THE HONGKONG LAND TREASURY SERVICES (SINGAPORE) PTE. LTD. (incorporated in Singapore with limited liability) (Company Number: C)

Transcription

1 INFORMATION MEMORANDUM DATED 30 SEPTEMBER 2005 THE HONGKONG LAND TREASURY SERVICES (SINGAPORE) PTE. LTD. (incorporated in Singapore with limited liability) (Company Number: C) S$325,000, Per Cent. Guaranteed Notes due 2010 (the 2010 Notes ) S$375,000, Per Cent. Guaranteed Notes due 2015 (the 2015 Notes ) Unconditionally and irrevocably guaranteed by THE HONGKONG LAND COMPANY, LIMITED (incorporated in Hong Kong with limited liability) Issue Price 100 per cent. All sums payable by The Hongkong Land Treasury Services (Singapore) Pte. Ltd. (the Issuer ) under or pursuant to the 2010 Notes and the 2015 Notes (the 2010 Notes and the 2015 Notes are collectively referred to as the Notes ) are unconditionally and irrevocably guaranteed by The Hongkong Land Company, Limited ( Hongkong Land or the Guarantor ). Interest on the 2010 Notes and the 2015 Notes is payable semi-annually in arrear on 3 April and 3 October (each an Interest Payment Date ) in each year commencing 3 April 2006 (provided that the final Interest Payment Date for the 2010 Notes and the 2015 Notes shall fall on 4 October 2010 and 5 October 2015, respectively). Payments on the Notes will be made without deduction for or on account of taxes of Singapore or the Hong Kong Special Administrative Region of the People s Republic of China ( Hong Kong ) to the extent described under Terms and Conditions of the Notes Taxation. The 2010 Notes will mature on 4 October 2010 at their principal amount and the 2015 Notes will mature on 5 October 2015 at their principal amount. The Notes are subject to redemption in whole, at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain changes affecting taxes of Singapore or Hong Kong. See Terms and Conditions of the Notes Redemption and Purchase. Approval in-principle has been received for the listing of the Notes on the Singapore Exchange Securities Trading Limited (the Singapore Exchange ). The Singapore Exchange takes no responsibility for the correctness of any of the statements made or opinions or reports contained in this Information Memorandum. Admission of the Notes to the Official List of the Singapore Exchange is not to be taken as an indication of the merits of the Issuer or of the Notes. The Notes have been assigned a rating of A2 by Moody s Investors Service and BBB+ by Standard & Poor s Ratings Services, a division of The McGraw Hill Companies Inc. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating organisation. The 2010 Notes will initially be represented by a temporary global note (the 2010 Temporary Global Note ), without coupons, and the 2015 Notes will initially be represented by a temporary global note (the 2015 Temporary Global Note ), without coupons. The 2010 Temporary Global Note and the 2015 Temporary Global Note will be deposited with The Central Depository (Pte) Limited ( CDP or the Depository ) on or about 3 October 2005 (the Issue Date ). The 2010 Temporary Global Note and the 2015 Temporary Global Note will be exchangeable in whole or in part not earlier than 40 days after the Issue Date for the 2010 Permanent Global Note (as defined herein) and the 2015 Permanent Global Note (as defined herein), respectively (collectively, the Permanent Global Notes ), without coupons, upon prior certification as to non-u.s. beneficial ownership thereof or otherwise as required by U.S. Treasury Regulations. Each of the purchase, sale and transfer of the Notes may only be effected through accounts at the Depository. The Permanent Global Notes will be exchangeable for definitive Notes in bearer form in the denomination of S$250,000 each in the limited circumstances set out in it. See Summary of Provisions Relating to the Notes while in Global Form. Joint Lead Managers and Joint Bookrunners Co-Manager

