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 Appendix A DANGA CAPITAL BERHAD (“DANGA” OR “ISSUER”) Proposed Issuance of Islamic securities (“Islamic Securities”) pursuant to a Ringgit Islamic securities issuance programme (“Islamic Securities Programme”), which together with the issuance of multi-currency Islamic securities pursuant to a multi-currency Islamic securities issuance programme, will not exceed RM10.0 billion (or its equivalent in foreign currency) in nominal value at ay one time RISK FACTORS OF INVESTING IN THE ISLAMIC SECURITIES Each issue of the Islamic Securities under the Islamic Securities Programme will carry different risks and all prospective investors of the Islamic Securities are strongly encouraged to evaluate each Islamic Securities issue on its own merit The Issuer is a Special Purpose Company The Issuer is a special purpose company set up specifically to issue the Islamic Securities. The Issuer will not engage in any business activity other than the issuance of the Islamic Securities and other activities incidental or related thereto. It has a paid-up share capital of RM2.00 and has no other source of income or revenue. Recourse to the Issuer and the Assets are limited Each Islamic Securities issue represents a fraction of undivided interest in the Portfolio Units that ultimately represent a proportionate undivided interest in the specific portfolio of Assets related to that issue. The ability of the Issuer to pay amounts due in respect of the Islamic Securities will be primarily dependent upon Khazanah fulfilling its obligations to make Top-up Payments and to purchase the Portfolio Units at the applicable Exercise Price under the Purchase Undertaking. As such, the transaction will carry the full credit and faith of Khazanah which has been accorded a long-term rating of “AAA” by RAM Rating Services Berhad. Following the declaration of a dissolution event pursuant to the terms of the Islamic Securities Programme, the sole rights of each of the Issuer, the Trustee and the Islamic Securities Holders of the relevant series of Islamic Securities will be against Khazanah to pay the Exercise Price in respect of such series. The Islamic Securities Holders will otherwise have no recourse to the Issuer or the Assets. The Issuer’s obligations are not secured by the Portfolio Units, the Assets or any other assets of the Issuer or Khazanah. The Portfolio Units and the Assets are not intended to be security for the Islamic Securities. Rating of the Islamic Securities is not a guarantee of payment It is a condition to the issuance of the Islamic Securities that the Islamic Securities are assigned, on issue, a “AAA” long-term rating by RAM Rating Services Berhad. A rating is not a recommendation to purchase, hold or sell the Islamic Securities. There is no assurance that the rating will remain in effect for any given period of time or that the rating will not be lowered or withdrawn entirely if the circumstances in the future so warrant. In the event that the rating initially assigned to the Islamic Securities is subsequently lowered or withdrawn for any reason, no person or entity will be obligated to provide any additional credit enhancement with respect to the Islamic Securities. Any reduction or withdrawal of a rating may have an adverse effect on the liquidity and market price of the Islamic Securities. Any reduction or withdrawal of a rating will not constitute a dissolution event nor an event obliging Khazanah to pay under the relevant purchase undertaking. There is no obligation on the part of the Issuer, the Joint Lead Managers, the Joint

Risk Factors

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  • Appendix A

    DANGA CAPITAL BERHAD (DANGA OR ISSUER) Proposed Issuance of Islamic securities (Islamic Securities) pursuant to a Ringgit Islamic securities issuance programme (Islamic Securities Programme), which together with the issuance of multi-currency Islamic securities pursuant to a multi-currency Islamic securities issuance programme, will not exceed RM10.0 billion (or its equivalent in foreign currency) in nominal value at ay one time

