Medium term notes (MTN) programme (MTN Programme) of a combined limit of up to RM 3.0 billion in nominal value.

Transcription

1 (A) CORPORATE INFORMATION OF ISSUER (1) Name : Mercedes-Benz Services Malaysia Sdn Bhd ("MBSM" or the "Issuer") (2) Address : Registered Address: Lot 6.05, Level 6, KPMG Tower 8 First Avenue, Bandar Utama, Petaling Jaya, Selangor. Business Address: Wisma Mercedes-Benz, Level 3, 16A Jalan BK 1/13, Taman Perindustrian Bandar Kinrara, Puchong, Selangor. (3) Date of incorporation: 26 July 2012 (4) Place of incorporation : Malaysia (5) Business registration: P number (6) Residence status : Non Resident Controlled Company (7) Place of listing : Not Listed (8) Date of listing : Not Listed (9) Principal activities : The Issuer is principally involved in the provision of financial services such as, hire purchase and leasing and marketing of automotive insurance. (10) Issued and paid-up share capital : Issued and paid-up share capital as at 20 April 2018 are as follows:- RM151,245, comprising 151,245,950 ordinary shares. (11) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders : The shareholder and its shareholding in the Issuer as at 20 April 2018 are as follows:- Shareholder Mercedes-Benz Asia GMBH No. of ordinary shares of RM 1.00 each Shareholding (%) 151,245, Total 151,245, Page 1 of 18

2 (12) Board of directors : No. Name 1 Jirapong Michel Ponnaz as at 20 April Matthew Andre Daniel as at 20 April 2018 (13) Disclosure of the following : (i) If the issuer or its board members have 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, 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) : None. None. Page 2 of 18

3 (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 (B) CORPORATE INFORMATION OF GUARANTOR (1) Name : Daimler AG (the Guarantor ) (2) Address : Mercedesstraße Stuttgart Germany (3) Date of incorporation: 6 May 1998 (4) Place of incorporation : Germany (5) Business registration: Commercial Register of the Stuttgart District Court under No. HRB number (6) Residence status : Non Resident Controlled Company (7) Place of listing : Other Stock Exchange 1 Frankfurt 2 Stuttgart (8) Date of listing : No. Place of listing Date of listing 1 Frankfurt 17 November Page 3 of 18

4 Stuttgart 17 November 1998 (9) Principal activities : Daimler AG and its consolidated subsidiaries is a vehicle manufacturer with a wide product range of automobiles, trucks, vans and buses. The product portfolio includes tailored automotive and financial services. (10) Issued and paid-up share capital : Issued and paid-up share capital as at 20 April 2018 are as follows:- The share capital is EUR3,069,671, divided into 1,069,837,447 no-par-value registered shares. (11) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders : The Guarantor is a stock corporation and as such owned by its shareholders and is listed on the stock exchanges in Frankfurt and Stuttgart.Under the German Securities Trading Act (Wertpapierhandelsgesetz; the "WpHG"), holders of voting securities of a listed German company must notify that company of the level of their holding or voting rights, which are attributed to them, whenever it reaches, exceeds or falls below specified thresholds. The thresholds are 3, 5, 10, 15, 20, 25, 30, 50 and 75% of the company's outstanding voting securities.as at 5 May 2018, the Renault-Nissan Alliance holds 3.1% of Daimler AG s shares and the Kuwait Investment Authority (KIA) owns 6.8% of Daimler AG s shares. As at 5 May 2018, Li Shufu indirectly owns 9.69 % of Daimler AG s shares. (12) Board of directors : No. Name Name Is Malaysian Dr. Manfred Bischoff as at 20 April 2018 No Michael Brecht* as at 20 April 2018 No Dr. Paul Achleitner as at 20 April 2018 No Sari Baldauf as at 20 April 2018 No Michael Bettag* as at 20 April 2018 No Dr. Clemens Börsig as at 20 April 2018 No Raymond Curry* as at 20 April 2018 No Dr. Jürgen Hambrecht as at 20 April 2018 No Petraea Heynike as at 20 April 2018 No Joe Kaeser as at 20 April 2018 No Ergun Lümali* as at 20 April 2018 No Wolfgang Nieke* as at 20 April 2018 No Dr. Bernd Pischetsrieder as at 20 April 2018 No Page 4 of 18

