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IDB Trust Services Limited (Islamic Development Bank) Sukuk USD 25,000,000,000 - Prospectus: Second Supplement 13 July 2016

IM Insights
By IM Insights
4 years ago
IDB Trust Services Limited (Islamic Development Bank) Sukuk USD 25,000,000,000 - Prospectus: Second Supplement 13 July 2016


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  1. SECOND SUPPLEMENT DATED 13 JULY 2016 TO THE BASE PROSPECTUS DATED 7 OCTOBER 2015 IDB TRUST SERVICES LIMITED (incorporated as a limited par value company in Jersey with registered number 89541) U.S.$25,000,000,000 Trust Certificate Issuance Programme with, inter alia, the benefit of a Guarantee (in respect of the payment obligations arising under the Portfolio of the relevant Series of Trust Certificates) provided by THE ISLAMIC DEVELOPMENT BANK (an international organisation that derives its legal personality from public international law) This base prospectus supplement (the Base Prospectus Supplement) is supplemental to, forms part of, and must be read and construed in conjunction with, the base prospectus dated 7 October 2015 as supplemented by the first base prospectus supplement dated 22 February 2016 (together, the Base Prospectus) prepared by IDB Trust Services Limited (in such capacity, the Issuer) and the Islamic Development Bank (IsDB) in connection with the Issuer's Trust Certificate Issuance Programme (the Programme) for the issuance of up to U.S.$25,000,000,000 in aggregate principal amount of trust certificates (the Trust Certificates) and the application made for Trust Certificates to be admitted to listing on the Official List of the United Kingdom Financial Conduct Authority (FCA) (in its capacity as competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000, as amended (the FSMA)) and to trading on the regulated market of the London Stock Exchange plc. This Base Prospectus Supplement constitutes a supplement for the purposes of Directive 2003/71/EC (as amended) (the Prospectus Directive) and a supplementary prospectus for the purposes of section 87G of the FSMA. Terms defined in the Base Prospectus shall, unless the context otherwise requires, have the same meaning when used in this Base Prospectus Supplement. To the extent that there is any inconsistency between any statement in this Base Prospectus Supplement and any other statement in, or incorporated by reference in, the Base Prospectus, the statements in this Base Prospectus Supplement will prevail. The purpose of this Base Prospectus Supplement is to a) incorporate by reference into the Base Prospectus the audited annual financial statements of the Issuer for the 12 months ended 30 Dhul Hijjah 1436H (13 October 2015) together with the auditors’ report thereon, b) incorporate by reference into the Base Prospectus the audited annual financial statements of the IsDB – Ordinary Capital Resources for the 12 months ended 30 Dhul Hijjah 1436H (13 October 2015), together with the auditors’ report thereon, and c) update certain other disclosure in the Base Prospectus as described herein. Save as disclosed in this Base Prospectus Supplement, no significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus has arisen or been noted, as the case may be, since the publication of the Base Prospectus. 1
  2. Each of the Issuer and the IsDB accepts responsibility for the information contained in this Base Prospectus Supplement and declares that , having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus Supplement is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. The Dealers, the Agents and the Delegate have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers, the Agents and the Delegate or any of them as to the accuracy or completeness of the information contained in this Base Prospectus Supplement or of any other information provided by the Issuer or the IsDB in connection with the Trust Certificates or their distribution. The Trust Certificates have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act). Subject to certain exceptions, Trust Certificates may not be offered or sold within the United States or to or for the benefit or account of, U.S. persons (as defined in Regulation S under the Securities Act). For a more complete description of restrictions on offers and sales of the securities described in this Base Prospectus Supplement and the Base Prospectus, see pages 10 to 12 and "Subscription and Sale" in the Base Prospectus. This Base Prospectus Supplement may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority of the Kingdom of Saudi Arabia (the Capital Market Authority). The Capital Market Authority does not make any representations as to the accuracy or completeness of this Base Prospectus Supplement, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this Base Prospectus Supplement. Prospective purchasers of Trust Certificates issued under the Programme should conduct their own due diligence on the accuracy of the information relating to the Trust Certificates. If a prospective purchaser does not understand the contents of this Base Prospectus Supplement he or she should consult an authorised financial adviser. 13 July 2016 2
  3. UPDATES TO THE BASE PROSPECTUS With effect from the date of this Base Prospectus Supplement , the information appearing in, or incorporated by reference into, the Base Prospectus shall be supplemented by the information set out as follows: 1. FINANCIAL STATEMENTS OF THE ISSUER On 20 April 2016, the Issuer published its audited annual financial statements for the 12 months ended 30 Dhul Hijjah 1436H (13 October 2015), together with the auditors’ report thereon (the Issuer Financial Statements). A copy of the Issuer Financial Statements has been filed with the FCA and the Issuer Financial Statements are incorporated by reference in, and form part of, this Base Prospectus Supplement in their entirety and, by virtue of this Base Prospectus Supplement, form part of the Base Prospectus. A copy of the Issuer Financial Statements can be obtained from the London Stock Exchange’s website at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html. For the avoidance of doubt, any information incorporated by reference in the Issuer Financial Statements does not form part of this Base Prospectus Supplement or the Base Prospectus. 2. FINANCIAL STATEMENTS OF THE IsDB On 9 March 2016, the IsDB published its audited annual financial statements for the 12 months ended 30 Dhul Hijjah 1436H (13 October 2015), together with the auditors’ report thereon (the IsDB Financial Statements). A copy of the IsDB Financial Statements has been filed with the FCA and the IsDB Financial Statements are incorporated by reference in, and form part of, this Base Prospectus Supplement in their entirety and, by virtue of this Base Prospectus Supplement, form part of the Base Prospectus. A copy of the IsDB Financial Statements can be obtained from the London Stock Exchange’s website at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html. For the avoidance of doubt, any information incorporated by reference in the IsDB Financial Statements does not form part of this Base Prospectus Supplement or the Base Prospectus. 3. NO SIGNIFICANT CHANGE The statements contained in the section of the Base Prospectus entitled “GENERAL INFORMATION – No Significant Change” on page 156 of the Base Prospectus shall be replaced in their entirety with the following: “Since 30 Dhul Hijjah 1436H (13 October 2015) there has been no material adverse change in the prospects of IDB Trust Services Limited nor any significant change in the financial or trading position of IDB Trust Services Limited. Since 30 Dhul Hijjah 1436H (13 October 2015) there has been no material adverse change in the prospects of the IsDB, nor any significant change in the financial or trading position of the IsDB.” 4. NEW FINANCIAL YEAR FOR THE IsDB On 11 June 2015, the Board of Governors of the IsDB (the Board of Governors) resolved that, with effect from 14 October 2015, the financial year of the IsDB will correspond to the Gregorian/Solar (rather than Lunar/Hijri) calendar. As a result, the present financial year of the IsDB commenced on 3
  4. 14 October 2015 and will end on 31 December 2016 , and each financial year of the IsDB thereafter will commence on 1 January and end on 31 December of the relevant Gregorian/Solar calendar year. 5. MATTERS RESOLVED AT ANNUAL MEETING OF BOARD OF GOVERNORS At the 41st annual meeting of the Board of Governors held between 18-19 May 2016, the Board of Governors of the IsDB: • elected H.E. Dr. Bandar bin Mohammed bin Hamza Asaad Hajjar as President of the IsDB (to replace H.E. Dr. Ahmad Mohamed Ali) for a five year term, such term to commence on 1 October 2016; and • resolved that the Cooperative Republic of Guyana shall become a member of the IsDB with effect from the 14 April 2016. 4