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Malaysia Debt Ventures Berhad (MDV) IMTN Sukuk RM2 Billion - Principal Terms and Conditions

IM Insights
By IM Insights
3 months ago
Malaysia Debt Ventures Berhad (MDV) IMTN Sukuk RM2 Billion - Principal Terms and Conditions

Murabahah, Shariah, Sukuk, Takaful, Tawarruq, Wakalah, Ibra’, Provision, Wakeel


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  1. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions (A) CORPORATE INFORMATION OF ISSUER (1) Name : Malaysia Debt Ventures Berhad (“MDV” or "Issuer") (2) Address : Registered Address: Level 5, Menara Bank Pembangunan 1016, Jalan Sultan Ismail 50250 Kuala Lumpur Business Address: Level 5, Menara Bank Pembangunan 1016, Jalan Sultan Ismail 50250 Kuala Lumpur (3) Date of incorporation: 23 April 2002 (4) Place of incorporation Malaysia : (5) Business/Company : Registration Number (Old) Not Applicable (6) Business/Company : Registration Number (New) 200201010450 (578113-A) (7) Residence status : Resident Controlled Company (8) Place of listing : Not Listed (9) Date of listing : Not Listed (10) Principal activities of : Issuer Provision of both conventional and Islamic financing facilities to the Information and Communications Technology (“ICT”) industry, biotechnology industry, green technology industry and other emerging technology sectors as mandated by the Government of Malaysia to spur the development of these industries in Malaysia Printed on : 20/12/2021 12:20 Page 1 of 30
  2. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions (11) Issued and paid-up : share capital The issued and paid-up capital of the Issuer as at 15 December 2021 is Ringgit Malaysia Five Hundred Million (RM500,000,000.00) comprising Five Hundred Million (500,000,000) ordinary shares (12) Structure of : shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders The structure of shareholdings and names of shareholders of the Issuer as at 15 December 2021 are as follows: (13) Board of directors Name of shareholder Minister of Finance (Incorporated) Federal Land Commissioner No. of shares held 499,999,999 1 % of shareholding 99.9999998 0.0000002 : No. Name 1 Khairul Azwan Bin Harun 2 Dato' Asmuni Bin Sudin 3 Dr. Azura Binti Othman 4 Dr. Mohd Nor Azman Bin Hassan 5 Dato' Dr. Mohd Zaidi Bin Md Zain @ Zakaria 6 Nahidah Binti Usman 7 Nazidah Binti Ahmad Azli 8 Puvanesan A/L Subenthiran Additional Notes: The board of directors of the Issuer as at 15 December 2021. (14) Disclosure of the following (i) : If the Issuer or : its board members have been convicted or charged with any offence The Issuer and its board members have not been convicted or charged with any offence under any securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law and no action has been initiated against the Issuer and its board members for breaches of the same for the past ten (10) years prior to the lodgement. Printed on : 20/12/2021 12:20 Page 2 of 30
  3. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions under any securities laws, corporation laws or other laws involving fraud or dishonesty in a court of law, or if any action has been initiated against the Issuer or its board members for breaches of the same, for the past ten years prior to the lodgement/ since incorporation (for Issuer incorporated less than ten years) (ii) If the Issuer has: been subjected to any action by the stock exchange for any breach of the listing requirements or rules issued by the stock exchange, for the past five years prior to the lodgement Not applicable as the Issuer is not a listed company. (B) PARTIES TO THE TRANSACTION (a) Origination No. Roles Name of parties 1 Issuer Malaysia Debt Ventures Berhad 2 Principal Adviser Maybank Investment Bank Berhad Printed on : 20/12/2021 12:20 Page 3 of 30
  4. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions 3 Lead Arranger Maybank Investment Bank Berhad 4 Solicitors Albar & Partners 5 Credit Rating Agency RAM Rating Services Berhad 6 Shariah Adviser Maybank Islamic Berhad 7 Sukuk Trustee AmanahRaya Trustees Berhad 8 Facility Agent Maybank Investment Bank Berhad (b) At the point of distribution No. Roles Name of parties 1 Issuer Malaysia Debt Ventures Berhad 2 Lead Manager Maybank Investment Bank Berhad 3 Facility Agent Maybank Investment Bank Berhad 4 Shariah Adviser Maybank Islamic Berhad 5 Central Depository Bank Negara Malaysia 6 Paying Agent Bank Negara Malaysia (c) After distribution No. Roles Name of parties 1 Issuer Malaysia Debt Ventures Berhad 2 Principal Adviser Maybank Investment Bank Berhad 3 Facility Agent Maybank Investment Bank Berhad 4 Sukuk Trustee AmanahRaya Trustees Berhad Printed on : 20/12/2021 12:20 Page 4 of 30
  5. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions 5 Credit Rating Agency RAM Rating Services Berhad 6 Shariah Adviser Maybank Islamic Berhad 7 Central Depository Bank Negara Malaysia 8 Paying Agent Bank Negara Malaysia (C) DETAILS OF FACILITY/PROGRAMME (1) Name of facility : Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar (2) One-time issue or programme : Programme (3) Shariah principles (for sukuk) : 1. Wakalah bi al-Istithmar 2. Murabahah (via Tawarruq arrangement) (4) Facility description : (for ringgitdenominated sukuk, to provide description as cleared by the SC) An Islamic commercial papers programme of up to Ringgit Malaysia Five Hundred Million (RM500,000,000.00) in nominal value (“ICP Programme”) and an Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value (“IMTN Programme”), both based on the Shariah principle of Wakalah Bi Al-Istithmar. The ICP Programme and the IMTN Programme are collectively referred to as “Sukuk Wakalah Programmes”. The Islamic commercial papers to be issued from time to time under the ICP Programme are referred to as “ICP” and the Islamic medium term notes to be issued from time to time under the IMTN Programme are referred to as “IMTN”. The ICP and the IMTN are collectively referred to as “Sukuk Wakalah”. The issuance of each tranche (as defined herein) of the Sukuk Wakalah from time to time under the Sukuk Wakalah Programmes shall be effected as follows: (1) Pursuant to a Wakalah agreement entered into between the Sukuk Trustee (acting on behalf of the holders of the Sukuk Wakalah (“Sukukholders”)) and the Issuer (“Wakalah Agreement”), the Sukuk Trustee (acting on behalf of the Sukukholders) shall appoint the Issuer to act as its agent (“Wakeel”) to perform services which include investing the issue proceeds raised from the Sukuk Wakalah (“Sukuk Proceeds”) in a Shariah-compliant Wakalah portfolio (“Wakalah Portfolio”) and managing the Wakalah Portfolio in accordance with the terms of the Wakalah Agreement. Each Wakalah Portfolio shall comprise a combination of investment in the Printed on : 20/12/2021 12:20 Page 5 of 30
  6. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions following: (a) the Shariah-compliant general business of MDV which constitute the provision of Islamic financing facilities to the information and communications technology industry, biotechnology industry, green technology industry and other emerging technology sectors as mandated by the Government of Malaysia (“Shariahcompliant Business”) excluding any Shariah non-compliant activities of MDV; and (b) the Commodities (as defined herein) to be sold to MDV as purchaser (“Purchaser”) under the Shariah principle of Murabahah (via Tawarruq arrangement) (“Commodity Murabahah Investment”). (2) The Issuer shall from time to time issue the Sukuk Wakalah to the Sukukholders and the Sukukholders shall subscribe to the Sukuk Wakalah by paying the Sukuk Proceeds. The Wakeel shall declare a trust on the Trust Assets (as defined herein) for the benefit of the Sukukholders. The Sukuk Wakalah shall represent the Sukukholders’ undivided and proportionate beneficial interests in the Trust Assets. “Trust Assets” shall comprise (a) the Sukuk Proceeds; (b) the Wakalah Portfolio; and (c) the rights, title, interests, entitlement and benefit of the Sukukholders in, to and under the Transaction Documents (as defined herein). (3) Pursuant to an investment agreement entered into between the Wakeel and MDV as the investment manager (“Investment Manager”) (“Investment Agreement”), the Wakeel (on behalf of the Sukukholders) shall utilise at least thirty three percent (33%) and no more than sixty seven percent (67%) of the Sukuk Proceeds of the relevant tranche of the Sukuk Wakalah to invest into the Shariahcompliant Business via the Investment Manager, subject to the valuation principles set out in the Wakalah Agreement. The Shariah-compliant Business shall be managed by the Investment Manager for the benefit of the Sukukholders. For the avoidance of doubt: (a) the above ratio of at least thirty three percent (33%) of the Sukuk Proceeds of the relevant tranche of the Sukuk Wakalah is only applicable at the point of initial investment for each tranche of the Sukuk Wakalah and does not need to be maintained throughout the tenure of the relevant tranche of the Sukuk Wakalah. However, the Wakeel shall ensure that the Shariah-compliant Business shall at all times be a component of the Wakalah Portfolio; and (b) the Sukukholders shall via the trust deed of the Sukuk Wakalah Programmes (“Trust Deed”) provide their upfront consent to the Issuer to create future trusts over the Shariah-compliant Business (“Future Trusts”) to facilitate any transactions undertaken in connection with any proposed Islamic financing facilities to be obtained by the Issuer, so long as the interests in the Future Trusts does not overlap with the interests of the Sukukholders in the Shariah-compliant Business under the Wakalah Portfolio. The ownership of the Shariah-compliant Business allocated for the Wakalah Portfolio for any Sukuk Wakalah issued under the Sukuk Wakalah Programmes shall be based on mal musha` (pro rata) basis which refers to a joint ownership over the Shariah-compliant Business on undivided and proportionate basis. Thus, entitling the Sukukholders to the share of income in the Shariah-compliant Business based on their proportionate ownership. (4) The remaining Sukuk Proceeds (after investment in the Shariah-compliant Printed on : 20/12/2021 12:20 Page 6 of 30