2 NOTICE The following selling restriction applies prior to the coming into force of the amendments to Part XIII of the Securities and Futures Act (to be amended by the Securities and Futures (Amendment) Act 2005): This Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Information Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes to be issued by the Issuer may not be circulated or distributed, nor may Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to the public or any member of the public in Singapore other than (i) to an institutional investor specified in Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA ), (ii) to a sophisticated investor, and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. The following selling restriction applies subsequent to the coming into force of the amendments to Part XIII of the Securities and Futures Act (as amended by the Securities and Futures (Amendment) Act 2005): This Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Information Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Notes to be issued by the Issuer may not be circulated or distributed, nor may Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. The Issuer and the Guarantor, having made all reasonable enquiries, confirm that this Information Memorandum contains all information with respect to the Issuer, the Guarantor and the Guarantor and its subsidiaries and joint ventures taken as a whole, the Notes and the Guarantees (as defined below) which is material in the context of the issue and offering of the Notes; the statements contained in it relating to the Issuer, the Guarantor and the Guarantor and its subsidiaries and joint ventures taken as a whole are in every material particular true, accurate and not misleading; the opinions and intentions expressed in this document with regard to the Issuer, the Guarantor and the Guarantor and its subsidiaries and joint ventures taken as a whole are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions; there are no other facts in relation to the Issuer, the Guarantor, the Guarantor and its subsidiaries and joint ventures taken as a whole, the Notes or the Guarantees the omission of which would, in the context of the issue and i

3 offering of the Notes, make any statement in this Information Memorandum untrue, inaccurate or misleading in any material respect; and all reasonable enquiries have been made by the Issuer and the Guarantor to ascertain such facts and to verify the accuracy of all such information and statements. Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Information Memorandum. No person has been authorised to give any information or to make any representation other than those contained in this Information Memorandum and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor or any of the Managers (as defined below). Nothing contained herein is, or may be relied upon as, a promise or representation as to the future performance or policies of the Issuer, the Guarantor, any of the subsidiaries or joint ventures of the Guarantor. The delivery of this Information Memorandum at any time does not imply that the information contained in it is correct as at any time subsequent to its date. Neither this Information Memorandum nor any other document or information (or any part thereof) delivered or supplied under or in relation to the issue of the Notes may be used for the purpose of, and does not constitute an offer of, or solicitation or invitation by or on behalf of the Issuer, the Guarantor or any of the Managers to subscribe for or purchase, the Notes in any jurisdiction or under any circumstances in which such offer, solicitation or invitation is unlawful, or not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. The distribution and publication of this Information Memorandum or any such other document or information and the offer of the Notes in certain jurisdictions may be restricted by law. Persons who distribute or publish this Information Memorandum or any such other document or information or into whose possession this Information Memorandum or any such other document or information comes are required to inform themselves about and to observe any such restrictions and all applicable laws, orders, rules and regulations. For a description of certain further restrictions on offers and sales of Notes and distribution of this Information Memorandum see Subscription and Sale below. No person is authorised to give any information or to make any representation not contained in this Information Memorandum and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantor or any of the Managers. The Managers have not separately verified the information contained in this Information Memorandum. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by any of the Managers or their respective affiliates as to the accuracy or completeness of the information contained in this Information Memorandum or any other information provided by the Issuer or the Guarantor in connection with the Notes or their distribution. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ) and Notes in bearer form are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. See Subscription and Sale below. Unless otherwise specified or the context requires, references to HK dollars and HK$ are to Hong Kong dollars, references to S$ are to Singapore dollars and references to U.S. dollars and US$ are to United States dollars. This Information Memorandum and any other document or materials in relation to the issue, offering or sale of the Notes have been prepared solely for the purpose of the initial sale or placement by the Joint Lead Managers (as defined below) of the Notes. This Information Memorandum and such other documents or materials are made available to the recipients thereof solely on the basis that they are persons falling within the ambit of Section 274 and/or Section 275 of the SFA and may not be relied upon by any person other than persons to whom the Notes are sold or with whom they are placed by the Joint Lead Managers as aforesaid or for any other purpose. Recipients of this Information Memorandum shall not reissue, circulate or distribute this Information Memorandum or any part thereof in any manner whatsoever. The attention of recipients of this Information Memorandum is drawn to the restrictions on resale of the Notes set out under Subscription and Sale below. ii

