EIB Sukuk Company Ltd USD 500,000,000 4.718% 18-Jan-2017 - Final Terms

Transcription

1. EIB Sukuk Company Ltd . U.S.$2,500,000,000 Trust Certificate Issuance Programme U.S.$500,000,000 Trust Certificates due 2017 (ISIN: XS0731642491) Application has been made to the Dubai Financial Services Authority (the "DFSA") for the U.S.$500,000,000 Trust Certificates due 2017 (ISIN: XS0731642491) (the "Trust Certificates") issued under EIB Sukuk Company Ltd.'s U.S.$2,500,000,000 (formerly U.S.$1,000,000,000) Trust Certificate Issuance Programme (the "Programme") to be admitted to the Official List of Securities maintained by the DFSA as Exempt Securities pursuant to Rule 2.4.1(i) of the Markets Rules of the DFSA Rulebook (“MKT”). Application has also been made to NASDAQ Dubai for the Trust Certificates to be admitted to trading on NASDAQ Dubai. A copy of the final terms dated 17 January 2012 with respect to the Trust Certificates is attached hereto. The key information relating to the issuer, the obligor and the guarantor under the programme is available in the updated base prospectus relating to the Programme dated 24 October 2012 as supplemented by a supplemental prospectus dated 7 November 2012 (together, the "Base Prospectus") which was approved by the DFSA under the DFSA's Markets Rule 2.7.1 on 12 September 2013. The Base Prospectus contains the relevant information which is required to be disclosed pursuant to Rule 2.5.2(1)(b) of MKT for admission of Exempt Securities to trading on NASDAQ Dubai. This summary document has been approved by the DFSA on, and is dated, 12 September 2013.
2. APPLICABLE FINAL TERMS 17 January 2012 EIB Sukuk Company Ltd . Issue of U.S.$500,000,000 Trust Certificates due 2017 under the U.S.$1,000,000,000 Trust Certificate Issuance Programme PART A – CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 15 September 2011, as supplemented by the supplemental base prospectus dated 22 December 2011 (the Base Prospectus), which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Trust Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer, Emirates Islamic Bank PJSC, Emirates NBD PJSC and the offer of the Trust Certificates is only available on the basis of a combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at the registered office of the Issuer at c/o Deutsche Bank (Cayman) Limited, P.O. Box 1984, Boundary Hall, Cricket Square, George Town, Grand Cayman KY1-1104, Cayman Islands and the Principal Paying Agent at Winchester House, 1 Great Winchester Street, London EC2N 2DB and copies may be obtained from those offices. 1. Issuer and Trustee: EIB Sukuk Company Ltd. 2. (i) Obligor: Emirates Islamic Bank PJSC (ii) Guarantor: Emirates NBD PJSC 3. Series Number: 2 4. Specified Currency: U.S. dollars (U.S.$) 5. Aggregate Face Amount of Series: U.S.$500,000,000 6. Issue Price: 100 per cent. of the Aggregate Face Amount 7. Specified Denominations: U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof 8. (a) Issue Date: 18 January 2012 (b) Return Accrual Commencement Date: Issue Date 9. Maturity Date: 10. Periodic Distribution Amount Basis: 0013035-0000735 DB:4621599.3 18 January 2017 4.718 per cent. Fixed Periodic Distribution Amount 1
3. 11 . Dissolution Basis: Dissolution at par 12. Change of Periodic Distribution Basis: Not Applicable 13. Call/Put Options: Not Applicable 14. Status: Unsubordinated 15. Method of distribution: Syndicated PROVISIONS RELATING TO PERIODIC DISTRIBUTIONS PAYABLE 16. Fixed Periodic Distribution Provisions Applicable (a) Rate: 4.718 per cent. per annum payable semi-annually in arrear (b) Periodic Distribution Dates: 18 July and 18 January in each year up to and including the Maturity Date (c) Fixed Amount: U.S.$4,718 per Trust Certificate of U.S.$200,000 Specified Denomination (d) Broken Amount(s): Not Applicable (e) Day Count Fraction: 30/360 (f) Determination Date(s): Not Applicable (g) Other terms relating to the method of calculating Fixed Periodic Distributions: Not Applicable 17. Floating Provisions Periodic Distribution Not Applicable PROVISIONS RELATING TO DISSOLUTION 18. Optional Dissolution (Call): Not Applicable 19. Final Dissolution Amount: U.S.$200,000 per Trust Certificate of U.S.$200,000 Specified Denomination 20. Early Dissolution Amount (Tax): Final Dissolution Amount 21. Dissolution Amount pursuant to Condition 14: U.S.$200,000 per Trust Certificate of U.S.$200,000 Specified Denomination 0013035-0000735 DB:4621599.3 2