  7. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions Business) shall be utilised by the Wakeel for investment in the Commodity Murabahah Investment. The Commodity Murabahah Investment shall be effected as follows: (a) Pursuant to a commodity Murabahah investment agreement entered into between the Wakeel, the Purchaser and the Sukuk Trustee (“Commodity Murabahah Investment Agreement”), the Purchaser shall, from time to time, issue a purchase order (“Purchase Order”) to the Wakeel and the Sukuk Trustee (both acting on behalf of the Sukukholders) with an irrevocable and unconditional undertaking to purchase the Commodities from the Wakeel at the Deferred Sale Price (as defined herein). (b) Pursuant to the Purchase Order, the Wakeel (acting on behalf of the Sukukholders) shall appoint a commodity trading participant (“CTP”) under a CTP purchase agreement (“CTP Purchase Agreement”) to purchase the Commodities on spot basis from the commodity supplier at Bursa Suq Al-Sila’ or such other independent commodity trading platforms acceptable to the Shariah Adviser (“Commodity Supplier”) at the commodity purchase price equivalent to such remaining Sukuk Proceeds after investment into the Shariah-compliant Business (“Commodity Purchase Price”). The Commodity Purchase Price shall be determined prior to each issuance of the Sukuk Wakalah and shall be in accordance with the asset pricing requirements stipulated under the Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework issued by the Securities Commission Malaysia (“SC”) on 9 March 2015 (revised on 22 November 2021) (as may be amended and/or substituted from time to time) (“LOLA Guidelines”). (c) Upon acquiring the Commodities, the Wakeel (on behalf of the Sukukholders) shall sell the Commodities to the Purchaser for a sale price equivalent to the Commodity Purchase Price plus the profit margin payable on deferred basis (“Deferred Sale Price”), pursuant to the terms and conditions of a sale and purchase agreement (“Sale and Purchase Agreement”). For the avoidance of doubt, the Deferred Sale Price shall be equal to the aggregate of the Expected Periodic Distribution Amount (as defined herein), if any, and the nominal value of the Sukuk Wakalah. (d) Upon the purchase of the Commodities, the Purchaser shall appoint a CTP under a CTP sale agreement (“CTP Sale Agreement”) to subsequently sell the Commodities to Bursa Malaysia Islamic Services Sdn Bhd or such other independent commodity trading platforms acceptable to the Shariah Adviser (“Commodity Buyer”) on spot basis for an amount equivalent to the Commodity Purchase Price. (5) The Wakeel shall distribute returns generated from the Wakalah Portfolio (“Income”) up to: (a) in respect of Sukuk Wakalah with periodic distributions, the Expected Periodic Distribution Amount to the Sukukholders in the form of periodic distributions on the Periodic Distribution Date (as defined herein); or (b) in respect of Sukuk Wakalah without periodic distributions, the expected one-off distribution amount which shall be equal to the difference between the nominal value of the relevant tranche of the Sukuk Wakalah and the Sukuk Proceeds of the relevant tranche of the Sukuk Wakalah (“Expected One-off Distribution Amount”) to the Sukukholders in the form of a one-off distribution on the date of declaration of a Printed on : 20/12/2021 12:20 Page 7 of 30
  8. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions Dissolution Event (as defined herein) (“Dissolution Declaration Date”) or the maturity date of the relevant tranche of the Sukuk Wakalah (”Scheduled Dissolution Date”) or in relation to the IMTN, the date of early redemption, whichever is earlier. Any excess above the Expected Periodic Distribution Amount or the Expected One-off Distribution Amount, as the case may be, shall be waived by the Sukukholders and retained by the Wakeel as incentive fee. (6) MDV (as the obligor (“Obligor”)) shall issue a purchase undertaking (“Purchase Undertaking”) in favour of the Sukuk Trustee (for the benefit of the Sukukholders), under which the Obligor undertakes to purchase the Sukukholders’ interests in the Shariah-compliant Business from the Sukuk Trustee (acting on behalf of the Sukukholders) on (a) a Scheduled Dissolution Date or (b) the Dissolution Declaration Date (whichever is earlier) at the relevant Exercise Price (as defined herein) by entering into a sale agreement (“Sale Agreement”). “Exercise Price” means the fair value of the Shariah-compliant Business determined based on the valuation principles set out in the Wakalah Agreement, at the relevant Scheduled Dissolution Date, the Dissolution Declaration Date or in relation to the IMTN, the date of early redemption (as the case may be). The fair value of the Shariah-compliant Business shall be based on the total Islamic portfolio of MDV as reflected in the latest available audited financial statements of MDV at the relevant Scheduled Dissolution Date, the Dissolution Declaration Date or in relation to the IMTN, the date of early redemption (as the case may be) or such other valuation principles approved by the Shariah Adviser. (7) In relation to the IMTN, the Sukuk Trustee (acting on behalf of the Sukukholders) shall issue a sale undertaking (“Sale Undertaking”) in favour of the Issuer, under which the Sukuk Trustee undertakes to sell the Sukukholders’ interests in the Shariah-compliant Business to the Issuer in the case of an early redemption at the relevant Exercise Price by entering into a Sale Agreement. (8) Proceeds from the Wakalah Portfolio being the Exercise Price, the outstanding Deferred Sale Price (subject to Ibra’) and any returns generated under the Wakalah Portfolio shall be paid to the Sukukholders to redeem the relevant tranche of the Sukuk Wakalah at the Dissolution Distribution Amount (as defined herein) on the Dissolution Declaration Date or the Scheduled Dissolution Date or in relation to the IMTN, the date of early redemption, as the case may be. Any excess above the Dissolution Distribution Amount shall be waived by the Sukukholders and retained by the Wakeel as an incentive fee upon full redemption of the relevant tranche of the Sukuk Wakalah. Upon full payment of all amounts due and payable under the relevant tranche of the Sukuk Wakalah, the trust in respect of the relevant Wakalah Portfolio would then be dissolved and the relevant Sukuk Wakalah held by the Sukukholders will be cancelled. “Dissolution Distribution Amount” means: (a) on the Scheduled Dissolution Date: (i) in the case of Sukuk Wakalah with periodic distributions, the amount equivalent to: (A) the nominal value of the Sukuk Wakalah; plus Printed on : 20/12/2021 12:20 Page 8 of 30
  9. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions (B) the accrued but unpaid Expected Periodic Distribution Amount (if any), accrued up to the Scheduled Dissolution Date; (ii) in the case of Sukuk Wakalah without periodic distributions, the nominal value of the Sukuk Wakalah; (b) on the Dissolution Declaration Date: (i) in the case of Sukuk Wakalah with periodic distributions, the amount equivalent to: (A) the nominal value of the Sukuk Wakalah; plus (B) the accrued but unpaid Expected Periodic Distribution Amount (if any), accrued up to the Dissolution Declaration Date; (ii) in the case of Sukuk Wakalah without periodic distributions, the accreted value of the Sukuk Wakalah; (c) on the date of early redemption (in relation to the IMTN), the Early Redemption Amount (as defined herein). “Early Redemption Amount” is the amount equivalent to: (a) the nominal value of the IMTN being early redeemed; plus (b) all accrued and unpaid Expected Periodic Distribution Amount of such IMTN up to the date of the early redemption; plus (c) any early redemption charges (if applicable) to be agreed between the Issuer and the Sukukholders (to be determined by an extraordinary resolution). For avoidance of doubt, the Early Redemption Amount shall not exceed the then outstanding Deferred Sale Price of the relevant IMTN being redeemed at the point of early redemption. “tranche” shall mean such Sukuk Wakalah with the same issue date. The transaction diagram together with the explanatory notes of the Sukuk Wakalah Programmes are set out in the attachment entitled “Transaction diagram together with the explanatory notes of the Sukuk Wakalah Programmes”. The Sukuk Wakalah Programmes, the Corporate Bonds Programmes (as defined herein) and the STRC Facilities (as defined herein) shall have a combined limit of Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value. “Corporate Bonds Programmes” means collectively: (a) a commercial papers programme of up to Ringgit Malaysia Five Hundred Million (RM500,000,000.00) in nominal value (“CP Programme”); and (b) a medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value (“MTN Programme”). “STRC Facilities” means collectively: (a) the short term revolving credit facility of up to Ringgit Malaysia Fifty Million (RM50,000,000.00); and (b) the Islamic short term revolving credit facility of up to Ringgit Malaysia Fifty Million (RM50,000,000.00). Printed on : 20/12/2021 12:20 Page 9 of 30