4 Neither the delivery of this Information Memorandum (or any part thereof) or the issue, offering, subscription, purchase or sale of the Notes shall, under any circumstances, constitute a representation, or give rise to any implication, that there has been no change in the condition (financial or otherwise), business, prospects, results of operations or general affairs of the Issuer, the Guarantor or in the information herein since the date hereof or the date on which this Information Memorandum has been most recently amended or supplemented. None of the Issuer, the Guarantor, the Managers or any of their respective officers or employees is making any representation or warranty expressed or implied as to the merits of the Notes or the subscription, purchase or acquisition thereof, the creditworthiness, condition (financial or otherwise), prospects, results of operations, general affairs or business or otherwise of the Issuer, the Guarantor or any of the subsidiaries or joint ventures of the Guarantor. Further, none of the Managers gives any representation or warranty as to the Issuer or the Guarantor as to the accuracy, reliability or completeness of the information set out herein (including the legal and regulatory requirements pertaining to Sections 274, 275 and 276 or any provisions of the SFA) and the documents which are incorporated by reference in, and form part of, this Information Memorandum. Any purchase, subscription or acquisition of the Notes is in all respects conditional on the satisfaction of certain conditions set out in the Subscription Agreement (as defined below), the issue of the Notes by the Issuer to the Joint Lead Managers pursuant to the Subscription Agreement and the Subscription Agreement not being terminated for any reason whatsoever. Any offer, invitation to offer or agreement made in connection with the purchase, subscription or acquisition of the Notes or pursuant to this Information Memorandum shall (without any liability or responsibility on the part of the Issuer, the Guarantor or any of the Managers) lapse and cease to have any effect if (for any reason whatsoever) the Notes are not issued by the Issuer to the Joint Lead Managers pursuant to the Subscription Agreement. Any person(s) who is invited to purchase or subscribe for the Notes or to whom this Information Memorandum is sent shall not make any offer or sale, directly or indirectly, of any Notes or distribute or cause to be distributed any document or other material in connection therewith in any country or jurisdiction except in such manner and in such circumstances as will result in compliance with any applicable laws and regulations. It is recommended that persons proposing to subscribe for, purchase or otherwise acquire any of the Notes consult their own legal and other advisers before subscribing for, purchasing or acquiring the Notes. iii

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6 TABLE OF CONTENTS Page Definitions... 2 Summary of the Offering... 4 Terms and Conditions of the Notes... 9 Summary of Provisions Relating to the Notes while in Global Form Use of Proceeds The Issuer Capitalisation of the Guarantor The Guarantor Taxation Clearing and Settlement Subscription and Sale Index to Financial Statements General Information

7 DEFINITIONS The following definitions have, where appropriate, been used in this Information Memorandum: CDP or Depository : The Central Depository (Pte) Limited Central : The Central Business District on Hong Kong Island Co-Manager : UBS AG Companies Act : Companies Act, Chapter 50 of Singapore, as amended or modified from time to time Coupons : The interest coupons appertaining to the Notes Couponholders : The holders of the Coupons Deed of Covenant : The Deed of Covenant dated on or about 3 October 2005 to be executed by the Issuer by way of a deed poll in relation to the Notes Fiscal Agency Agreement : The Fiscal Agency Agreement dated on or about 3 October 2005 to be made between (1) the Issuer, as issuer, (2) the Guarantor, as guarantor, and (3) the Fiscal Agent, as fiscal and paying agent, as amended, varied or supplemented from time to time Fiscal Agent : DBS Bank Ltd. Grade A : The term used by Jones Lang LaSalle Ltd. to define high-quality office properties (from both public and private sector offices), based on the criteria adopted by the Hong Kong Government Rating and Valuation Department, which include high-quality finishes, flexible layout, large floor plates, spacious lobbies and circulation area, effective central air conditioning, good lift services zoned for passengers and goods deliveries, and good building management and parking facilities. Jones Lang LaSalle Ltd. has made certain exceptions to these criteria such as the less rigid criteria applied to the size of floor plates, the modernity of the building s design and the provision of car parking. The market perception of a building will also be taken into account Group : The Guarantor and its subsidiaries taken as a whole Guarantees : The guarantees of the Guarantor to be enfaced on the Notes Guarantor or Hongkong Land : The Hongkong Land Company, Limited Issuer : The Hongkong Land Treasury Services (Singapore) Pte. Ltd. Issue Date : 3 October 2005 ITA : Income Tax Act, Chapter 134 of Singapore, as amended or modified from time to time Jardine Matheson Group : Jardine Matheson Holdings Limited and its subsidiaries and associated companies Joint Lead Managers : DBS Bank Ltd. and The Hongkong and Shanghai Banking Corporation Limited Managers : The Joint Lead Managers and the Co-Manager and each, a Manager 2

