Prospectus Brochure of the Bond Pakistan
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http://www.oblible.com The President of the Islamic Republic of Pakistan for and on behalf of the Islamic Republic of Pakistan U.S.$1,500,000,000 6.875 per cent. Notes due 2027 Issue price of Notes: 100 per cent. The U.S.$1,500,000,000 6.875 per cent. Notes due 2027 (the Notes) are issued by The President of the Islamic Republic of Pakistan for and on behalf of the Islamic Republic of Pakistan (the Issuer) and are direct, unconditional and unsecured obligations. Interest on the Notes will be payable semi-annually in arrear on 5 June and 5 December in each year commencing on 5 June 2018. Interest on the Notes will accrue from and including 5 December 2017 and will be at a rate of 6.875 per cent. per annum. The Notes will mature on 5 December 2027 (the Maturity Date). Payments on the Notes will be made in U.S. dollars without deduction for or on account of taxes of the Islamic Republic of Pakistan to the extent described under “Terms and Conditions of the Notes – Taxation”. The Notes are expected to be assigned a rating of 'B3' by Moody's Investors Service, Inc. (Moody's) and a rating of 'B' by Standard & Poor's Rating Services (Standard & Poor's). Moody's and Standard & Poor's are not established in the European Union and have not applied for registration under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). The ratings have been endorsed by Moody's Investors Service Ltd. and Standard & Poor's Credit Market Services Europe Limited, respectively, in accordance with the CRA Regulation. Moody's Investors Services Ltd. and Standard & Poor's Credit Market Services Europe Limited are established in the European Union and registered under the CRA Regulation. As such Moody's Investors Service Ltd. and Standard & Poor's Credit Market Services Europe Limited are included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. The European Securities and Markets Authority has indicated that ratings issued in the USA which have been endorsed by Moody's Investors Service Ltd. and Standard & Poor's Credit Market Services Europe Limited may be used in the EU by the relevant market participants. A rating is not a recommendation to buy, sell or hold the Notes (or beneficial interests therein, does not address the likelihood or timing of payment and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Application has been made to admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange’s Euro MTF market (the Euro MTF Market). The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC. This offering circular (the Offering Circular) constitutes a prospectus for the purposes of the Luxembourg law dated 10 July 2005 on prospectuses for securities, as amended. Prospective investors should be aware that none of the statistical information in this Offering Circular has been independently verified. An investment in the Notes involves certain risks. For a discussion of these risks see “Risk Factors” beginning on page 6 of this Offering Circular. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Notes are being offered, sold or delivered: (a) in the United States only to qualified institutional buyers (QIBs) (as defined in Rule 144A (Rule 144A) under the Securities Act) in reliance on, and in compliance with, Rule 144A (the Restricted Notes); and (b) outside the United States in reliance on Regulation S (Regulation S) under the Securities Act (the Unrestricted Notes). Each purchaser of the Notes will be deemed to have made the representations described in “Plan of Distribution” and “Transfer Restrictions” and is hereby notified that the offer and sale of Notes to it, if in the United States, is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A. In addition, until 40 days after the commencement of the offering, an offer or sale of any of the Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if the offer or sale is made otherwise than in accordance with Rule 144A. The Notes are not transferable except in accordance with the restrictions described under “Plan of Distribution” and “Transfer Restrictions”. The Notes will be offered and sold in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Unrestricted Notes will initially be represented by interests in a global unrestricted certificate in registered form (the Unrestricted Global Certificate), without interest coupons, which will be deposited with a common depositary for, and registered in the name of a nominee of, Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A.(Clearstream, Luxembourg) on the Issue Date. Beneficial interests in the Unrestricted Global Certificates will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear or Clearstream, Luxembourg. The Restricted Notes will initially be represented by a global restricted certificate in registered form (the Restricted Global Certificate and, together with the Unrestricted Global Certificate, the Global Certificates), without interest coupons, which will be deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (DTC) on 5 December 2017 or such later date as may be agreed (the Issue Date) by the Issuer and the Joint Lead Managers (as defined under “Plan of Distribution”). Beneficial interests in the Restricted Global Certificates will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. See “Clearance and Settlement”. Individual definitive note certificates in registered form (Individual Certificates) will only be available in certain limited circumstances as described herein. It is expected that delivery of the Global Certificates will be made in immediately available funds on the Issue Date (i.e. the fourth Business Day following the date of pricing of the Notes (such settlement cycle being herein referred to as T+4)). Joint Lead Managers Citigroup Deutsche Bank ICBC Standard Chartered Bank The date of this Offering Circular is 4 December 2017. http://www.oblible.com The Issuer accepts responsibility for the information contained in this Offering Circular. The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains or incorporates all information which is material in the context of the Notes, that the information contained or incorporated in this Offering Circular is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Offering Circular are honestly held and that there are no other facts the omission of which would make this Offering Circular or any of such information or the expression of any such opinions or intentions misleading. No person is or has been authorised to give any information or to make any representation other than those contained in this Offering Circular in connection with the offering of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer or any of the Joint Lead Managers, the Agents (each as defined herein) or any other person. Neither the delivery of this Offering Circular nor any sale of any Notes shall, under any circumstances, constitute a representation or create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that there has been no change in the affairs of the Issuer since the date hereof. To the fullest extent permitted by law, none of the Joint Lead Managers nor the Agents accepts any responsibility for the contents of this Offering Circular or for any statements made or purported to be made by the Joint Lead Managers or the Agents or on its behalf in connection with the Issuer or the offering of the Notes. The Joint Lead Managers and the Agents accordingly disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to above) which any of them might otherwise have in respect of this Offering Circular or any such statement. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Offering Circular and the offer or sale of the Notes may be restricted by law in certain jurisdictions. None of the Issuer, the Joint Lead Managers or the Agents represents that this Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any such distribution or offering.