pricing supplement superluck properties pte ltd tranche … · 2019-10-22 · singapore through a...
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Pricing Supplement
SUPERLUCK PROPERTIES PTE LTD
(Incorporated with limited liability in Singapore)
S$500,000,000
Secured Multicurrency Medium Term Note Programme
Unconditionally and irrevocably guaranteed by Tuan Sing Holdings Limited
SERIES NO: 001
TRANCHE NO: 001
S$200,000,000 2.80 per cent. Notes Due 2022
Issue Price: 100 per cent.
DBS Bank Ltd.
United Overseas Bank Limited
Principal Paying Agent
Deutsche Bank AG, Singapore Branch
One Raffles Quay, #16-00, South Tower, Singapore 048583
The date of this Pricing Supplement is 16 October 2019.
This Pricing Supplement relates to the Tranche of Notes referred to above.
This Pricing Supplement, under which the Notes described herein (the “Notes”) are issued, is
supplemental to, and should be read in conjunction with, the Information Memorandum dated 13
October 2019 (as revised, supplemented, amended, updated or replaced from time to time, the
“Information Memorandum”) issued in relation to the S$500,000,000 Secured Multicurrency
Medium Term Note Programme of Superluck Properties Pte Ltd (the “Issuer”). Terms defined in the
Information Memorandum have the same meaning in this Pricing Supplement. The Notes will be
issued on the terms of this Pricing Supplement read together with the Information Memorandum.
The Issuer and Tuan Sing Holdings Limited, in its capacity as guarantor (the “Guarantor”), accepts
responsibility for the information contained in this Pricing Supplement which, when read together
with the Information Memorandum, contains all information that is material in the context of the issue
and offering of the Notes and the giving of the Guarantee or the Security under the Notes Security
Documents.
This Pricing Supplement does not constitute, and may not be used for the purposes of, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any
person to whom it is unlawful to make such offer or solicitation, and no action is being taken to
permit an offering of the Notes or the distribution of this Pricing Supplement in any jurisdiction where
such action is required.
Where interest, discount income, prepayment fee, redemption premium or break cost is derived from
any of the Notes by any person who is not resident in Singapore and who carries on any operations in
Singapore through a permanent establishment in Singapore, the tax exemption available for qualifying
debt securities (subject to certain conditions) under the Income Tax Act, Chapter 134 of Singapore (the
“Income Tax Act”) shall not apply if such person acquires such Notes using the funds and profits of
such person’s operations through a permanent establishment in Singapore. Any person whose
interest, discount income, prepayment fee, redemption premium or break cost derived from the Notes
is not exempt from tax (including for the reasons described above) shall include such income in a
return of income made under the Income Tax Act.
There has been no material adverse change, or any development which is likely to lead to a material
adverse change in the financial condition, properties, assets, results of operations or business of the
Issuer, the Guarantor or the Group, taken as a whole since (in the case of the Issuer) 31 December
2018 and (in the case of the Guarantor) 30 June 2019.
Notification under Section 309B of the Securities and Futures Act, Chapter 289 of Singapore:
The Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice
SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
PRIIPs REGULATION - PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are
not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area (“EEA”). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as
amended or superseded, the “Insurance Mediation Directive”), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Directive 2003/71/EC (as amended or superseded, the “Prospectus
Directive”). Consequently no key information document required by Regulation (EU) No 1286/2014
(as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
The terms of the Notes and additional provisions relating to their issue are as follows:
1. Series No.:
001
2. Tranche No.:
001
3. Currency:
Singapore Dollars
4. Principal Amount of Series:
S$200,000,000
5. Principal Amount of Tranche:
S$200,000,000
6. Denomination Amount:
S$250,000
7. Calculation Amount (if different
from Denomination Amount):
Not Applicable
8. Issue Date:
18 October 2019
9. Redemption Amount
(including early redemption):
Denomination Amount
10. Interest Basis: Fixed Rate
11.
Interest Commencement Date:
18 October 2019
12. Interest Coverage Ratio
(Condition 3(b)(i)(1)):
1.1:1
13. Initial Deposit Amount
(Condition 3(b)(i)(aa)):
Applicable
S$5,600,000
For the avoidance of doubt, for
the purposes of the calculation of
the Interest Coverage Ratio for
Condition 3(b)(i)(1), the amount
standing to the credit of the
Interest Coverage Reserve
Account includes the Initial
Deposit Amount.
14. Withdrawal Mechanism
(Condition 3(b)(i)(cc)):
Condition 3(b)(i)(cc) shall be
deleted and substituted with
Annex 1.
15. Fixed Rate Note
(a) Maturity Date:
18 October 2022
(b) Day Count Fraction: Actual/365 (Fixed)
(c) Interest Payment Date(s): Interest on the Notes will be
payable semi-annually in arrear
on the dates falling on 18 April
and 18 October in each year,
commencing on 18 April 2020
(d) Initial Broken Amount:
Not Applicable
(e) Final Broken Amount: Not Applicable
(f) Interest Rate: 2.80 per cent. per annum
16.
Floating Rate Note Not Applicable
17. Variable Rate Note
Not Applicable
18. Hybrid Note
Not Applicable
19.
Zero Coupon Note Not Applicable
20. Issuer’s Redemption Option
Issuer’s Redemption Option Period
(Condition 5(e)):
No
Not Applicable
21. Noteholders’ Redemption Option
Noteholders’ Redemption Option Period
(Condition 5(f)(i)):
No
Not Applicable
22. Issuer’s Purchase Option
Issuer’s Purchase Option Period
(Condition 5(c)):
No
Not Applicable
23. Noteholders’ VRN Purchase Option
Noteholders VRN Purchase Option Period
(Condition 5(d)(i)):
No
Not Applicable
24. Noteholders’ Purchase Option
Noteholders’ Purchase Option Period
(Condition 5(d)(ii)):
No
Not Applicable
25. Redemption for Taxation Reasons
(Condition 5(g)):
Yes
26. Notes to be represented on issue by: Permanent Global Note
27.