  10. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions For the avoidance of doubt and subject to the other terms and conditions of the Sukuk Wakalah Programmes, the Corporate Bonds Programmes and the STRC Facilities, the aggregate outstanding nominal value of the Sukuk Wakalah, the aggregate outstanding nominal value of the Corporate Bonds (as defined herein) and the aggregate outstanding principal amount of the STRC Facilities shall not exceed Ringgit Malaysia Two Billion (RM2,000,000,000.00) at any point in time. “Corporate Bonds” means collectively: (a) the commercial papers to be issued from time to time under the CP Programme; and (b) the medium term notes to be issued from time to time under the MTN Programme. Sustainability IMTN In the event the Issuer proposes to issue the IMTN which are in compliance with any one or more of the relevant frameworks, standards, principles or guidelines (as may be amended and/or substituted from time to time) including but not limited to: (a) the SRI Sukuk Framework as set out in the LOLA Guidelines; (b) the ASEAN Green Bond Standards issued by the ASEAN Capital Markets Forum (“ACMF”); (c) the ASEAN Social Bond Standards issued by the ACMF; (d) the ASEAN Sustainability Bond Standards issued by the ACMF; (e) the Green Bond Principles issued by the International Capital Market Association (“ICMA”); (f) the Social Bond Principles issued by the ICMA; (g) the Sustainability Bond Guidelines issued by the ICMA; and (h) such other frameworks, standards, principles or guidelines in relation to green bonds, social bonds or sustainability bonds as may be incorporated by the SC into the LOLA Guidelines from time to time or such other frameworks, standards, principles or guidelines, whether or not having the force of law, in relation to green bonds, social bonds or sustainability bonds as may be issued from time to time, (collectively, “Sustainability Framework” and the IMTN issued in compliance with the Sustainability Framework shall be referred to as “Sustainability IMTN” and references to the IMTN shall include the Sustainability IMTN, unless otherwise specified) under the IMTN Programme, the Issuer shall, or shall procure the Principal Adviser to: (a) submit the relevant terms of the Sustainability IMTN to the SC for endorsement of the SC’s Shariah Advisory Council (“SAC”); (b) once endorsement of the SC’s SAC has been obtained, ensure that the requirements for post-issuance revision under the LOLA Guidelines are complied with; and (c) amend the relevant Transaction Documents to cater for the issuances of the Sustainability IMTN. The Sukukholders shall be deemed to have consented to such amendments and Printed on : 20/12/2021 12:20 Page 10 of 30
  11. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions issuances of the Sustainability IMTN by the Issuer, and no further consent is required from the Sukukholders, the Sukuk Trustee or any other party(ies) under the IMTN Programme. For the avoidance of doubt, the Issuer will still need to obtain the required consent for other revisions or amendments. (5) Currency : Ringgit (6) Expected facility/ programme size : Up to MYR 2,000,000,000.00 (7) Option to upsize (for : programme) Yes (8) Tenure of facility/ programme 25 year(s) : (9) Availability period for : debt/ sukuk programme The IMTN shall be available for issuance under the IMTN Programme upon completion of the Transaction Documents and fulfillment of the conditions precedent of the IMTN Programme to the satisfaction of the Lead Arranger (unless otherwise waived by the Lead Arranger) until the expiry of the tenure of the IMTN Programme provided that the first issuance of the IMTN under the IMTN Programme shall be made within sixty (60) business days (or such other timeframe as may be imposed by the SC) from the date of lodgement of the required information and documents relating to the IMTN Programme with the SC. (10) Clearing and : settlement platform Bank Negara Malaysia (“BNM”) (11) Mode of issue : (12) Selling restrictions : Private/direct placement Bought deal Book building (i) At issuance: Part I of Schedule 6 of the Capital Markets & Services Act, 2007 (CMSA) Part I of Schedule 7 of the CMSA Read together with Schedule 9 of CMSA Other-The IMTN may only be issued, offered, sold, transferred or otherwise disposed of, directly or indirectly, to persons to whom an offer or invitation to subscribe the IMTN may be made and to whom the IMTN are issued would fall within: (1) Part I of Schedule 6 or Section 229(1)(b) of the CMSA; and (2) Part I of Schedule 7 or Section 230(1)(b) of the CMSA, read together with Schedule 9 or Section 257(3) of the CMSA. Printed on : 20/12/2021 12:20 Page 11 of 30
  12. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions (ii) After issuance: Part I of Schedule 6 of the CMSA Read together with Schedule 9 of CMSA Other-The IMTN may only be offered, sold, transferred or otherwise disposed of, directly or indirectly, to persons to whom an offer or invitation to purchase the IMTN would fall within Part I of Schedule 6 or Section 229(1)(b) of the CMSA, read together with Schedule 9 or Section 257(3) of the CMSA. (13) Tradability and transferability : Size in Ringgit which are tradable and transferable: MYR 2,000,000,000.00 Size in Ringgit which are non-tradable and non-transferable: Not applicable Size in Ringgit which are restricted transferability: Not applicable (14) Secured/combinatio : n of unsecured and secured, if applicable Unsecured (15) Details of guarantee, : if applicable Not guaranteed (16) Convertibility of : issuance and details of the convertability Non-convertible (17) Exchangeability of : issuance and details of the exchangeability Non-exchangeable (18) Call option and : details, if applicable No call option (19) Put option and : details, if applicable No put option (20) Details of covenants : Positive Covenants To include but not limited to the following: (1) the Issuer shall maintain in full force and effect and comply with, and promptly deliver or procure the delivery to the Sukuk Trustee upon demand certified true copies of, all relevant authorisations, consents, rights, licences, approvals and Printed on : 20/12/2021 12:20 Page 12 of 30
  13. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions permits (governmental and otherwise) and shall promptly obtain any further authorisations, consents, rights, licences, approvals and permits (governmental and otherwise), which are or may become necessary for the Issuer to own its assets, to carry on its business, to enter into or perform its obligations under the Transaction Documents and to ensure the legality, validity, enforceability, admissibility in evidence and priority of the liabilities and obligations of the Issuer and the rights of the Sukukholders, the Sukuk Trustee, the Lead Arranger, the Lead Manager and the Facility Agent under the Transaction Documents; (2) the Issuer shall exercise reasonable diligence in carrying out and conducting its business and affairs in a proper and efficient manner and in accordance with sound financial and commercial standards and practices of the industry and in accordance with its constitution; (3) the Issuer shall at all times execute all such further documents and do all such further acts as the Sukuk Trustee may consider necessary or expedient to give effect to the terms and conditions of the Transaction Documents or to provide the full benefits of all rights, powers and remedies conferred upon the Sukuk Trustee in the Transaction Documents; (4) the Issuer shall promptly fulfill, comply with, perform and carry out all provisions of the Transaction Documents and all its obligations under all the Transaction Documents and the terms and conditions of the Sukuk Wakalah (including but not limited to redeeming the Sukuk Wakalah on the relevant Scheduled Dissolution Date or any other date on which the Sukuk Wakalah are due and payable) and the Issuer shall immediately notify the Sukuk Trustee in the event that the Issuer is unable to fulfill, comply with, perform or carry out any of the provisions of the Transaction Documents or any of its obligations under the Transaction Documents or any of the terms and conditions of the Sukuk Wakalah; (5) the Issuer shall prepare its financial statements on a basis consistently applied in accordance with the applicable statutory requirements and approved accounting principles and standards in Malaysia and those financial statements shall give a true and fair view of the results of the financial position and operations of the Issuer for the period to which the financial statements are made up and shall disclose or provide against all liabilities (actual or contingent) of the Issuer; (6) the Issuer shall promptly comply with all applicable laws, requirements, rules, regulations, orders, guidelines, notes, circulars and conditions including provisions of the CMSA and/or any requirements, rules, regulations, orders, guidelines, notes, circulars and conditions issued and/or imposed by the SC, BNM and other regulatory authorities from time to time in relation to the Sukuk Wakalah Programmes including any applicable anti-money laundering and anti-terrorism financing laws; (7) the Issuer shall instruct its auditors to disclose to the Sukuk Trustee such information as the Sukuk Trustee may reasonably require in connection with any calculation or matter arising under the Transaction Documents or as the Sukuk Trustee may reasonably require for the purpose of discharging its duties and obligations under the Trust Deed; (8) the Issuer shall at all times maintain a paying agent, or its equivalent, who is based in Malaysia and shall procure that the Facility Agent shall notify the Sukuk Trustee, if for any reason whatsoever (a) the paying agent does not receive payment in respect of the Sukuk Wakalah from the Issuer on the due dates and in Printed on : 20/12/2021 12:20 Page 13 of 30