8 Master Depository Agreement : The Master Depository Services Agreement dated on or about 3 October 2005 to be made between (1) the Issuer and (2) CDP, as amended, varied or supplemented from time to time Moody s : Moody s Investors Service 2010 Notes : S$325,000, Per Cent. Guaranteed Notes Due Notes : S$375,000, Per Cent. Guaranteed Notes Due 2015 Notes : The 2010 Notes and the 2015 Notes Noteholders : The holders of the Notes Occupancy rate : The portion of total lettable area occupied as at the relevant dates indicated divided by the total lettable area as at the corresponding period end, expressed as a percentage Paying Agents : The paying agents in respect of the Notes appointed from time to time under the Fiscal Agency Agreement or any agreement supplemental to it and includes the Fiscal Agent, each referred to as a Paying Agent 2010 Permanent Global Note : The permanent global note which will represent the 2010 Notes, or some of them, after exchange of the 2010 Temporary Global Note, or a portion of it 2015 Permanent Global Note : The permanent global note which will represent the 2015 Notes, or some of them, after exchange of the 2015 Temporary Global Note, or a portion of it Permanent Global Notes : The 2010 Permanent Global Note and the 2015 Permanent Global Note and Permanent Global Note means either of them SFA : The Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time Singapore Exchange : Singapore Exchange Securities Trading Limited S&P : Standard & Poor s Ratings Services, a division of The McGraw Hill Companies Inc. Subscription Agreement : The Subscription Agreement dated 23 September 2005 made between (1) the Issuer, as issuer, (2) the Guarantor, as guarantor, (3) the Joint Lead Managers, as joint lead managers and (4) the Co-Manager, as co-manager, as amended, varied or supplemented from time to time sq. ft : Square Feet % : Per Cent Temporary Global Note : The temporary global note which will represent the 2010 Notes on issue 2015 Temporary Global Note : The temporary global note which will represent the 2015 Notes on issue Temporary Global Notes : The 2010 Temporary Global Note and the 2015 Temporary Global Note and Temporary Global Note means either of them The Landmark Complex : The complex that comprises (i) Gloucester Tower and portions of the Atrium, The Landmark, 11 Pedder Street, Central, Hong Kong and (ii) Edinburgh Tower and portions of the Atrium, The Landmark, 15 Queen s Road Central, Hong Kong 3

9 SUMMARY OF THE OFFERING The following summary is derived from, and should be read in conjunction with, the full text of this Information Memorandum and the Fiscal Agency Agreement including, without limitation, the terms and conditions of the Notes. Issuer : The Hongkong Land Treasury Services (Singapore) Pte. Ltd. Guarantor : The Hongkong Land Company, Limited Joint Lead Managers : DBS Bank Ltd. and The Hongkong and Shanghai Banking Corporation Limited Co-Manager : UBS AG Fiscal Agent and Paying Agent : DBS Bank Ltd. Description : (i) (ii) S$325,000, Per Cent. Guaranteed Notes Due 2010 S$375,000, Per Cent. Guaranteed Notes Due 2015 Rating of the Notes : A2 (negative) by Moody s and BBB+ (stable) by S&P Issue Price : 100 per cent. Mandatory Redemption : Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on their respective maturity dates Maturity Dates : (i) For the 2010 Notes: 4 October 2010 (ii) For the 2015 Notes: 5 October 2015 Interest Coupon : (i) (ii) For the 2010 Notes: Fixed rate of 3.01 per cent. per annum payable semi-annually in arrear on 3 April and 3 October (each a 2010 Notes Interest Payment Date ) in each year (provided that the final 2010 Notes Interest Payment Date shall fall on 4 October 2010) For the 2015 Notes: Fixed rate of 3.65 per cent. per annum payable semi-annually in arrear on 3 April and 3 October (each a 2015 Notes Interest Payment Date ) in each year (provided that the final 2015 Notes Interest Payment Date shall fall on 5 October 2015) Form and Denomination of the Notes : The Notes will be in bearer form in denominations of S$250,000 each and will initially be represented by the relevant Temporary Global Note without interest coupons. Interests in the relevant Temporary Global Note will be exchangeable for interests in the relevant Permanent Global Note. Interests in the relevant Permanent Global Note will be exchangeable for definitive Notes in limited circumstances. Notes in definitive form will have Coupons attached 4