Temporary Global Note
exchangeable for Definitive Notes:
No
28.
Temporary Global Note exchangeable for Permanent Global Note:
No
29. Applicable TEFRA exemption: C Rules
30. Listing:
Singapore Exchange Securities
Trading Limited
31. ISIN Code:
SGXF48225332
32. Common Code:
Not Applicable
33. Clearing System(s): The Central Depository (Pte)
Limited
34. Depository: The Central Depository (Pte)
Limited
35. Delivery:
Delivery free of payment
36. Method of issue of Notes:
Syndicated Issue
37. The following Dealer(s) are subscribing for the
Notes:
DBS Bank Ltd.
United Overseas Bank Limited
38.
Stabilising Manager(s) (if any):
Not Applicable
39.
Prohibition of Sales to EEA Retail Investors:
Not Applicable
40. Paying Agent:
Principal Paying Agent
41.
Calculation Agent:
Not Applicable
42.
Date of Calculation Agency Agreement
Not Applicable
43.
The aggregate principal amount of Notes issued
has been translated in Singapore dollars at the rate
of [●] producing a sum of (for Notes not
denominated in Singapore dollars):
Not Applicable
44. Private Bank Rebate/Commission Not Applicable
45. Other terms:
Condition 3(b)(i)(cc) shall be
deleted and substituted with
Annex 1.
Details of any additions or variations to the
terms and conditions of the Notes as set
out in the Information Memorandum:
Condition 3(b)(i)(cc) shall be
deleted and substituted with
Annex 1.
Any additions or variations to the selling
restrictions:
Not Applicable
Annex 1
“(cc) Six Months Pro-Forma Interest
So long as the Interest Coverage Ratio is less than 2:1 (without taking into account any
moneys standing to the credit of the Interest Coverage Reserve Account):
(I) the Issuer and the Guarantor shall procure that the ICRA Provider shall maintain an
amount equivalent to the Six Months Pro-Forma Interest standing to the credit of the
Interest Coverage Reserve Account at all times; and
(II) the Issuer shall, on or prior to a drawdown under Facility B:
(A) deliver to the Notes Trustee and the Notes Security Trustee a Compliance
Certificate stating:
(1) the Total Secured Debt immediately after such drawdown;
(2) the Six Months Pro-Forma Interest immediately after such
drawdown; and
(3) the Top-Up Amount; and
(B) credit, or procure the ICRA Provider to credit, no later than the date of such
drawdown a sum no less than the Top-Up Amount into the Interest
Coverage Reserve Account;
(dd) Withdrawal Mechanism When Interest Coverage Ratio is Less Than 2:1
Upon the repayment or prepayment of any amount under Facility A or Facility B, any amount
standing to the credit of the Interest Coverage Reserve Account may be withdrawn (and, for
the avoidance of doubt, there shall be no limit to the number of withdrawals) provided that
each of the following conditions is satisfied:
(I) no Event of Default is continuing or would result from the proposed withdrawal;
(II) an amount not less than the Six Months Pro-Forma Interest remains standing to the
credit of the Interest Coverage Reserve Account; and
(III) the Issuer shall have delivered to the Notes Trustee and the Notes Security Trustee
prior to the date of the withdrawal a Compliance Certificate signed by a director and
an authorised signatory of the Issuer confirming compliance with the conditions set
out in paragraphs (dd)(I) and (dd)(II) above;
(ee) Withdrawal Mechanism When Interest Coverage Ratio is Not Less Than 2:1
Without prejudice to Condition 3(b)(i)(dd) above, any amount standing to the credit of the
Interest Coverage Reserve Account may be withdrawn following the delivery by the Issuer of
the Compliance Certificate for any Test Period provided that each of the following conditions
is satisfied:
(I) no Event of Default is continuing or would result from the proposed withdrawal;
(II) the Interest Coverage Ratio for that Test Period is not less than 2:1 without taking
into account any moneys standing to the credit of the Interest Coverage Reserve
Account; and
(III) such Compliance Certificate confirms compliance with the conditions set out in
paragraphs (ee)(I) and (ee)(II) above.
(ff) Calculations
(I) the covenant set out in Condition 3(b)(i)(cc)(I) shall be tested on each Test Date by
reference to the Compliance Certificates delivered to the Notes Trustee and the Notes
Security Trustee pursuant to Clause 19.1 of the Notes Trust Deed;
(II) the Interest Coverage Ratio shall be tested on any Test Date by reference to the
financial statements of the Issuer and the Compliance Certificates delivered to the
Notes Trustee and the Notes Security Trustee pursuant to Clauses 19.1 and 19.2 of
the Notes Trust Deed; and
(gg) Definitions
For the purposes of the Conditions:
(I) “Six Months Pro-Forma Interest” means an amount calculated in accordance with
the following formula:
Six Months Pro-Forma Interest = PA x Coupon Rate x 0.5
where:
PA = the aggregate principal amount of the Total Secured Debt at that time; and
Coupon Rate = the Interest Rate for the Series 001 Notes (expressed as a
percentage).
(II) “Top-Up Amount” means an amount required to be credited into the Interest
Coverage Reserve Account to ensure that an amount equivalent to the Six Months
Pro-Forma Interest is standing to the credit of the Interest Coverage Reserve
Account.”
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