  14. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions the manner as required under the Trust Deed and the terms and conditions of the Sukuk Wakalah; or (b) the amounts received by the paying agent from the Issuer are insufficient; (9) the Issuer shall keep proper books, accounts and records at all times and shall provide the Sukuk Trustee, its agent and any person appointed or authorised by the Sukuk Trustee (e.g. auditors) to have access to and to inspect such books, accounts and accounts to the extent permitted by law; (10) the Issuer shall ensure that the provisions of the information memorandum in respect of the Sukuk Wakalah Programmes, including any supplemental(s) thereto ("Information Memorandum") do not contain any matter which is inconsistent with the provisions of the Transaction Documents and the terms and conditions of the Sukuk Wakalah; (11) the Issuer shall do all things necessary to preserve, renew and keep in full force and effect, its legal existence; (12) the Issuer shall file all relevant tax returns and pay all taxes and other liabilities promptly upon the same becoming due except to the extent that taxes are being contested in good faith and an adequate reserve has been set aside with respect thereto; (13) the Issuer shall maintain and/or cause to be maintained adequate takaful/insurances cover in respect of its assets and business and all other takaful/insurances necessary for its assets and business where necessary for the business of such nature with reputable takaful providers/ insurance companies and shall notify the Sukuk Trustee within seven (7) business days of any event which will or may give rise to any material claim or right of action under any takaful /insurances; (14) the Issuer shall undertake that the operation of the Sukuk Wakalah shall at all times be governed by guidelines issued and to be issued by the SC and/or other authorities having jurisdiction over matters pertaining to the Sukuk Wakalah; and (15) such other positive covenants as may be required under the SC's Guidelines on Trust Deeds revised on 23 July 2020 and effective on 23 August 2020 ("Guidelines on Trust Deeds"), required by the Lead Arranger and/or advised by the Solicitors. Negative covenants To include but not limited to the following: (1) the Issuer shall not reduce or in any way whatsoever alter (other than by way of increase), its issued and paid-up capital whether by varying the amount, structure or value thereof or the rights attached thereto, or by converting any of its share capital into stock, or by consolidating, dividing or sub-dividing all or any of its shares, or by any other manner; (2) the Issuer shall not amend, supplement, vary or substitute its constitution in a manner which may be materially prejudicial to the interest of the Sukukholders or inconsistent with the provisions of the Transaction Documents; (3) the Issuer shall not do or omit to do any act or execute or omit to execute any document which may render any provisions of the Transaction Documents to be Printed on : 20/12/2021 12:20 Page 14 of 30
  15. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions illegal, void, voidable or unenforceable; (4) the Issuer shall not declare or pay any dividends or make any distribution whether income or capital in nature to its shareholders and make any payment or repayment or prepayment to its shareholders in respect of the financing/loans and/or advances obtained from its shareholders if: (a) a Dissolution Event or any event which, upon the giving of notice and/or the lapse of time and/or the issue of a certificate and/or a determination being made and/or the fulfilment of the relevant requirement as contemplated under the relevant Transaction Documents would constitute a Dissolution Event (“Potential Dissolution Event”) has occurred, is continuing and has not been remedied or waived; or (b) any payments under the arrangements pertaining to the Sukuk Wakalah is overdue and unpaid or if any of the payments under the arrangements pertaining to the Sukuk Wakalah which has become payable has not been paid as a consequence of a default by the Issuer; (5) the Issuer shall not permit, approve or allow any change to the shareholding of the Issuer which would result in: (a) the Minister of Finance (Incorporated) holding less than ninety nine point nine percent (99.9%) of the issued and paid-up ordinary shares of the Issuer; or (b) the Federal Land Commissioner holding more than one (1) issued and paid-up ordinary share of the Issuer; or (c) there being new shareholders in the Issuer other than the Minister of Finance (Incorporated) and the Federal Land Commissioner; (6) the Issuer shall not create or permit to exist any Security Interest (as defined herein) over the whole or any part of its assets save and except for the Permitted Security Interest (as defined herein); (7) the Issuer shall not incur, assume, guarantee or permit to exist any financial indebtedness and/or bank borrowings or financing save and except for (a) the indebtedness arising from the Sukuk Wakalah Programmes; (b) the indebtedness arising from the Corporate Bonds Programmes; (c) the indebtedness arising from the STRC Facilities; (d) the indebtedness arising from the Islamic short term revolving credit facility of up to Ringgit Malaysia Fifty Million (RM50,000,000.00) granted by Standard Chartered Saadiq Berhad; (e) any financing/loans or advances from its shareholders; and (f) any existing indebtedness incurred prior to the date of the Transaction Documents which has been disclosed to the Lead Arranger and the Sukuk Trustee; (8) the Issuer shall not change the utilisation of the Sukuk Proceeds or utilise or allow the utilisation of the Sukuk Proceeds other than for the purposes as set out in the Information Memorandum and/or the Transaction Documents which shall be Shariah-compliant; (9) the Issuer shall not enter into a transaction, whether directly or indirectly, with its interested persons (as defined herein) unless: (a) such transaction shall be on terms that are no less favourable to the Issuer than those which could have been obtained in a comparable transaction from persons who are not interested persons of the Issuer; and Printed on : 20/12/2021 12:20 Page 15 of 30
  16. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions (b) with respect to transactions involving an aggregate payment or value equal to or greater than Ringgit Malaysia Two Hundred Fifty Million (RM250,000,000.00), the Issuer obtains certification from an independent adviser that the transaction is carried out on fair and reasonable terms, provided that (i) the Issuer certifies to the Sukuk Trustee that the transaction complies with paragraph (a) above; (ii) where applicable, the Issuer has received and furnished to the Sukuk Trustee the certification referred to in paragraph (b) above; and (iii) the transaction has been approved by the board of directors or shareholders in accordance with the constitution of the Issuer as the case may require; (10) the Issuer shall not take any step or action towards winding up or dissolution of the Issuer or undertake, permit or enter into any consolidation, amalgamation, merger, demerger, reconstruction or reorganization; (11) the Issuer shall not surrender, transfer, assign, relinquish or otherwise dispose of any of its rights and interest under the Transaction Documents; (12) the Issuer shall not do or suffer to be done any act, matter or thing whereby any of its takaful/insurances may be rendered void, voidable or incapable of being effected, maintained or renewed; (13) the Issuer shall not cancel, surrender, abandon or otherwise change the nature or scope of its present business or suspend any part of its business; (14) the Issuer shall not sell, transfer, lease or otherwise dispose of or in any case cease to exercise control over, whether by a single transaction or a number of transaction, related or not, the whole or part of its undertaking, business or assets unless such sale, transfer, lease or disposal is made in its ordinary course of business and on ordinary commercial terms and on the basis of arm’s length transaction or for the purpose of Islamic financing; (15) the Issuer shall not invest in or create any subsidiary or associated company unless such investment and/or creation of subsidiary or associated company is approved by the Minister of Finance (Incorporated) and the Sukuk Trustee has been informed of the same; and (16) such other negative covenants as may be required under the Guidelines on Trust Deeds, required by the Lead Arranger and/or advised by the Solicitors. “Security Interest” means encumbrance, mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment by way of security, trust arrangement for the purpose of providing security or other security interest of any kind or any agreement to create any of the foregoing. "Permitted Security Interest" means: (a) any Security Interest created in connection with liens or right of set off arising in the ordinary course of business by operation of law and not by way of contract; (b) any Security Interest created prior to the date of the Transaction Documents which has been disclosed to the Lead Arranger and the Sukuk Trustee; and (c) any Security Interest created with the prior written consent of the Sukuk Trustee (acting upon the instructions of the Sukukholders). “interested person” includes directors, major shareholders and chief executive officer or such other category of persons as prescribed under the Guidelines on Printed on : 20/12/2021 12:20 Page 16 of 30