5 Bader M. Al Saad as at 20 April 2018 No Sibylle Wankel* as at 20 April 2018 No Dr.Frank Weber* as at 20 April 2018 No Marie Wieck as at 20 April 2018 No Dr. Sabine Zimmer* as at 20 April 2018 No Elke Tönjes-Werner* as at 20 April 2018 No Roman Zitelsberger* as at 20 April 2018 No Dr. Dieter Zetsche as at 20 April 2018 No Renata Jungo Brüngger as at 20 April 2018 No Martin Daum as at 20 April 2018 No Ola Källenius as at 20 April 2018 No Wilfried Porth as at 20 April 2018 No Britta Seeger as at 20 April 2018 No Hubertus Troska as at 20 April 2018 No Bodo Uebber as at 20 April 2018 No *representative of the employees In addition to the above, please also refer to Daimler AG's letter as appended herewith as Appendix VI. (13) Disclosure of the following : (i) If the guarantor or its board members have 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, or if any action has been initiated against the guarantor or its board members for breaches of the same, for the past ten years prior to the lodgement/ since incorporation (for guarantor : Reference is made to the Legal Risk section of the Risk and Opportunities Report in pages 167 and 168 of the Annual Report 2017 and the Note 29 in pages of the Annual Report and the Legal Risk section of the Risk and Opportunities Report in pages of the Interim Report Q and the Note 17 in pages of the Interim Report Q Also, reference is made to the relevant sections and notes in the annual and interim reports published by the Guarantor for the past ten years. The abovementioned relevant sections of the reports are appended herewith as Appendix V. Page 5 of 18

6 incorporated less than ten years) (ii) If the guarantor : None. 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 (C) PARTIES TO THE TRANSACTION (a) Origination No. Roles Name of parties 1 Issuer MBSM 2 Principal Adviser HSBC Bank Malaysia Berhad 3 Principal Adviser United Overseas Bank (Malaysia) Berhad 4 Lead Arranger HSBC Bank Malaysia Berhad ("HSBC") and United Overseas Bank (Malaysia) Bhd ("UOB") 5 Guarantor Daimler AG 6 Solicitors Messrs Adnan Sundra & Low ( ASL ) 7 Solicitors Zaid Ibrahim & Co ( Zico ) 8 Trustee Pacific Trustees Berhad Page 6 of 18

7 9 Credit Rating Agency RAM Rating Services Bhd (RAM) (b) At the point of distribution No. Roles Name of parties 1 Issuer MBSM 2 Lead Manager HSBC, UOB and such other financial institutions to be appointed (if any) 3 Facility Agent UOB 4 Central Depository Bank Negara Malaysia 5 Paying Agent Bank Negara Malaysia (c) After distribution No. Roles Name of parties 1 Issuer MBSM 2 Principal Adviser HSBC Bank Malaysia Berhad 3 Principal Adviser United Overseas Bank (Malaysia) Berhad 4 Trustee Pacific Trustees Berhad 5 Facility Agent UOB 6 Credit Rating Agency RAM Rating Services Bhd (RAM) 7 Central Depository Bank Negara Malaysia Page 7 of 18

8 8 Paying Agent Bank Negara Malaysia (D) DETAILS OF FACILITY/PROGRAMME (1) Name of facility : Medium term notes ( MTN ) programme ( MTN Programme ) of a combined limit of up to RM 3.0 billion in (2) One-time issue or programme : Programme (3) Shariah principles (for sukuk) : Not applicable (4) Facility description (for ringgitdenominated sukuk, to provide description as cleared by the SC) : The issuance of commercial papers and/or medium term notes pursuant to a commercial papers and/or medium term notes programme ("CP/MTN Programme") and the issuance of MTN pursuant to a MTN Programme (the commercial papers and/or medium term notes under the CP/MTN Programme and MTN are collectively referred to as the Notes and the CP/MTN Programme and MTN Programme are collectively referred to as the Programmes, in which the Programmes shall together have a combined limit of up to RM3.0 billion in nominal value. The principal terms and conditions of the CP/MTN Programme are the subject of a separate lodgement kit. (5) Currency : Ringgit (6) Expected facility/ programme size : Up to MYR 3,000,000, (7) Option to upsize (for programme) : Yes (8) Tenure of facility/ : 20 year(s) Page 8 of 18