4. PROVISIONS RELATING TO OPTIONAL REDEMPTION 22 . Optional Redemption (Investor Put): Not Applicable GENERAL PROVISIONS APPLICABLE TO THE TRUST CERTIFICATES 23. Form of Trust Certificates: Global Trust Certificate exchangeable for Trust Certificates in definitive registered form in the limited circumstances specified in the Global Trust Certificate 24. Additional Financial Centre(s): Not Applicable PROVISIONS IN RESPECT OF THE CO-OWNERSHIP ASSETS 25. Co-ownership Assets on the Issue Date: As scheduled to the Supplemental Purchase Contract dated 18 January 2012, a copy of which schedule is set out in the Annex hereto 26. Co-ownership interests in the CoOwnership Assets: Issuer: Obligor: 27. Trust Assets: Condition 5.1 (Trust Assets) applies 28. Details of Transaction Account: EIB SUKUK COMPANY LTD SERIES 2 Account No: 0286922-0000-USD-001-CTA Deutsche Bank AG, London Branch Transaction 29. Other Information: 99.533 per cent. 0.467 per cent. with Document (a) Supplemental Trust Deed: Supplemental Trust Deed dated 18 January 2012 between the Issuer, the Trustee, the Obligor, the Guarantor and the Delegate (b) Supplemental Contract: Supplemental Purchase Contract dated 18 January 2012 between the Issuer, the Trustee and the Obligor (c) Late Payment Percentage: (For the purpose of Clause 3.4 of the Purchase Undertaking Deed) Purchase 30. Other final terms: 1 per cent. per annum Not Applicable DISTRIBUTION 31. (a) If syndicated, Managers: 0013035-0000735 DB:4621599.3 names of Joint Lead Managers: Citigroup Global Markets Limited Emirates NBD Capital Limited HSBC Bank plc National Bank of Abu Dhabi P.J.S.C. Standard Chartered Bank The Royal Bank of Scotland plc 3
7. PART B – OTHER INFORMATION 1. 2. LISTING AND ADMISSION TO TRADING (i) Listing: London (ii) Admission to trading: Application has been made for the Trust Certificates to be admitted to trading on the London Stock Exchange's regulated market and listed on the Official List of the UK Listing Authority with effect from 18 January 2012 (iii) Estimate of total expenses related to admission to trading: GBP 3,650 RATINGS Ratings: The Trust Certificates to be issued have been rated: Moody’s: A3 (Neg) Fitch: A+ (Stable) Moody's Investors Services Ltd. is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended). As such Moody's Investors Services Ltd. is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation. Fitch Ratings Ltd is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended). As such Fitch Ratings Ltd is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation. 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Managers, so far as each of the Issuer, the Obligor and the Guarantor is aware, no person involved in the issue of the Trust Certificates has an interest material to the offer. 4. YIELD (Fixed Periodic Distribution Trust Certificates only) Indication of yield: 0013035-0000735 DB:4621599.3 4.718 per cent. per annum The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 5
8. 5 . OPERATIONAL INFORMATION (i) ISIN Code: XS0731642491 (ii) Common Code: 073164249 (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s) Not Applicable (iv) Delivery: Delivery against payment (v) Names and addresses of additional Paying Agent(s) (if any): Not Applicable 0013035-0000735 DB:4621599.3 6
