Securities Act''). Subject to certain exceptions, the Bonds may not be offered, sold or delivered within the United States or to, or for the account or bene®t of, U.S. persons. Terms used in this paragraph have the same meaning as set out in Regulation S issued pursuant to the Securities Act. The Bonds are subject to United States tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to U.S. persons, except in certain transactions permitted by the United States tax regulations. Terms used in this paragraph have the meanings given to them by the United States Internal Revenue Code and regulations thereunder. The attention of the recipients of this Information Memorandum is drawn to the restrictions on subscription, purchase and resale of the Bonds as set out in the section on ``SUBSCRIPTION, PURCHASE AND DISTRIBUTION'' on page 38 of this Information Memorandum. JOINT LEAD MANAGERS GENERAL This Information Memorandum contains certain information with regards to the Issuer, its subsidiaries and the Bonds. The Issuer accepts full responsibility for the accuracy of the information which it has supplied for the purpose of this Information Memorandum and con®rms that, having made all reasonable enquiries, to the best of its knowledge and belief, such information contained herein is true and accurate in all material respects as at the date hereof. However, each of the Issuer and Barclays Bank PLC, Singapore Branch and Standard Chartered Bank (the ``Joint Lead Managers'' or each a ``Joint Lead Manager'') makes no representation or warranty as to the completeness of the information contained in this Information Memorandum which could make any of the information contained in this Information Memorandum incorrect in any material respect. No person is authorised to give any information or make any representation not contained in and/or not consistent with this Information Memorandum in connection with the Bonds and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of LTA or the Joint Lead Managers. Neither the delivery of this Information Memorandum (or any part hereof), the issue of the Bonds nor any subscription for or purchase or sale of the Bonds made in connection therewith shall under any circumstances create any implication that there has been no change in the information contained herein since the date hereof or that there has been no change in the business or ®nancial position of the Issuer or its subsidiaries since the date hereof. Nothing contained herein is, or may be relied upon as, a promise, representation or covenant as to the future performance or policies of the Issuer or its subsidiaries. Neither this Information Memorandum nor any other document or information (or any part thereof) delivered or supplied under or in relation to the Bonds is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by LTA or the Joint Lead Managers that any recipient of this Information Memorandum or such other document or information (or such part thereof) should subscribe for or purchase any of the Bonds. Each investor contemplating subscribing for or purchasing any of the Bonds should determine for itself the relevance of the information contained in this Information Memorandum and any other such document or information (or such part thereof), and obtain its own independent legal or other advice thereon, and its investment should be, and shall be deemed to be, based upon its own independent investigation of the ®nancial condition and affairs, and its own appraisal of the credit worthiness, of the Issuer and its subsidiaries. Notwithstanding anything herein contained, none of the Issuer, the Joint Lead Managers or any of their respective directors, of®cers, employees or agents shall be held responsible for any loss or damage suffered or incurred by the recipients of this Information Memorandum or such other document or information (or any part thereof) as a result of or arising from anything expressly or implicitly contained in or referred to in this Information Memorandum or such other document or information (or such part thereof) and the same shall not constitute a ground for rescission of any purchase or acquisition of any of the Bonds by a recipient of this Information Memorandum or such other document or information (or such part thereof). This Information Memorandum has not been registered as a prospectus with the MAS under the SFA. Prior to the Expiry Date, the Bonds may not be offered or sold or be made the subject of an invitation for subscription or purchase nor may this Information Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Bonds be circulated or distributed, whether directly or indirectly, to the public or any member of the public in Singapore other than (a) to an institutional investor or other person speci®ed in Section 274 of the SFA, (b) to sophisticated investors, and in accordance with the conditions, speci®ed in Section 275 of the SFA or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA. After the Expiry Date, the Bonds may be offered or sold or made the subject of an invitation for subscription or purchase to the public or any member of the public in Singapore provided they continue to be listed or quoted on the SGX-ST. Subject to the SGX-ST Approval being ®rst obtained (and where a conditional approval is given by the SGX-ST, the condition(s) imposed thereby must be acceptable to the Issuer at its sole discretion), the board lot size of the Bonds may be reduced from S$250,000 to S$10,000 after the Expiry Date. The Issuer and/or any of its respective directors, members, of®cers, employees or agents shall not be held responsible or liable for any loss, liability, cost, claim, action, demand, expense or damage suffered or incurred by any person in the event that the Board Lot Size Reduction does not or fails to occur 1 GENERAL or materialise after the Expiry Date (whether as a result of the Issuer being unable to ful®l the conditions under the SGX-ST Approval or otherwise).