10 Status of the Notes and Coupons : The Notes and Coupons will constitute direct, general, unsubordinated, unconditional and (subject to Condition 2 of the respective Notes) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference amongst themselves. The payment obligations of the Issuer under the Notes and the Coupons shall, subject as aforesaid and save for such exceptions as may be provided by mandatory provisions of applicable law, rank pari passu with all its other present and future unsecured and unsubordinated obligations Status of the Guarantees : The due payment of all amounts payable from time to time in respect of the Notes and the Coupons (together with any Additional Amounts payable under Condition 6 of the respective Notes) have the benefit of the unconditional and irrevocable guarantees of the Guarantor. Each of the Guarantees shall constitute the direct, general, unsubordinated, unconditional and, subject to Condition 2 of the respective Notes, unsecured obligations of the Guarantor and shall at all times rank pari passu with all other present and future unsecured and unsubordinated obligations from time to time outstanding, including any guarantee by it, save for such obligations as may be preferred by mandatory provisions of applicable law Custody of the Notes : The Notes will be cleared through CDP and are kept with CDP as authorised depository Listing : To be admitted and listed on the Official List of the Singapore Exchange Redemption for Taxation Reasons : If payments become subject to withholding tax as a result of certain changes in law, and such tax cannot be avoided by the use of reasonable measures available to the Issuer, the Issuer may redeem the Notes as a whole at any time (having given not more than 60 and not less than 30 days notice) at par plus accrued interest 5

11 Negative Pledge : So long as any Note or Coupon remains outstanding (as defined in the Fiscal Agency Agreement), the Issuer and the Guarantor will not, and the Guarantor will procure that no Material Subsidiary (as defined in Condition 7 of the Notes) will create or permit to subsist any mortgage, charge, pledge, lien or other form of encumbrance or security interest ( Security ) other than Permitted Security upon the whole or any part of its undertaking, assets or revenues present or future to secure the repayment or payment of principal, premium or interest of or on any Relevant Debt, or any guarantee of or indemnity given in respect of the repayment or payment of principal, premium or interest of or on any Relevant Debt unless, at the same time or prior thereto, the Issuer s obligations under the Notes and the Coupons or, as the case may be, the Guarantor s obligations under the Guarantees, (a) are secured equally and rateably therewith or benefit from a guarantee or indemnity in substantially identical terms thereto, as the case may be, or (b) have the benefit of such other security, guarantee, indemnity or other arrangement as shall be approved by an Extraordinary Resolution (as defined in the Fiscal Agency Agreement) of the Noteholders. For the purposes of this negative pledge provision: Relevant Debt means any present or future indebtedness in the form of, or represented by, bonds, notes, debentures, loan stock, certificates or other securities which are, or are issued with the intention on the part of the issuer thereof that they should be, quoted, listed or ordinarily dealt in or traded on any stock exchange, over-the-counter or other securities market, having an original maturity of more than one year from its date of issue; and Permitted Security means (i) any Security over any assets (or related documents of title) purchased by the Issuer, the Guarantor or any Material Subsidiary as security for all or part of the purchase price of such assets and any substitute security created on those assets in connection with the refinancing (together with interest, fees and other charges attributable to such refinancing) of the indebtedness secured on those assets (provided that the principal amount secured by any such security may not be increased without the approval by an Extraordinary Resolution of the Noteholders); and (ii) any Security over any assets (or related documents of title) purchased by the Issuer, the Guarantor or any Material Subsidiary subject to such Security and any substitute security created on those assets in connection with the refinancing (together with interest, fees and other charges attributable to such refinancing) of the indebtedness secured on those assets 6