  17. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions Trust Deeds. Financial Covenants No financial covenant Information Covenants To include but not limited to the following: (1) the Issuer shall deliver to the Sukuk Trustee: (a) as soon as they become available (and in any event within one hundred and eighty (180) days after the end of each of its financial year), copies of its annual audited financial statements for that financial year, which shall contain the income statements and balance sheets of the Issuer which are audited and certified without qualification by a firm of independent certified public accountants acceptable to the Sukuk Trustee; (b) as soon as they become available (and in any event within ninety (90) days after the end of each of its half year financial period), copies of its semi-annual unaudited financial statements for that financial period, which shall contain the income statements and balance sheets of the Issuer which are duly certified by its authorised officer(s); (c) promptly, any information which the Sukuk Trustee may reasonably require in order to discharge its duties and obligations under the Trust Deed relating to the Issuer’s affairs to the extent permitted by law; (d) within seven (7) business days from the date of receipt of such documents by the Issuer, copies of all documents received by the Issuer from any of its shareholders or creditors which content would materially and adversely affect the interest of the Sukukholders or which are material and substantial to or necessary for the Sukukholders to make informed investment decisions; and (e) within seven (7) business days from the date of issuance of such documents by the Issuer, copies of all documents dispatched by the Issuer to any of its shareholders or creditors which content would materially and adversely affect the interest of the Sukukholders or which are material and substantial to or necessary for the Sukukholders to make informed investment decisions, and the Issuer shall allow the Sukuk Trustee to circulate all or any of these documents, accounts, reports, notices, statements and/or circulars at the Sukuk Trustee’s discretion to the Sukukholders, the qualified investors of the Sukuk Wakalah and the Credit Rating Agency; (2) the Issuer shall deliver to the Sukuk Trustee at least on an annual basis, a compliance certificate signed by its authorised officer(s) and addressed to the Sukuk Trustee, confirming that: (a) it has observed, complied with and performed all its covenants and obligations under the Transaction Documents and the terms and conditions of the Sukuk Wakalah; and (b) since the date of the previous certificate (or in the case of the first compliance certificate, since the issue date of the Sukuk Wakalah), there did not exist or had Printed on : 20/12/2021 12:20 Page 17 of 30
  18. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions not existed, any Dissolution Event or any Potential Dissolution Event and if such is not the case, to specify the same and steps being or to be taken, if any, to remedy the same; (3) the Issuer shall promptly notify the Sukuk Trustee in the event that the Issuer becomes aware of any of the following: (a) any Dissolution Event and any Potential Dissolution Event, and it shall take all reasonable steps and/or such other steps as may reasonably be requested by the Sukuk Trustee to remedy and/or mitigate the effect of the Dissolution Event or the Potential Dissolution Event; (b) the happening of any event that has caused or could cause, one or more of the following: (i) any amount payable under the Sukuk Wakalah to become immediately payable; (ii) the Sukuk Wakalah to become immediately enforceable; and (iii) any other right or remedy under the terms, provisions or covenants of the Sukuk Wakalah or the Transaction Documents to become immediately enforceable; (c) any circumstance that has occurred that would materially prejudice the Issuer; (d) any substantial change in the nature of the business of the Issuer; (e) any change in the Issuer’s withholding tax position or tax jurisdiction; and (f) any other matter that may materially prejudice the interests of the Sukukholders; (4) the Issuer shall promptly notify the Sukuk Trustee of any litigation or other proceedings of any nature whatsoever being threatened or initiated against the Issuer before any court or tribunal or administrative agency which has or may have a Material Adverse Effect (as defined herein); (5) the Issuer shall promptly notify the Sukuk Trustee of any change in the condition (financial or otherwise) of the Issuer which has or may have a Material Adverse Effect; (6) the Issuer shall promptly notify the Sukuk Trustee of any event which has or may have a Material Adverse Effect; (7) the Issuer shall promptly notify the Sukuk Trustee of any amendments, variations, terminations, replacements or supplements of any of the Transaction Documents; (8) the Issuer shall promptly notify the Sukuk Trustee: (a) of any change in the board of directors of the Issuer; (b) if any of the authorised signatories of the Issuer is no longer authorised to act on its behalf in respect of the Sukuk Wakalah Programmes; and (9) such other information covenants as may be required under the Guidelines on Trust Deeds, required by the Lead Arranger and/or advised by the Solicitors. “Material Adverse Effect” means a material adverse effect on the business or condition (financial or otherwise) or results of the operations of the Issuer or the occurrence of any event which may materially and adversely affect the ability of the Issuer to perform or comply with any of its obligations under the Transaction Printed on : 20/12/2021 12:20 Page 18 of 30
  19. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions Documents or affect the legality, validity or enforceability of any of the Transaction Documents or the right or remedies of the Sukuk Trustee and/or the Sukukholders under the relevant Transaction Documents. (21) Details of : designated account, if applicable (22) Name of credit rating: agency, credit rating and amount rated, if applicable No designated account No. Credit rating Credit rating Final/ agency indicative rating 1 RAM Rating AA3 Services Bhd (RAM) Final rating Name of Class/ Series/ Tranche Amount rated MYR 2,000,000,0 00.00 Additional Notes: (23) Conditions precedent : To include but not limited to the following (all in form and substance acceptable to the Lead Arranger unless waived by the Lead Arranger, as the case may be): Main Documentation (1) The relevant Transaction Documents in relation to the Sukuk Wakalah Programmes have been executed and endorsed as exempted from stamp duty under Stamp Duty (Exemption) (No. 23) Order 2000. (2) Evidence that the relevant Transaction Documents have been presented to the High Court of Malaya for the registration of the power of attorney therein contained. Issuer (1) Certified true copies of the Certificate of Incorporation and the constitution of the Issuer or any other equivalent documents (if applicable). (2) Certified true copies of the latest Return for Allotment of Shares (or Form 24 as prescribed under the Companies Act 1965), the latest Notification of Change in the Registered Address (or Form 44 as prescribed under the Companies Act 1965), the latest Form 49 as prescribed under the Companies Act 1965 together with the Notification(s) of Change in the Register of Directors, Managers and Secretaries as prescribed under the Companies Act 2016. (3) Certified true copies of the board of directors’ resolution(s) of the Issuer, authorising, amongst others, the establishment of the Sukuk Wakalah Programmes, the issuance of the Sukuk Wakalah under the Sukuk Wakalah Programmes and the execution of the Transaction Documents. (4) A list of the Issuer’s authorised signatories appointed in relation to the Sukuk Wakalah Programmes and their respective specimen signatures. Printed on : 20/12/2021 12:20 Page 19 of 30