9 programme (9) Availability period for debt/ sukuk programme : The MTN Programme is available upon completion of the MTN Transaction Documents (as defined in item (ix) of the section entitled Other terms and conditions MTN Transaction Documents below) and compliance of all relevant conditions precedent to the satisfaction of the Joint Lead Arrangers, until twenty (20) years from the date of the first issuance under the MTN Programme. The first MTN shall be issued within sixty (60) business days from the date of lodgement of the required information and documents relating to the MTN Programme with the Securities Commission Malaysia ( SC ) (the Lodgement ). (10) Clearing and settlement platform : Paynet (11) Mode of issue : Private/direct placement Bought deal Book building (12) Selling restrictions : (i) At issuance: Part 1 of Schedule 7 of the CMSA Read together with Schedule 9 of CMSA Schedule 8 of CMSA Section 2(6) of the Companies Act 2016 Other-Selling Restrictions at Issuance: The MTN may only be offered, sold, transferred or otherwise disposed of, directly or indirectly, to persons falling within Section 2(6) of the Companies Act 2016 (as amended from time to time) ( Companies Act ); and Part I of Schedule 6 or Section 229(1)(b) of the Capital Markets and Services Act 2007 (as amended from time to time) ( CMSA ) and Part I of Schedule 7 or Section 230(1)(b) and Schedule 8 or Section 257(3) of the CMSA, read together with Schedule 9 or Section 257(3) of the CMSA. (ii) After issuance: Part 1 of Schedule 6 of the CMSA Schedule 8 of CMSA Section 2(6) of the Companies Act 2016 Other-Selling Restrictions after Issuance: The MTN may only be offered, sold, transferred or otherwise disposed of, directly or indirectly, to persons falling within Section 2(6) of the Companies Act; and Part I of Schedule 6 or Section 229(1)(b) and Schedule 8 or Section 257(3) of the CMSA read together with Schedule 9 or Section 257(3) of the CMSA.Read together with Schedule 9 of CMSAOther-Selling Restrictions after Issuance: The MTN may only be offered, sold, transferred or otherwise disposed of, directly or indirectly, to persons falling within Section 2(6) of the Companies Act; and Part I of Schedule 6 or Section 229(1)(b) and Schedule 8 or Section 257(3) of the CMSA read together with Schedule 9 or Section 257(3) of the CMSA. Read together with Schedule 9 of CMSA Page 9 of 18

10 Additional Selling Restrictions The MTN may not be offered for sale or sold outside Malaysia and may not at any time be offered for sale, sold or transferred to any other persons save for those provided for under the paragraphs above ( Permitted Investors ). No person may transfer the MTN to any person who is not a Permitted Investors. The MTN have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act ) or the securities laws of any state in the United States of America (the USA ). The MTN may not be offered, sold, delivered or transferred within the USA or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act). (13) Tradability and transferability : Size in Ringgit which are tradable and transferable: MYR 3,000,000, Size in Ringgit which are non-tradable and non-transferable: Not applicable (14) Secured/combinatio n of unsecured and secured, if applicable : Unsecured (15) Details of guarantee, : An unconditional and irrevocable guarantee agreement from Daimler AG (the if applicable Guarantor ) in favour of the holders of the Notes ( Guarantee ), whom may be acting through the Trustee. So long as any of the Notes remain outstanding, the Guarantor shall not provide for other notes or bonds, including any guarantee or indemnity assumed therefor, any security upon its assets without at the same time having the holders of the Notes share equally and rateably in such security, provided that such security upon its assets is neither mandatory pursuant to applicable laws nor required as a prerequisite for obtaining any governmental approvals ( Guarantor Undertaking ). The Guarantee may be enforced following any failure by the Issuer to pay amounts payable in relation to the Notes subject to certain restrictions in case of illegality, act of state or force majeure. The Guarantee will be provided on an one-off basis for all the Notes to be issued from time to time under the Programmes. (16) Convertibility of : Non-convertible issuance and details of the convertability Page 10 of 18