    RISK FACTORS OF INVESTING IN THE ISLAMIC SECURITIES Each issue of the Islamic Securities under the Islamic Securities Programme will carry different risks and all prospective investors of the Islamic Securities are strongly encouraged to evaluate each Islamic Securities issue on its own merit The Issuer is a Special Purpose Company The Issuer is a special purpose company set up specifically to issue the Islamic Securities. The Issuer will not engage in any business activity other than the issuance of the Islamic Securities and other activities incidental or related thereto. It has a paid-up share capital of RM2.00 and has no other source of income or revenue. Recourse to the Issuer and the Assets are limited Each Islamic Securities issue represents a fraction of undivided interest in the Portfolio Units that ultimately represent a proportionate undivided interest in the specific portfolio of Assets related to that issue. The ability of the Issuer to pay amounts due in respect of the Islamic Securities will be primarily dependent upon Khazanah fulfilling its obligations to make Top-up Payments and to purchase the Portfolio Units at the applicable Exercise Price under the Purchase Undertaking. As such, the transaction will carry the full credit and faith of Khazanah which has been accorded a long-term rating of AAA by RAM Rating Services Berhad. Following the declaration of a dissolution event pursuant to the terms of the Islamic Securities Programme, the sole rights of each of the Issuer, the Trustee and the Islamic Securities Holders of the relevant series of Islamic Securities will be against Khazanah to pay the Exercise Price in respect of such series. The Islamic Securities Holders will otherwise have no recourse to the Issuer or the Assets. The Issuers obligations are not secured by the Portfolio Units, the Assets or any other assets of the Issuer or Khazanah. The Portfolio Units and the Assets are not intended to be security for the Islamic Securities. Rating of the Islamic Securities is not a guarantee of payment

    It is a condition to the issuance of the Islamic Securities that the Islamic Securities are assigned, on issue, a AAA long-term rating by RAM Rating Services Berhad. A rating is not a recommendation to purchase, hold or sell the Islamic Securities. There is no assurance that the rating will remain in effect for any given period of time or that the rating will not be lowered or withdrawn entirely if the circumstances in the future so warrant. In the event that the rating initially assigned to the Islamic Securities is subsequently lowered or withdrawn for any reason, no person or entity will be obligated to provide any additional credit enhancement with respect to the Islamic Securities. Any reduction or withdrawal of a rating may have an adverse effect on the liquidity and market price of the Islamic Securities. Any reduction or withdrawal of a rating will not constitute a dissolution event nor an event obliging Khazanah to pay under the relevant purchase undertaking. There is no obligation on the part of the Issuer, the Joint Lead Managers, the Joint

  • Lead Arrangers, the Trustee or any other person or entity to maintain or procure maintenance of any rating for the Islamic Securities.

    The Assets

    No investigation or enquiry will be made and no due diligence will be conducted in respect of the underlying Assets of each Portfolio. Ultimately payments of amounts due in respect of the Islamic Securities will be dependent on the performance of Khazanah in making payments under the Purchase Undertaking. Liquidity of the Islamic Securities

    The Islamic Securities comprise a new issue of securities for which there is currently no public market. In other words, there can be no assurance regarding the future development of a market for the Islamic Securities the liquidity of any market that may develop for the Islamic Securities, the ability of the holders of the Islamic Securities to sell their Islamic Securities, or the prices at which such holders may be able to sell their Islamic Securities. Political, economic and regulatory considerations

    Adverse developments in the political and economic conditions in Malaysia and other countries in the region could materially affect the financial prospects of the Issuer and/or Khazanah. Political and economic uncertainties include risks of war, expropriation, nationalisation, re-negotiation or nullification of existing contracts, changes in interest rates and methods of taxation and currency exchange controls. The Islamic Securities holders should note that whilst the Issuer and/or Khazanah strives to continue to take effective measures such as prudent financial management and efficient operating procedures, there can be no assurance that adverse political and economic factors will not materially affect the Issuer and/or Khazanah. Change of law The structure of the Islamic Securities Programme and of any issue of Islamic Securities under it is based on Malaysian law and administrative practice in effect as at the date of this termsheet. No assurance can be given as to the impact of any possible change to Malaysian law or administrative practice after the date of this termsheet, nor can any assurance be given as to whether any such change could adversely affect the ability of the Issuer to make payments under the Islamic Securities or the legality and validity of the Issuers and Khazanahs obligation under the Islamic Securities Programme. Each of the Issuer and Khazanah believes that the risks described above are the principal risks inherent in purchasing Islamic Securities, but the inability of the Issuer to repay principal or to pay profit on or in connection with the Islamic Securities may occur for reasons not related to the risk factors identified above and neither the Issuer nor Khazanah represent that the risk factors relating to the holding of Islamic Securities described above are exhaustive. Although the Issuer and Khazanah believes that the various structural elements described in this termsheet diminish some of these risks for Islamic Securities Holders, there can be no assurance that these measures will be sufficient to ensure payment to Islamic Securities Holders of principal and profit on or in connection with the Islamic Securities on a timely basis or at all.