12 Taxation : All payments of principal and interest in respect of the Notes and all payments under the Guarantees shall be made free and clear of any deductions or withholdings for or on account of any present or future taxes or duties imposed by or on behalf of the authorities in Singapore or Hong Kong unless such withholding or deduction is required by law. If such taxes or duties are imposed by law, the Issuer, or as the case may be, the Guarantor, shall pay, or cause to be paid, such additional amounts ( Additional Amounts ) as may be necessary in order that the net amounts received by the Noteholders and the Couponholders after such withholding or deduction shall equal the amounts which would have been receivable by them had no such withholding or deduction been required except that no Additional Amounts shall be payable in respect of any Note or Coupon presented for payment: (i) (ii) (iii) by a holder (or by a third party on behalf of a holder) where such holder is liable for such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of such holder having some connection with Singapore or Hong Kong otherwise than merely by the holding of the Note or Coupon (including, without limitation, such holder who is resident of, or a permanent resident in Singapore); or more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such Additional Amounts on duly presenting such Note or Coupon for payment on the last day of such period of 30 days; or for or on behalf of a Noteholder or Couponholder who would be able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption and does not make such declaration or claim. The Relevant Date in respect of any such payment means the date on which payment first becomes due but, if the full amount of the monies payable has not been received in Singapore by the Fiscal Agent on or prior to such due date, it means the date on which the full amount of such monies has been so received and notice to that effect shall have been given to the Noteholders. If the Issuer or the Guarantor becomes subject at any time to any taxing jurisdiction other than Singapore or Hong Kong respectively, references in the Conditions to Singapore or Hong Kong shall be construed as references to Singapore or (as the case may be) Hong Kong and/or such other jurisdiction Selling Restrictions : For a description of certain restrictions on offers, sales and deliveries of Notes and the distribution of offering material relating to the Notes, see the section Subscription and Sale 7

13 Events of Default : Some of the events of default include the following: (i) the Issuer fails to pay the principal of or any interest on any of the Notes when due and such failure continues for a period of five days in the case of principal and 30 days in the case of interest; (ii) the Issuer or the Guarantor does not perform or comply with any one or more of its other obligations under the Notes, the Guarantees and the Fiscal Agency Agreement which default is incapable of remedy or, if capable of remedy, is not remedied within 60 days after notice of such default shall have been given to the Issuer or the Guarantor or the Fiscal Agent at its specified office by any Noteholder; (iii) any of the Guarantees is not (or is claimed by the Guarantor not to be) in full force and effect; or (iv) it is or will become unlawful for the Issuer or the Guarantor to perform or comply with any one or more of its obligations under or in respect of the Notes or, in the case of the Guarantor, any of the Guarantees. Please see Condition 7 of the respective Notes for the full description of Events of Default Governing Law : The Notes will be governed by, and construed in accordance with, the laws of Singapore 8

14 TERMS AND CONDITIONS OF THE NOTES 2010 Notes The following are the terms and conditions substantially in the form in which they will be endorsed on the 2010 Notes: The issue of the S$325,000,000 principal amount of 3.01 Per Cent. Guaranteed Notes Due 2010 (the Notes ) was authorised by a resolution of the Board of Directors of the Issuer passed on 23 September The giving of the Guarantees (as defined below) was authorised by a resolution of the Board of Directors of the Guarantor passed on 23 September A fiscal agency agreement dated on or about 3 October 2005 (the Fiscal Agency Agreement ) will be made between the Issuer, the Guarantor and DBS Bank Ltd. as fiscal agent and paying agent. The fiscal agent and the paying agent appointed in connection with the Notes for the time being are referred to herein respectively as the Fiscal Agent and the Paying Agent (which expression shall, unless the context otherwise requires, include the Fiscal Agent). The Notes are issued with the benefit of a deed of covenant (the Deed of Covenant ) dated on or about 3 October 2005 to be executed by the Issuer by way of a deed poll in relation to the Notes. The Fiscal Agency Agreement includes the form of the Notes (with the guarantee of the Guarantor) and the coupons relating to them (the Coupons ). Copies of the Fiscal Agency Agreement and the Deed of Covenant are available for inspection during normal business hours at the specified offices of the Paying Agents. The holders of the Notes (the Noteholders ) and the holders of the Coupons (whether or not attached to the relevant Notes) (the Couponholders ) are deemed to have notice of those provisions of the Fiscal Agency Agreement applicable to them. 1 Status, Guarantee, Form, Denomination and Title (a) Status The Notes and Coupons constitute direct, general, unsubordinated, unconditional and, subject to Condition 2, unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference amongst themselves. The payment obligations of the Issuer under the Notes and the Coupons shall, subject as aforesaid and save for such exceptions as may be provided by mandatory provisions of applicable law, rank pari passu with all its other present and future unsecured and unsubordinated obligations. (b) Guarantee The due payment of all amounts payable from time to time in respect of the Notes and the Coupons (together with any Additional Amounts payable under Condition 6) have the benefit of the unconditional and irrevocable guarantee of the Guarantor. Its obligations in that respect (the Guarantees ) are set out on each of the Notes. The Guarantees constitute the direct, general, unsubordinated, unconditional and, subject to Condition 2, unsecured obligations of the Guarantor and shall at all times rank pari passu with all its other present and future unsecured and unsubordinated obligations from time to time outstanding, including any guarantee by it, save for such obligations as may be preferred by mandatory provisions of applicable law. (c) Form and Denomination Definitive Notes will be serially numbered and in bearer form in the denomination of S$250,000 each with Coupons attached on issue. (d) Title Title to the Notes and Coupons passes by delivery. The holder of any Note or Coupon will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and no person will be liable for so treating the holder. 9