11 (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 No positive covenant Negative covenants Including but not limited to the following: (i). Negative Pledge: so long as any of the MTN remain outstanding, the Issuer shall not provide for other notes or bonds, including any guarantee or indemnity assumed therefor, any security upon its assets without at the same time having the holders of the MTN share equally and rateably in such security, provided that such security upon its assets is neither mandatory pursuant to applicable laws nor required as a prerequisite for obtaining any governmental approvals; and (ii). such other negative covenants as may be advised by the solicitor acting for the Joint Lead Arrangers and agreed by the Issuer. Financial Covenants No financial covenant Information Covenants No information covenant (21) Details of : No designated account designated account, if applicable (22) Name of credit rating: agency, credit rating and amount rated, if applicable No. Credit rating agency Credit rating Final/ indicative rating Name of Class/ Series/ Tranche Amount rated 1 RAM Rating AAA (s) Final rating MYR Page 11 of 18

12 Services Bhd (RAM) 3,000,000, (23) Conditions precedent : Conditions precedent for the establishment of the MTN Programme shall include but not limited to the following: A. Main Documentation i. the MTN Transaction Documents have been duly executed and, where applicable, stamped or endorsed as exempted from stamp duty (as the case may be) and presented for registration; ii. the Guarantee by Daimler AG has been executed and, where applicable, stamped or endorsed as exempted from stamp duty (as the case may be) and registered with Bank Negara Malaysia ( BNM ); and B. The Issuer i. certified true copies ( CTC ) of the Certificate of Incorporation and the latest constitution of the Issuer; ii. CTC of the latest Return for Allotment of Shares, Notification of Change in the Registered Address and Notification of Change in the Register of Directors, Managers and Secretaries of the Issuer; iii. CTC of the board resolution(s) of the Issuer authorising, among others, the establishment of the MTN Programme, the issuance of the MTN under the MTN Programme and the execution of the MTN Transaction Documents; iv. a list of the Issuer s authorised signatories and their respective specimen signatures; v. a report of the relevant company search result conducted on the Issuer at the Companies Commission of Malaysia; vi. a report of the relevant winding up search conducted on the Issuer; and C. General i. a copy of the receipt of acknowledgement by SC of the lodgement in respect of the MTN Programme for the proposed issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase of the MTN; ii. the MTN has been assigned a final rating of at least AAA(s) from the Credit Rating Agency; iii. evidence that all relevant fees, costs and expenses due and payable in connection with the MTN Programme have been paid in full or a mutually agreed arrangement with the respective transaction parties has been made; iv. a satisfactory legal opinion from the solicitor addressed to the Joint Lead Page 12 of 18