9. Annex to the Final Terms Co-ownership Assets List of Co-ownership Assets in Respect of U .S.$500,000,000 Trust Certificates due 2017 No. 1. 2. 3. 4. 5. 6. 7. Description of Asset Units in asset-based fund Units in asset-based fund Units in asset-based fund Units in asset-based fund Units in asset-based fund Units in asset-based fund Asset based Sukuk Obligor's Reference Number Contract type Real estate X626035 Real estate Obligor Share (0.467%) (USD '000) Final Maturity Principal Amount Due (USD '000) Subscription Agreement 20/08/2016 15,215.08 71.08 15,144.00 C625962 Subscription Agreement 30/04/2016 5,000.00 23.36 4,976.64 Real estate K626019 Subscription Agreement 30/11/2016 3,000.00 14.02 2,985.98 Infrastructure L626060 Subscription Agreement 09/03/2012 10,224.88 47.77 10,177.11 Infrastructure/real estate J626114 Subscription Agreement 30/06/2013 113,083.31 528.30 112,555.01 Infrastructure/real estate P626061 Subscription Agreement 15/07/2012 30,979.58 144.73 30,834.85 16/07/2012 15,000.00 70.08 14,929.92 16/08/2013 13,612.85 63.60 13,549.25 03/11/2014 15,000.00 70.08 14,929.92 13/06/2012 10,000.00 46.72 9,953.28 27/11/2012 26,681.19 124.65 26,556.54 21/07/2013 40,838.55 190.79 40,647.76 Contract Description Real estate X626022 8. Asset based sukuk Real estate X626094 9. Asset based sukuk Real estate N626209 10. Assetbased Sukuk Mudarabah Working Capital W626030 11. Asset based sukuk Real Estate R626051 12. Asset based Real Estate Q625972 0013035-0000735 DB:4621599.3 Lease of Properties in KSA Lease of plant and machineries of DEWA in UAE Lease of assets to Department of Finance, UAE Mudarabah Agreement with DIFC, UAE Musharaka Agreement with JAFZ, UAE Lease Agreement 7 Issuer Share (99.533%) (USD '000)
10. No . Description of Asset Contract Description Obligor's Reference Number sukuk 13. 14. Ijara (leased) asset Ijara (leased) asset Real estate R922185 Real estate S922194 15. Ijara (leased) asset Real estate W922145 16. Ijara (leased) asset Real estate K922181 17. Ijara (leased) asset Real estate N922182 18. Ijara (leased) asset Real estate G922195 19. Ijara (leased) asset Real estate J922211 20. Ijara (leased) asset Real estate U922208 21. Ijara (leased) asset Real estate G922210 22. Ijara (leased) asset Real estate GH922210 23. Ijara Real estate FD922209 0013035-0000735 DB:4621599.3 Contract type with Tamweel in UAE Lease of Bu Kadra plot, Dubai Lease of Al Mamzar plot, Dubai Lease of City Plaza Building plot, Al Khan, Sharjah Lease of Rocky Building plot, Al Nahda, Dubai Lease of Jawaher Building plot, Al Nahda 2, Dubai Lease of Al Zahra Building plot, Al Nabaa, Sharjah Lease of Mankhoul Building plot, Mankhoul, Dubai Lease of Discovery Garden Building plot, Dubai Lease of Al Mamzar I Building plot, Al Mamzar, Dubai Lease of Al Mamzar II Building plot, Al Mamzar, Dubai Lease of RAK 8 Obligor Share (0.467%) (USD '000) Final Maturity Principal Amount Due (USD '000) Issuer Share (99.533%) (USD '000) 31/12/2027 13,388.79 62.55 13,326.24 31/12/2027 9,297.14 43.43 9,253.71 31/12/2027 7,623.20 35.61 7,587.59 31/12/2027 9,529.00 44.52 9,484.48 31/12/2027 8,984.48 41.97 8,942.51 31/12/2027 16,335.42 76.32 16,259.10 31/12/2027 9,529.00 44.52 9,484.48 31/12/2027 10,887.56 50.86 10,836.70 31/12/2027 34,304.38 160.26 34,144.12 31/12/2027 32,943.10 153.90 32,789.20 31/12/2027 17,696.71 82.67 17,614.04
11. No . Description of Asset Contract Description Obligor's Reference Number (leased) asset 24. Ijara (leased) asset Ijara 25. (leased) asset Ijara 26. (leased) asset Ijara 27. (leased) asset Ijara 28. (leased) asset Ijara 29. (leased) asset Ijara 30. (leased) asset Total (AED) Total (USD) Real estate Q922255 Real estate B591910 Real estate Q694250 Real estate R522121 Real estate K207515 Real estate A130119 Real estate M631119 0013035-0000735 DB:4621599.3 Contract type Tower Building plot, Defan Al Nakheel, Ras Al Khaima Lease of FUJ Tower Building plot Meraishid, Fujairah Lease of Building/Villa plot in Dubai Lease of Building/Villa plot in Dubai Lease of Building plot in Dubai Lease of Building plot in Sharjah Lease of Building plot in Dubai Lease of Building plot in Dubai 9 Final Maturity Principal Amount Due (USD '000) Obligor Share (0.467%) (USD '000) Issuer Share (99.533%) (USD '000) 31/12/2027 7,623.20 35.61 7,587.59 01/06/2031 3,838.82 17.93 3,820.89 09/10/2027 6,615.85 30.91 6,584.94 21/03/2029 3,372.86 15.76 3,357.10 24/02/2030 4,786.93 22.36 4,764.57 04/08/2028 4,268.99 19.94 4,249.05 25/11/2028 2,685.98 12.55 2,673.43 502,346.85 2,346.85 500,000.00