  20. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions (5) A report of the relevant company search of the Issuer conducted at the Companies Commission of Malaysia. (6) A report of the relevant winding-up search on the Issuer conducted at the Department of Insolvency of Malaysia confirming that at the time of such search, the Issuer is not wound up. General (1) Documentary evidence that all requisite consents/approvals from the relevant authorities (including but not limited to the approval from the Ministry of Finance Malaysia) and all other governmental, statutory, corporate, creditors’ or other consents, licences, approvals, permits, authorisations, orders and exemptions (including but not limited to the approval from the existing financiers/lenders in respect of the Issuer’s existing indebtedness, if required) which are necessary or expedient for the establishment of the Sukuk Wakalah Programmes have been obtained. (2) Evidence that all relevant endorsements, approvals and/or acknowledgements including the endorsement of the SC’s SAC and the acknowledgement of the SC in respect of the lodgement of the Sukuk Wakalah Programmes, have been obtained. (3) Evidence that all transaction fees, costs and expenses in relation to the Sukuk Wakalah Programmes have been or will be paid in full with the Sukuk Proceeds. (4) Documentary evidence that the IMTN Sukuk Trustee’s Reimbursement Account has been opened in accordance with the Guidelines on Trust Deeds and a sum of Ringgit Malaysia One Hundred Thousand (RM100,000.00) has been deposited therein. (5) The IMTN Programme has been assigned a minimum credit rating of AA3 from the Credit Rating Agency. (6) Receipt of Shariah pronouncements from the Shariah Adviser confirming that the structure and the mechanism of the Sukuk Wakalah Programmes and the Transaction Documents are in compliance with Shariah. (7) Receipt of a legal due diligence report on the Issuer prepared by the Solicitors, satisfactory to the Lead Arranger. (8) The Lead Arranger has received from the Solicitors a legal opinion with respect to the legality, validity and enforceability of the relevant Transaction Documents and a confirmation that all the conditions precedent have been fulfilled or waived, as the case may be. (9) Such other conditions precedent as may be required by the Lead Arranger and/or advised by the Solicitors. Additional conditions precedent for each issuance of the IMTN under the IMTN Programme: (1) Each of the representations and warranties contained in the Transaction Documents shall be true and correct as though such representations and warranties had been made on the proposed issue date of the IMTN and all the covenants and undertakings contained in the Transaction Documents shall have been complied with. (2) No Dissolution Event or Potential Dissolution Event has occurred, is continuing or would occur as a result of the issuance of the IMTN. Printed on : 20/12/2021 12:20 Page 20 of 30
  21. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions (3) Confirmation by the Facility Agent that the aggregate of (a) the outstanding nominal value of the Sukuk Wakalah issued; (b) the outstanding nominal value of the Corporate Bonds issued; (c) the outstanding principal amount under the STRC Facilities disbursed/drawn; and (d) the nominal value of the IMTN proposed to be issued, does not exceed Ringgit Malaysia Two Billion (RM2,000,000,000.00). For the avoidance of doubt, such aggregate shall exclude the nominal value of any IMTN proposed to be issued to refinance or redeem the maturing Sukuk Wakalah and the STRC Facilities on the same day as the issue date of such IMTN). (24) Representations and : warranties To include but not limited to the following: (1) the Issuer is a company duly incorporated and validly existing under the Companies Act 2016 and the laws of Malaysia, and has full power and all relevant authorisations, consents, rights, licences, approvals and permits (governmental and otherwise) to carry on its business and to own its properties and assets, and has full legal and beneficial ownership of all its assets and has complied with all legal requirements which are relevant to its business; (2) the Issuer has the power and authority to enter into, exercise its rights under and perform its obligations under the Transaction Documents; (3) the constitution of the Issuer incorporates provisions which authorise, and all necessary corporate and other relevant actions have been taken to authorise, and all relevant authorisations, consents, rights, licences, approvals and permits (governmental and otherwise) have been duly obtained and are in full force and effect which are required to authorise the Issuer to execute and deliver and perform the transactions contemplated in the Transaction Documents in accordance with their respective terms; (4) no authorisation, approval, consent, permit, license, exemption, registration, recording, filing, notarization of the Transaction Documents and no payment of any duty or tax and no other action whatsoever which has not been duly and unconditionally obtained, made or taken is necessary to ensure the legality, validity or enforceability of the liabilities and obligations of the Issuer or the rights of the Lead Arranger, the Lead Manager, the Facility Agent and the Sukuk Trustee under the Transaction Documents in accordance with their respective terms or the admissibility in evidence of the Transaction Documents before the courts of Malaysia save and except for registration of the power of attorney contained in the Trust Deed with the High Court of Malaya; (5) neither the execution and delivery of any of the Transaction Documents nor the performance of any of the transactions contemplated by the Transaction Documents did or does or shall: (a) contravene or constitute a default under any provision contained in any agreement, instrument, law, ordinance, decree, judgment, order, rule, regulation, licence, permit or consent by which the Issuer or any of its assets is bound or which is applicable to the Issuer or any of its assets; (b) cause any limitation on the Issuer or the powers of its directors, whether imposed by or contained in its constitution or in any agreement, instrument, law, ordinance, decree, order, rule, regulation, judgment or otherwise, to be exceeded; Printed on : 20/12/2021 12:20 Page 21 of 30
  22. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions or (c) cause the creation or imposition of any Security Interest or restriction of any nature on any of the Issuer’s assets; (6) each of the Transaction Documents, is or will when executed and/or issued, be in full force and effect and constitutes, or will when executed or issued, constitute its valid and legally binding obligations enforceable in accordance with their respective terms under the laws of Malaysia and that there is no law or regulation or any order or decree of any governmental authority, agency or court to which the Issuer is subject to which would be in conflict with or prevent the Issuer from executing, delivering and performing the transactions contemplated in each of the Transaction Documents; (7) the Sukuk Wakalah, pursuant to the relevant Transaction Documents, constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and shall at all times rank pari passu without discrimination, preference or priority among themselves and at least pari passu with all other unsecured and unsubordinated obligations of the Issuer, subject to the provisions of the Transaction Documents and those preferred by law; (8) no legal or governmental proceedings are presently in progress or pending or threatened against the Issuer, to which the Issuer is or may be a party or to which any properties or assets of the Issuer is or may be the subject, which has or may have a Material Adverse Effect; (9) no litigation, arbitration, administrative proceeding, claim or dispute is being initiated or presently in progress or pending or, to the best knowledge, information and belief of the Issuer, threatened against the Issuer and/or any of its properties or assets, which has or may have a Material Adverse Effect; (10) the Issuer is not in breach of the provisions of any law or regulations governing the relevant authorisations, consents, rights, licences, approvals and permits (governmental and otherwise) where the breach of such law or regulations governing the relevant authorisations, consents, rights, licences, approvals and permits (governmental and otherwise) has or may have a Material Adverse Effect and the Issuer is not aware of any reason why such authorisations, consents, rights, licences, approvals and permits (governmental and otherwise) should be withdrawn or cancelled or any conditions attached thereto should be adversely altered (11) the Issuer is in compliance and will comply with all applicable laws, regulations, by-laws, orders, codes of practice, directives, guidelines, specifications, notices, circulars and other requirements of all relevant statutory bodies and any relevant federal, local or municipal government department or agencies where the non-compliance with such laws, regulations, by-laws, orders, codes of practice, directives, guidelines, specifications, notices, circulars and other requirements has or may have a Material Adverse Effect; (12) the Issuer is subject to civil and commercial law and to legal suits in Malaysia with respect to its obligations under the Transaction Documents and the Sukuk Wakalah and the transactions contemplated thereby and the execution, delivery and performance of the Transaction Documents constitute private and commercial acts for private and commercial purposes rather than governmental or public acts and it is not entitled to immunity on the grounds of sovereignty or otherwise from any legal actions, suits, judgements, executions, proceedings or other legal Printed on : 20/12/2021 12:20 Page 22 of 30