13 Arrangers advising, amongst others, on the legality, validity and enforceability of the MTN Transaction Documents (excluding the Guarantee) and a written confirmation from the solicitor addressed to the Joint Lead Arrangers confirming that all the conditions precedent have been fulfilled or waived (if applicable); v. a satisfactory legal opinion acceptable to the Joint Lead Arrangers, addressed to the Joint Lead Arrangers advising, amongst others, on the legality, validity and enforceability of the Guarantee governed under German laws and a confirmation that Daimler AG has not been wound up; vi. consents from the existing financiers (where applicable and if required) for the Issuer to undertake the MTN Programme and to issue MTN thereunder; and vii. such other conditions precedent as advised by the solicitor acting for the Joint Lead Arrangers and agreed by the Issuer. (24) Representations and: Including but not limited to the following: warranties i. Incorporation: the Issuer is a company with limited liability duly incorporated and validly existing under the laws of Malaysia with power to enter into the MTN Transaction Documents to which it is a party, to issue the MTN and to exercise its rights and perform its obligations thereunder, and all corporate and other actions required to authorise the execution of the MTN Transaction Documents to which it is a party and the performance by the Issuer of its obligations thereunder has been duly taken; ii. Status: the Issuer's payment obligations under the MTN Transaction Documents rank pari passu in all respects amongst themselves and at least pari passu with the claims of all its unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law generally; iii. Acts: all acts, conditions and things required to be done, fulfilled or iv. performed in order (a) to enable the Issuer to lawfully to enter into, exercise its rights (if any) under and perform and comply with the obligations (if any) expressed to be assumed by it in the MTN Transaction Documents and (b) to ensure that the obligations (if any) expressed to be assumed by it in the MTN Transaction Documents as well as the obligations arising from the MTN will, upon execution and delivery as provided in the MTN Transaction Documents be legal, valid and enforceable, have been done, fulfilled and performed; v. Information Memorandum: to the best of the Issuer s knowledge, the Information Memorandum and all documents relating thereto or incorporated Page 13 of 18

14 by reference therein are, in respect of matters relating to it, true and accurate in all material respects and not misleading, the opinions and intentions expressed therein are honestly held and there are no other facts the omission of which would make any of the information or the expression of any opinions or intentions contained therein, materially misleading; vi. Winding-up: to the best of the Issuer s knowledge, it has not taken any corporate action nor have any other steps been taken or legal proceedings been started or credibly threatened against it for its winding-up or dissolution or for the appointment of a receiver, trustee or similar officer of it or of any or all of its assets or revenues; vii. Default: to the best of the Issuer s knowledge, it is not in breach of or in default under any agreement to which it is a party or which is binding on it or any of its assets to an extent or in a manner which might reasonably be expected to have a materially adverse effect on its ability to perform its obligations (if any) under the MTN Transaction Documents; viii. Litigation: to the best of the Issuer s knowledge, save as disclosed in the Information Memorandum or its most recent financial statements as incorporated by reference in the Information Memorandum, no action or administrative proceeding of or before any court or agency which might reasonably be expected to have a material adverse effect on its ability to perform its obligations (if any) under the MTN Transaction Documents has been served on it or credibly threatened; ix. Financial Statements: to the best of the Issuer s knowledge, save as disclosed in the Information Memorandum or its most recent financial statements as incorporated by reference in the Information Memorandum, since the relevant date of publication of its most recent financial report which has been made publicly available there has been no material adverse change in its business or financial condition; x. Security: to the best of the Issuer s knowledge, the execution of the MTN Transaction Documents to which it is a party and the exercise of its rights and performance of its obligations thereunder will not result in the existence of or oblige it to create any encumbrance over all or any of its present or future revenues or assets; xi. Contravention: to the best of the Issuer s knowledge, the execution of the MTN Transaction Documents to which it is a party and the exercise of its rights and performance of its obligations thereunder (a) do not constitute and will not result in any breach of any agreement to which it is a party and (b) will not cause any limit on its borrowing powers to be exceeded or cause any limitation on any of its other powers (howsoever such limitations may have been imposed), or on the right or ability of its board of directors or managing board, as the case may be, to exercise such other powers, or any other limit Page 14 of 18

15 affecting it, to be exceeded; and xii. such other representations and warranties as may be advised by the solicitor acting for the Joint Lead Arrangers and agreed by the Issuer. The representations and warranties shall be made on the date of each of the Transaction Documents and the Issuer shall be deemed to repeat such representations and warranties on: a. on the date which the issue request is delivered by the Issuer; b. the issue date of the MTN; and c. the date of the subscription agreement, d. with reference to the facts and circumstances then subsisting. Page 15 of 18

