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Sharjah Sukuk Programme Limited (Government of Sharjah) USD1 Billion 4.226% 14-Mar-2028 - Final Terms

IM Insights
By IM Insights
6 years ago
Sharjah Sukuk Programme Limited (Government of Sharjah) USD1 Billion 4.226% 14-Mar-2028 - Final Terms


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  1. MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Certificates has led to the conclusion that: (i) the target market for the Certificates is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Certificates (a "distributor") should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Certificates (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. Final Terms 12 March 2018 Sharjah Sukuk Programme Limited Issue of U.S.$1,000,000,000 Trust Certificates due 2028 (the “Trust Certificates”) under the Trust Certificate Issuance Programme PART A – CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions of the Trust Certificates (the "Conditions") set forth in the base prospectus dated 5 March 2018 which constitutes a base prospectus (the “Base Prospectus”) for the purposes of Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU) (the “Prospectus Directive”). This document constitutes the Final Terms of the Trust Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Trustee, the Government and the offer of the Trust Certificates is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and these Final Terms are available for viewing in accordance with Article 14 of the Prospectus Directive on the website of the Central Bank (http://www.centralbank.ie) and the website of Nasdaq Dubai (http://www.nasdaqdubai.com) and may be obtained during normal business hours from the specified office of the Principal Paying Agent at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom. 1 (a) Trustee and Lessor: Sharjah Sukuk Programme Limited (b) Seller, Obligor, Lessee and Servicing Agent: 2 (a) The Government of the Emirate of Sharjah acting through the Sharjah Finance Department (the “Government”) Series Number: 1 (b) Tranche Number: (c) 1 Date on which the Trust Certificates become fungible: Not Applicable 3 Specified Currency: United States Dollars (“U.S.$”) 4 Aggregate Face Amount: U.S.$1,000,000,000 (a) Series U.S.$1,000,000,000 A36138559 1
  2. (b) Tranche U.S.$1,000,000,000 5 Issue Price: 100.00 per cent. of the Aggregate Face Amount 6 (a) Specified Denominations: U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof (b) Calculation Amount: 7 (a) U.S.$1,000 Issue Date: 14 March 2018 (b) Return Accumulation Commencement Date Issue Date 8 Scheduled Dissolution Date: 14 March 2028 9 Periodic Distribution Amount Basis: Fixed Rate Trust Certificates (further particulars specified below) 10 Dissolution Basis: The Trust Certificates will be redeemed at 100 per cent. of the Aggregate Face Amount 11 Put/Call Rights: Not Applicable 12 Status The Trust Certificates are direct, unsecured, unsubordinated and limited recourse obligations of the Trustee 13 Date of Trustee’s approval and date of Government’s approval for issuance of Trust Certificates: Not Applicable Provisions relating to profit payable (if any) 14 Fixed Periodic Distribution Provisions: (a) Applicable Rate: 4.226 per cent. per annum payable semi-annually in arrear on each Periodic Distribution Date (b) Return Accumulation Period: (c) As per Condition 1.1 Periodic Distribution Date(s): 14 March and 14 September in each year up to and including the Scheduled Dissolution Date (d) Fixed Amount(s) for Trust Certificates in definitive form (and in relation to Trust Certificates in global form, see Condition 7): 15 U.S.$1,000 per Calculation Amount (e) Broken Amount(s): Not Applicable (f) Day Count Fraction: 30/360 (g) Determination Date(s): Not Applicable Floating Periodic Distribution Provisions: Not Applicable Provisions relating to dissolution 16 Optional Dissolution Call Right: Not Applicable 17 Certificateholder Put Right: Not Applicable 18 Clean Up Call Right: Not Applicable A36138559 2
  3. 19 Dissolution Event Amount : As per Condition 1.1 20 Final Dissolution Amount: As per Condition 1.1 21 Other Dissolution Amount: Not Applicable General provisions applicable to the Trust Certificates 22 Form of Trust Certificates: Trust Certificates in registered form: Global Trust Certificate registered in the name of a common depositary for Euroclear and Clearstream, Luxembourg and exchangeable for Trust Certificates in definitive registered form in the limited circumstances specified in the Global Trust Certificate. Reg S Compliance Category 2 23 Additional Financial Centre(s): Not Applicable 24 Prohibition of Sales to EEA Retail Investors: Not Applicable Provisions in respect of the Trust Assets 25 Trust Assets: 26 Split of proceeds on the Issue Date: Ijara Percentage: 55.24 per cent. (b) Murabaha Percentage: 44.76 per cent. (a) 27 Condition 5.1 applies (a) Details of Transaction Account (to be held in the United Kingdom): (b) Supplemental Trust: (c) Supplemental Agreement: Declaration Sharjah Sukuk Programme Limited Transaction Account No: GB26DEUT40508178299501 with Deutsche Bank AG, London for Series No.: 1 of Supplemental Declaration of Trust dated 14 March 2018 between the Trustee, the Government and the Delegate Purchase Supplemental Purchase Agreement dated 14 March 2018 between the Trustee and the Government (d) Supplemental Lease Agreement Supplemental Lease Agreement dated 14 March 2018 between the Trustee, the Lessor, the Lessee and the Delegate (e) Purchase Order and Letter of Offer and Acceptance: Purchase Order dated 14 March 2018 from the Obligor (as “Buyer”) to the Trustee (as “Seller”) and Letter of Offer and Acceptance dated 14 March 2018 from the Seller to the Buyer. (f) Declaration of Commingling of Assets: Not Applicable A36138559 3
  4. PART B – OTHER INFORMATION 1 Listing and Admission to Trading (a) Listing and Admission to trading: (b) Estimate of total expenses related to admission to trading: 2 Application has been made by the Trustee (or on its behalf) to the Irish Stock Exchange plc for the Trust Certificates to be listed on its Official List and admitted to trading on its regulated market with effect from 14 March 2018. Application has been made by the Trustee (or on its behalf) for the Trust Certificates to be listed on the official list of securities maintained by the DFSA and be admitted to trading on Nasdaq Dubai. Nasdaq Dubai: U.S.$4,500 Irish Stock Exchange: EUR600 Ratings Ratings: The Trust Certificates to be issued have been rated. S&P: BBB+ Moody’s: A3 Each of S&P and Moody’s is established in the European Union and is registered under Regulation (EC) No 1060/2009. 3 Interests of Natural and Legal Persons involved in the Issue Save for any fees payable to the Managers, so far as each of the Trustee and the Government is aware, no person involved in the issue of the Trust Certificates has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for, the Government and/or the Trustee (and each of their affiliates) in the ordinary course of business for which they may receive fees. 4 Yield: 5 Operational Information (a) ISIN: (b) Common Code: (c) Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, SA and the relevant identification number(s): (d) Delivery (e) Names and addresses of additional Paying Agent(s) (if any): 4.226 per cent. per annum. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. XS1791326991 179132699 Not Applicable Delivery against payment Not Applicable A36138559 5
  5. (f) Stabilising Manager(s): HSBC Bank plc A36138559 6