  23. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions process; (13) the Issuer’s audited financial statements for each financial year have been and will be prepared on a basis consistently applied in accordance with the applicable statutory requirements and approved accounting principles and standards in Malaysia and the laws of Malaysia and audited and certified by certified public accountants and give a true and fair view of the results of the financial position and operations of the Issuer for the period to which the financial statements are made up and disclose or provide against all liabilities (actual or contingent) of the Issuer; (14) all necessary returns have been delivered by or on behalf of the Issuer to the relevant taxation authorities within the requisite periods and are up-to-date, correct and made on a proper basis with the relevant taxation authorities and the Issuer is not in default in the payment of any taxes (unless (a) such default is contested by the Issuer in good faith and in accordance with the relevant procedures; and (b) for which adequate provisions are being made in accordance with the approved accounting principles and standards in Malaysia), and no material claim is being asserted with respect to taxes which is not disclosed in the financial statements of the Issuer; (15) all information in whatever form, document, statement or instrument furnished by the Issuer in connection with the Sukuk Wakalah Programmes and the Transaction Documents and the assets, business and affairs of the Issuer are true in all material aspects and do not contain any false or misleading statement or any material omission and all expressions of expectations, intentions, belief and opinion contained therein were made on reasonable grounds after due and careful inquiry by the Issuer; (16) all takaful/insurances required to be effected by the Issuer have been effected and are valid and binding and in full force and all takaful contributions/insurance premia due have been paid and nothing has been done or omitted to be done which has made or could make any such contract/policy ineffective, invalid, void or voidable or any claim made thereunder liable to be avoided rejected or repudiated whether in whole or in part and no event or circumstances has occurred, nor has there been any omission to disclose a fact which, in any such case, would entitle any takaful operator/insurer to avoid, reject, repudiate or reduce its liability under any of the takaful/insurances required or any claim made thereunder; (17) no step or action is or has been taken by the Issuer, any of its creditors and/or any of its shareholders and/or any other person on its behalf for the dissolution of the Issuer, no order is made by any third party for the dissolution of the Issuer and no legislative or governmental action is taken for the dissolution of the Issuer; (18) no step or action is or has been taken by the Issuer, any of its creditors and/or any of its shareholders and/or any other person on its behalf, nor have any legal proceedings or applications been started or threatened under Section 366 of the Companies Act 2016 in respect of the Issuer; (19) no meeting has been convened for the winding-up of the Issuer and no petition or application is outstanding for the winding-up of the Issuer and no winding-up order has been made against the Issuer; (20) no event or circumstance has occurred or is continuing which would constitute a Dissolution Event or a Potential Dissolution Event; (21) no event or circumstance has occurred or is continuing which would constitute Printed on : 20/12/2021 12:20 Page 23 of 30
  24. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions a contravention of, or a default or termination event (however described) or potential event which upon the giving of notice and/or the lapse of time and/or the issue of a certificate and/or a determination being made and/or the fulfilment of the relevant requirement as contemplated under the relevant agreement or instrument by which the Issuer or any of its assets is bound or affected, would constitute a contravention of, or a default or termination event (however described) under any such agreement or instrument, which has or may have a Material Adverse Effect; (22) no change in the business, condition (financial or otherwise), performance or results of the operations of the Issuer, which has or may have a Material Adverse Effect; (23) no extraordinary circumstances or change of law or other governmental action has occurred which shall make it impossible that the business of the Issuer can be carried out or that the Issuer will be able to observe and perform the covenants and obligations on its part to be observed and performed under the Transaction Documents; (24) the Issuer is the legal and beneficial owner of and has full beneficial title to all its properties and assets; and (25) such other representations and warranties as may be required by the Lead Arranger and/or advised by the Solicitors. Printed on : 20/12/2021 12:20 Page 24 of 30
  25. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions (25) Events of defaults or : enforcement events, where applicable, including recourse available to investors To include but not limited to the following dissolution events subject to such carve outs and/or remedy period as may be agreed by the Lead Arranger (“Dissolution Events”): (1) the Issuer fails to pay any amount due from it under the Sukuk Wakalah and/or the Transaction Documents; (2) the Issuer fails to observe or perform any of its obligations under any of the Transaction Documents or the Sukuk Wakalah or under any undertaking or arrangement entered into in connection therewith (other than an obligation of the type referred to in paragraph (1) above), and in the case of a failure which in the opinion of the Sukuk Trustee is capable of being remedied, the Issuer does not remedy such failure within thirty (30) days after the Issuer became aware of the failure or having been notified by the Sukuk Trustee of such failure, whichever is earlier; (3) any representation or warranty made or given or deemed made or given by the Issuer under the Transaction Documents or which is contained in any certificate, document or statement furnished at any time pursuant to the terms of the Sukuk Wakalah and/or any of the Transaction Documents proves to have been incorrect or misleading in any material respect on or as of the date made or given or deemed made or given or if repeated at any time with reference to the facts and circumstances subsisting at such time, would not be correct or would be misleading in any material respect; (4) (a) any indebtedness for borrowed monies/financing of the Issuer is not paid when due; (b) any indebtedness for borrowed monies/financing of the Issuer becomes due and payable or capable of being declared due and payable prior to its stated maturity; (c) any guarantee or similar obligations of the Issuer is not discharged at maturity or when called; (d) the Issuer goes into default under, or commits a breach of, any agreement or instrument relating to any such indebtedness; or (e) any security created to secure such indebtedness becomes enforceable; (5) the Issuer (a) is deemed unable to pay any of its debts within the meaning of Section 466(1) of the Companies Act 2016; (b) becomes unable to pay any of its debts as and when they fall due; or (c) suspends or threatens to suspend making payments with respect to all or any class of its debts; (6) (a) an encumbrancer takes possession of, or a trustee, receiver, liquidator, receiver and manager, judicial manager or other similar officer is appointed in respect of the whole or a substantial part of the business, properties, assets or undertakings of the Issuer; (b) distress, execution, attachment, legal process, sequestration, expropriation or any form of execution or process is levied or enforced upon or sued out against the Issuer in respect of the whole or a substantial part of its business, properties, assets, undertakings, rights or revenue; (7) any step is taken for the winding-up, administration, dissolution or liquidation of the Issuer or a petition for winding-up, administration, dissolution or liquidation is presented against the Issuer and such petition has not been set aside within thirty (30) days from the date of service of such petition or a winding-up order has been made against the Issuer or a resolution for the winding-up, administration, dissolution or liquidation of the Issuer has been passed; (8) the Issuer convenes a meeting of its creditors or proposes or makes any arrangement including any scheme of arrangement or composition or begins Printed on : 20/12/2021 12:20 Page 25 of 30
  26. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions negotiations with its creditors, or takes any proceedings or other steps, with a view to a rescheduling or deferral of all or any part of its indebtedness or a moratorium is agreed or declared by a court of competent jurisdiction in respect of or affecting all or any part of its indebtedness or any assignment for the benefit of its creditors or where a scheme of arrangement under Section 366 of the Companies Act 2016 or any other corporate rescue mechanism under the Companies Act 2016 has been instituted by or against the Issuer; (9) where there is an expiry, non-renewal, cessation, withdrawal, invalidation, termination, revocation, withholding or modification of any authorisations, consents, rights, licences, approvals and permits (governmental and otherwise) granted to the Issuer which in the opinion of the Sukuk Trustee has or may have a Material Adverse Effect and/or impairs or prejudices the Issuer’s ability to comply with the terms and conditions of the Sukuk Wakalah or the provisions of the Transaction Documents; (10) the Issuer fails to perform or breaches any obligation under any of its existing contractual obligations which in the opinion of the Sukuk Trustee has or may have a Material Adverse Effect, and in the case of a failure or a breach which in the opinion of the Sukuk Trustee is capable of being remedied, it does not remedy such failure or breach within thirty (30) days after it became aware of the failure or having been notified by the Sukuk Trustee of such failure or breach, whichever is earlier; (11) the Issuer changes or threatens to change the nature or scope of its present business, or suspends or threatens to suspend, or cease or threatens to cease the operation of its present business which it now conducts directly or indirectly which in the opinion of the Sukuk Trustee has or may have a Material Adverse Effect; (12) the Issuer fails to satisfy any judgment passed against it by any court in Malaysia which in the opinion of the Sukuk Trustee has or may have a Material Adverse Effect, and no appeal against such judgment and no application for a stay of execution has been made to any appropriate appellate court within the time prescribed by law or such appeal or application for a stay of execution has been dismissed; (13) at any time it is illegal or unlawful for the Issuer to perform any of its obligations under the Transaction Documents or any of the provisions of the Transaction Documents is or becomes invalid, illegal, void, voidable or unenforceable; (14) the Issuer repudiates any of the Transaction Documents or the Issuer does or causes to be done any act or take any steps to repudiate any of the Transaction Documents; (15) the whole or a substantial part of the business, properties, assets, undertakings, rights or revenue of the Issuer is condemned, seized, nationalised, expropriated or compulsorily acquired by or under the authority of any governmental body which in the opinion of the Sukuk Trustee has or may have a Material Adverse Effect; (16) any creditor of the Issuer exercises a contractual right to take over the financial management of the Issuer which in the opinion of the Sukuk Trustee has or may have a Material Adverse Effect; (17) any event or events has or have occurred or a situation exists which in the Printed on : 20/12/2021 12:20 Page 26 of 30