16 (25) Events of defaults or : Including but not limited to the following: enforcement events, i. the Issuer fails to pay any amount due from it under the MTN within thirty (30) where applicable, including recourse days from the relevant due date; available to ii. the Issuer fails duly to perform any other obligation arising from the MTN or investors the Guarantor fails to perform any obligation arising from the Guarantor Undertaking and such failure continues for more than forty five (45) days after the Trustee has received notice thereof from the holders of the MTN; iii. the Issuer or the Guarantor announces its inability to meet its financial obligations; iv. a court opens insolvency or other bankruptcy proceedings against the Issuer or the Guarantor, or such proceedings are instituted and have not been discharged or stayed within sixty (60) days, or the Issuer or the Guarantor applies for or institutes such proceedings; v. the Issuer or the Guarantor goes into liquidation unless this is done in connection with a merger, consolidation or other form of combination with another company or in connection with a reconstruction and such other or new company assumes all obligations contracted by the Issuer or the Guarantor in connection with the issue of the MTN; and vi. such other events of default as may be advised by the solicitor acting for the Joint Lead Arrangers and agreed by the Issuer. Upon the occurrence of any of the Events of Default above which is continuing, the Trustee may, at its sole and absolute discretion and shall, if directed by an extraordinary resolution of the holders of the MTN, declare that an Event of Default has occurred, whereupon the MTN together with all other sums payable under the MTN Programme shall become immediately due and payable. Thereafter, the Trustee may take proceedings against the Issuer and/or the Guarantor as it may think fit to enforce immediate payment of the MTN and/or the Guarantee. The right to declare that an Event of Default has occurred shall terminate if the situation giving rise to it has been cured before the right is exercised. (26) Governing laws : Laws of Malaysia and laws of Germany in respect of the Guarantee. (27) Provisions on buyback, if applicable : The Issuer or any of its subsidiaries, agent(s) or interested person may at any time purchase the MTN at any price in the open market or by private treaty. The MTN purchased by the Issuer or by its subsidiaries or by agent(s) of the Issuer who are acting on behalf of the Issuer for such purchase, shall be cancelled and cannot be resold. The MTN purchased by the Issuer s interested person need not be cancelled but they will not be entitled to vote at any meeting of the holders of the MTN. Page 16 of 18

17 (28) Provisions on early redemption, if applicable : No provision on early redemption (29) Voting : Voting by the holders of the MTN under the MTN Programme shall be carried out as follows: (i) (ii) Prior to the upsizing of the combined limit of the MTN Programme and the CP/MTN Programme: All matters/resolutions which require the holders of the MTN s consent under the MTN Programme shall be carried out on a collective basis. Post upsizing of the combined limit of the MTN Programme and the CP/MTN Programme: All matters/resolutions which require the MTN s consent under the MTN Programme shall be carried out on a per series basis. The passing of resolutions shall be carried out in the following manner: (i) (ii) Ordinary Resolution Ordinary Resolution means a resolution passed at a meeting of the holders of the MTN duly convened and held in accordance with the provisions of the Trust Deed (as defined in item (xi) of the section entitled Other terms and conditions Trust Deed below) and carried by a majority consisting of more than fifty percent (50%) of the persons voting thereat upon a show of hands or, if a poll is duly demanded, by a majority consisting of more than fifty percent (50%) of the votes given on such poll. Extraordinary Resolution Extraordinary Resolution means a resolution passed at a meeting of the holders of the MTN duly convened and held in accordance with the provisions of the Trust Deed and carried by a majority consisting of not less than seventy five percent (75%) of the persons voting thereat upon a show of hands or, if a poll is duly demanded, by a majority consisting of not less than seventy five percent (75%) of the votes given on such poll. For the purposes of the above paragraph: (i) (ii) Prior to the exercise of the option to upsize: Reference to the holders of the MTN shall refer to holders of the MTN in respect of all outstanding MTN; Upon the exercise of the option to upsize: Reference to the holders of the MTN shall refer to holders of the MTN in respect of a particular series. (30) Permitted : No permitted investments Page 17 of 18

18 investments, if applicable (31) Ta widh (for ringgitdenominated : Not applicable sukuk) (32) Ibra (for ringgitdenominated : Not applicable sukuk) (33) Kafalah (for ringgitdenominated : Not applicable sukuk) Page 18 of 18