15 For so long as any of the Notes is represented by the relevant 2010 Global Note (as defined in the Fiscal Agency Agreement) and such 2010 Global Note is held by The Central Depository (Pte) Limited (the Depository ), each person who is for the time being shown in the records of the Depository as the holder of a particular principal amount of such Notes (in which regard any certificate or other document issued by the Depository as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantor, the Fiscal Agent, the Paying Agent and all other agents of the Issuer as the holder of such principal amount of Notes for all purposes other than with respect to the payment of principal, interest and any other amounts in respect of the Notes, for which purpose the bearer of such 2010 Global Note shall be treated by the Issuer, the Guarantor, the Fiscal Agent, the Paying Agent and all other agents of the Issuer as the holder of such Notes in accordance with and subject to the terms of such 2010 Global Note (and the expressions Noteholder and holder of Notes and related expressions shall be construed accordingly). Notes which are represented by the relevant 2010 Global Note will be transferable only in accordance with the rules and procedures for the time being of the Depository. 2 Negative Pledge So long as any Note or Coupon remains outstanding (as defined in the Fiscal Agency Agreement), the Issuer and the Guarantor will not, and the Guarantor will procure that no Material Subsidiary (as defined in Condition 7) will, create or permit to subsist any mortgage, charge, pledge, lien or other form of encumbrance or security interest ( Security ) other than Permitted Security upon the whole or any part of its undertaking, assets or revenues present or future to secure the repayment or payment of principal, premium or interest of or on any Relevant Debt, or any guarantee of or indemnity given in respect of the repayment or payment of principal, premium or interest of or on any Relevant Debt unless, at the same time or prior thereto, the Issuer s obligations under the Notes and the Coupons or, as the case may be, the Guarantor s obligations under the Guarantees (aa) are secured equally and rateably therewith or benefit from a guarantee or indemnity in substantially identical terms thereto, as the case may be, or (bb) have the benefit of such other security, guarantee, indemnity or other arrangement as shall be approved by an Extraordinary Resolution (as defined in the Fiscal Agency Agreement) of the Noteholders. For the purposes of this Condition 2: Relevant Debt means any present or future indebtedness in the form of, or represented by, bonds, notes, debentures, loan stock, certificates or other securities which are, or are issued with the intention on the part of the issuer thereof that they should be, quoted, listed or ordinarily dealt in or traded on any stock exchange, over-the-counter or other securities market, having an original maturity of more than one year from its date of issue; and Permitted Security means (i) any Security over any assets (or related documents of title) purchased by the Issuer, the Guarantor or any Material Subsidiary as security for all or part of the purchase price of such assets and any substitute security created on those assets in connection with the refinancing (together with interest, fees and other charges attributable to such refinancing) of the indebtedness secured on those assets (provided that the principal amount secured by any such security may not be increased without the approval by an Extraordinary Resolution of the Noteholders); and (ii) any Security over any assets (or related documents of title) purchased by the Issuer, the Guarantor or any Material Subsidiary subject to such Security and any substitute security created on those assets in connection with the refinancing (together with interest, fees and other charges attributable to such refinancing) of the indebtedness secured on those assets. 10