  27. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions opinion of the Sukuk Trustee has or may have a Material Adverse Effect, and in the case of an event or a situation which in the opinion of the Sukuk Trustee is capable of being remedied, the Issuer does not remedy such event or situation within thirty (30) days after the Issuer became aware of such event or situation or having been notified by the Sukuk Trustee of such event or situation, whichever is earlier; and (18) such other events as may be required under the Guidelines on Trust Deeds, required by the Lead Arranger and/or advised by the Solicitors. Upon the occurrence of a Dissolution Event, the Sukuk Trustee may at its discretion, or shall if so directed to do so by the Sukukholders pursuant to an extraordinary resolution, declare (by giving written notice to the Issuer) that a Dissolution Event has occurred, whereupon the Transaction Documents shall become immediately enforceable in accordance with their respective terms. Upon the declaration of a Dissolution Event in accordance with the terms set out in the Transaction Documents: (1) the Sukuk Trustee (on behalf of the Sukukholders) shall invoke the Purchase Undertaking and enter into a Sale Agreement with the Obligor and the Obligor shall pay the Exercise Price to the Sukukholders, whereupon the Sukukholders’ interests in the Shariah-compliant Business shall pass to the Obligor; and (2) the Purchaser, as part of its obligation to pay the Deferred Sale Price, shall pay all amounts then outstanding on the Deferred Sale Price (subject to Ibra’) to the Sukukholders as final settlement of the same. Proceeds from the Wakalah Portfolio being the Exercise Price, the outstanding Deferred Sale Price (subject to Ibra’) and any returns generated under the Wakalah Portfolio shall be utilised to redeem the Sukuk Wakalah at the Dissolution Distribution Amount on the Dissolution Declaration Date. Upon full payment of all amounts due and payable under the Sukuk Wakalah, the trust in respect of the Wakalah Portfolio would then be dissolved and the Sukuk Wakalah held by the Sukukholders will be cancelled. (26) Governing laws : Laws of Malaysia (27) Provisions on buyback, if applicable : The Issuer may at any time purchase the Sukuk Wakalah at any price in the open market or by private treaty. The Sukuk Wakalah purchased by the Issuer shall be cancelled by the Issuer and cannot be resold or reissued. (28) Provisions on early : redemption, if applicable Subject to the consent of the Sukukholders by an extraordinary resolution, the Issuer may redeem the IMTN prior to their maturity by giving the requisite notice set out in the Trust Deed at the Early Redemption Amount. The IMTN redeemed shall be cancelled by the Issuer and cannot be resold or reissued. Printed on : 20/12/2021 12:20 Page 27 of 30
  28. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions (29) Voting : Voting by the Sukukholders under the Sukuk Wakalah Programmes shall be carried out as follows: Prior to upsizing of the Sukuk Wakalah Programmes All matters/resolutions which require the Sukukholders’ consent under the Sukuk Wakalah Programmes shall be carried out on a collective (as defined herein) basis. Post upsizing of the Sukuk Wakalah Programmes All matters/resolutions which require the Sukukholders’ consent under the Sukuk Wakalah Programmes shall be carried out on a per tranche basis. Sukukholders holding a requisite amount under each tranche (to be determined under the Trust Deed) shall provide their consent for the relevant matters to be passed under the Sukuk Wakalah Programmes and the consent from such Sukukholders of all outstanding tranches shall have been obtained for any such resolution to be carried. “collective” refers to the Sukukholders of all the Sukuk Wakalah that are outstanding at the relevant time of voting in a single meeting/resolution regardless of tranches. Any Sukuk Wakalah held by the Issuer or any of its interested person shall not be counted for the purpose of voting, subject to any exceptions set out in the Guidelines on Trust Deeds. (30) Permitted investments, if applicable : (31) Ta‘widh (for ringgit- : denominated sukuk) No permitted investments In the event: (1) the Wakeel breaches its fiduciary duty as the investment manager due to its failure to distribute any realised Income to the Sukukholders on each Periodic Distribution Date, the Scheduled Dissolution Date or the Dissolution Declaration Date, as the case may be; and/or (2) the Issuer, the Purchaser or the Obligor delays or fails to pay any amounts due and payable to the Sukukholders under the Sale Agreement pursuant to the exercise of the Purchase Undertaking or the Sale Undertaking, as the case may be, and/or the Deferred Sale Price, the Wakeel and/or the Issuer, the Purchaser or the Obligor, as the case may be, shall pay to the Sukuk Trustee (acting on behalf of the Sukukholders) Ta`widh (compensation) on such overdue amounts or delay or failure in payments at the rate and in the manner prescribed by the SC's SAC from time to time. (32) Ibra’ (for ringgit: denominated sukuk) Ibra’ refers to an act of releasing absolutely or conditionally the Sukukholders’ rights and claims on any obligation against the Issuer which would result in the latter being discharged of its obligations or liabilities towards the Sukukholders. The release may be either partially or in full. With respect to the Commodity Murabahah Investment portion of the Wakalah Portfolio, Ibra’ refers to the release Printed on : 20/12/2021 12:20 Page 28 of 30
  29. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions of rights on debts/amounts due and payable under the said contract. Ibra’ (where applicable) shall be granted by the Sukukholders. The Sukukholders in subscribing to the Sukuk Wakalah agree to grant an Ibra’ (if any) on the Deferred Sale Price if the IMTN are redeemed prior to the Scheduled Dissolution Date pursuant to early redemption and if the Sukuk Wakalah are redeemed upon declaration of a Dissolution Event, as the case may be. Ibra’ for redemption prior to the Scheduled Dissolution Date pursuant to early redemption shall be the difference between such portion of the then outstanding Deferred Sale Price of the relevant IMTN being redeemed and the Early Redemption Amount. Ibra’ for redemption upon declaration of a Dissolution Event shall be calculated as follows: (1) in the case of Sukuk Wakalah with periodic distributions and issued at a discount, the aggregate of unearned Expected Periodic Distribution Amount from the Dissolution Declaration Date up to the Scheduled Dissolution Date of the respective Sukuk Wakalah; (2) in the case of Sukuk Wakalah without periodic distributions and issued at a discount, the unearned Expected One-off Distribution Amount from the Dissolution Declaration Date up to the Scheduled Dissolution Date of the respective Sukuk Wakalah; (3) in the case of Sukuk Wakalah with periodic distributions and issued at par, the aggregate of unearned Expected Periodic Distribution Amount from the Dissolution Declaration Date up to the Scheduled Dissolution Date of the respective Sukuk Wakalah; and (4) in the case of Sukuk Wakalah with periodic distributions and issued at a premium, the aggregate of unearned Expected Periodic Distribution Amount from the Dissolution Declaration Date up to the Scheduled Dissolution Date of the respective Sukuk Wakalah. For the avoidance of doubt, Ibra’ will be applicable to the Commodity Murabahah Investment portion of the Wakalah Portfolio, being the Deferred Sale Price only. For the avoidance of doubt, any double counting shall be disregarded and Ibra’ will be deemed granted upon full redemption of the Sukuk Wakalah. (33) Kafalah (for ringgit- : denominated sukuk) Not applicable. (34) Waivers from : complying with Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework and other relevant None. Printed on : 20/12/2021 12:20 Page 29 of 30
  30. Malaysia Debt Ventures Berhad (MDV or "Issuer") Islamic medium term notes programme of up to Ringgit Malaysia Two Billion (RM2,000,000,000.00) in nominal value based on the Shariah principle of Wakalah Bi Al-Istithmar Principal Terms and Conditions guidelines of the SC obtained for the facility/programme, if any Printed on : 20/12/2021 12:20 Page 30 of 30