Proposed Issuance of Islamic Commercial Papers (“ICP”) and Islamic Medium Term Notes (“IMTN”) pursuant to an Islamic Commercial Papers Issuance Programme of RM100 million (“Islamic CP Programme”) and an Islamic Medium Term Notes Issuance Programme of RM500 million (“Islamic MTN Programme”) respectively, which will not exceed RM500 million in aggregate outstanding Nominal Value at any one time
Contents :
1. INTRODUCTION
The Board of Directors of Naim (“the Issuer”) is pleased to announce to Bursa Malaysia Securities Berhad its Islamic CP Programme and Islamic MTN Programme (collectively referred to as the “Islamic Securities Programmes”) where the ICP and IMTN will be issued based on either the Syariah principle of Musyarakah or Murabahah. The ICP and IMTN to be issued under the principle of Musyarakah shall be known as "Sukuk Musyarakah" while the ICP and IMTN to be issued under the principle of Murabahah shall be known as "Murabahah Notes".
CIMB Investment Bank Berhad has been appointed as the principal adviser/lead arranger/lead manager/facility agent for the Islamic Programmes.
2. DETAILS OF THE ISLAMIC SECURITIES PROGRAMMES
The salient terms and conditions of the Islamic Securities Programmes are detailed below:-
2.1 Tenure of the Islamic Securities Programmes
2.1.1 Islamic CP Programme
7 years from the date of the first issue under the Islamic CP Programme, provided that the first issue of ICP under the Islamic CP Programme shall not be later than 2 years from the date of the Securities Commission's ("SC") approval.
2.1.2 Islamic MTN Programme
15 years from the date of the first issue under the Islamic MTN Programme, provided that the first issue of IMTN under the Islamic MTN Programme shall not be later than 2 years from the date of the SC's approval.
The tenures of the ICP and IMTN are as follows:-
ICP - 1, 2, 3, 6, 9 or 12 months as the Issuer may select, provided that the ICP mature prior to the expiry of the Islamic CP Programme.
IMTN - More than 1 year and up to 15 years as the Issuer may select, provided that the IMTN mature prior to the expiry of the Islamic MTN Programme.
2.2 ExpectedPeriodic Distribution/Profit Rate and Profit Payment Frequency
The ICP shall be issued without expected periodic distribution/profit.
IMTN – Semi-annual or such other period as the Issuer and the Lead Manager may agree with the first expected periodic distribution/profit payment commencing 6 months or such other period, as the case may be, from the relevant date of issuance.
In the case of Sukuk Musyarakah with expected periodic distribution/profit, the expected period distribution/profit shall be calculated on the basis of the actual number of days elapsed and actual number of days basis (Actual/Actual).
In the case of Murabahah Notes with profit, the profit rate shall be calculated on the basis of the actual number of days elapsed and actual number of days basis (Actual/Actual).
2.3 Rating
The final ratings by RAM Rating Services Berhad for the ICP and IMTN are P1 and AA3, respectively.
2.4Identified Assets
2.4.1 Sukuk Musyarakah
The portfolio of assets is a pool of Syariah-compliant Assets identified and provided in kind by Naim for the purpose of the transaction. The Assets shall be endorsed by the Syariah Adviser. At all times, the tangible assets must be equal to at least 1/3 of the nominal value of the Sukuk Musyarakah outstanding.
2.4.2 Murabahah Notes
.The Assets based on the SC’s Syariah Advisory Council criteria identified and provided by Naim for the purpose of the transaction. The Assets shall be endorsed by the Syariah Adviser.
The value of the Assets shall be based on the fair values whereby the valuation and the purchase price shall comply with the SC’s Syariah Advisory Council’s Pricing Guidelines issued on 31 December 2003 and 30 April 2004.
2.5 Mode of Issue
2.5.1 ICP
Via competitive tender, direct placement or bought deal basis.
2.5.2 IMTN
Via book running on a best effort basis, direct placement or bought deal basis.
2.6 Status
The Notes shall constitute direct, unconditional and unsecured obligations of and shall at all times rank pari passu, without discrimination, preference or priority amongst themselves and at least pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer, subject to those preferred by law and the transaction documents.
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2.7Listing Status
The Notes will not be listed on Bursa Malaysia Securities Berhad or any other stock exchange.
2.8 Redemption
Unless previously redeemed or purchased and cancelled, the ICP and IMTN will be redeemed by the Issuer at 100% of their nominal value on their respective maturity dates.
3. UTILISATION OF PROCEEDS FROM THE ISLAMIC SECURITIES PROGRAMMES
The proceeds of the Islamic Securities Programmes shall be utilized to meet the Syariah-compliant working capital requirements and the Syariah-compliant general corporate purposes of Naim and its subsidiaries (“Group”).
4. FINANCIAL EFFECTS OF THE ISLAMIC SECURITIES PROGRAMMES
Share Capital, Net Assets ("NA"), Earnings and Dividends
The Islamic Securities Programmesarenot expected to have any impact on the Issuer's issued and paid-up share capital. The Islamic Securities Programmes are also not expected to have any material impact on the Issuer's NA, earnings and dividends to be declared (if any) for its financial year ending 31 December 2007.
5. APPROVALS FOR THE ISLAMIC SECURITIES PROGRAMMES
No other approval is required in relation to the Islamic Securities Programmes other than the approval from the SC.
6. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
None of the directors and/or substantial shareholders of Naim and/or persons connected with the directors and/or substantial shareholders of Naim have any interest, direct or indirect, in the Islamic Securities Programmes.
7. SUBMISSION TO THE RELEVANT AUTHORITIES
The Islamic Securities Programmes was approved by the SC via its letter dated 1 October 2007 which was duly received on 3 October 2007.
This announcement is dated 3rd day of October 2007.
c.c. Securities Commission