16 3 Interest (a) Accrual of Interest and Payments Each Note bears interest on its principal amount from and including 3 October 2005 (the Issue Date ) at the rate of 3.01 per cent. per annum (the Rate of Interest ), payable semi-annually in arrear on 3 April and 3 October (each an Interest Payment Date ) in each year commencing on 3 April 2006 (provided that the final Interest Payment Date shall fall on 4 October 2010), subject as provided in Condition 5. (b) Cessation of Interest Subject as provided herein, each Note will cease to bear interest from the due date for redemption thereof unless, upon due presentation, payment of the full amount due is improperly withheld or refused or unless default is otherwise made in respect of any such payment. In such event such Note shall continue to bear interest at the aforesaid rate (both before and after judgment) until (a) the day on which all sums due in respect of such Note up to that date are received by or on behalf of the relevant holder or, if earlier, (b) the day seven days after the Fiscal Agent, having received the funds required to make such payment, has notified Noteholders of receipt of all sums due in respect of all the Notes up to that seventh day (except to the extent that there is failure in the subsequent payment to the relevant holders under these Conditions). If interest is required to be calculated for a period of less than one year, it will be calculated on the basis of a 365-day year and the actual number of days elapsed. 4 Redemption and Purchase (a) Final Maturity Unless previously purchased and cancelled, the Notes will be redeemed at their principal amount on 4 October The Notes may not be redeemed at the option of the Issuer other than in accordance with this Condition. (b) Redemption for Taxation Reasons The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on the Issuer giving not less than 30 nor more than 60 days notice to the Noteholders in accordance with Condition 10 (which notice shall be irrevocable), at their principal amount (together with interest accrued to the date fixed for redemption), if (i) either (aa) the Issuer has or will become obliged to pay, or cause to be paid, any Additional Amounts in accordance with Condition 6 or (bb) the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be obliged to pay such Additional Amounts in either case as a result of any change in, or amendment to, the laws or regulations of Singapore or the Hong Kong Special Administrative Region of the People s Republic of China ( Hong Kong ), as the case may be, or any other taxing jurisdiction to which the Issuer or the Guarantor may become subject or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after 23 September 2005 and (ii) such obligation cannot be avoided by the Issuer (or the Guarantor, as the case may be) taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer (or the Guarantor, as the case may be) would be obliged to pay such Additional Amounts were a payment in respect of the Notes (or the Guarantees, as the case may be) then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Fiscal Agent (a) a certificate signed by two Directors of the Issuer (or the Guarantor, as the case may be) stating that the circumstances referred to in (i) and (ii) above prevail and setting out details of such circumstances and (b) an opinion of independent legal or tax advisers of recognised 11

17 standing to the effect that the Issuer (or the Guarantor, as the case may be) has or will become obliged to pay such Additional Amounts as a result of such change or amendment. (c) Notice of Redemption All Notes in respect of which any notice of redemption is given under this Condition 4 shall be redeemed on the date specified in such notice. (d) Purchase The Issuer, the Guarantor and any of the Guarantor s Subsidiaries (as defined in Condition 7) may, in accordance with all applicable laws and regulations, at any time purchase Notes in the open market or otherwise at any price (provided that, if they should be cancelled under Condition 4(e) below, they are purchased together with all unmatured Coupons relating to them). The Notes so purchased, while held by or on behalf of the Issuer, the Guarantor or any of the Guarantor s Subsidiaries, shall not entitle the holder to vote at any meetings of the Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Noteholders or for the purposes of Condition 11(a). (e) Cancellation All Notes which are redeemed will, and any Notes purchased pursuant to this Condition shall be cancelled forthwith, together with all relative unmatured Coupons attached to Notes or surrendered with the Notes and may accordingly not be reissued or sold. 5 Payments (a) Method of Payment Payments of principal and interest will be made against presentation and surrender (or, in the case of a partial payment, endorsement) of Notes or the appropriate Coupons (as the case may be) at the specified office of any Paying Agent by Singapore dollar cheque drawn on, or by transfer to a Singapore dollar account maintained by the payee with, a bank in Singapore. Payments of interest due in respect of any Note other than on presentation and surrender of matured Coupons shall be made only against presentation and either surrender or endorsement (as appropriate) of the relevant Note. (b) Payment Subject to Laws All payments are subject in all cases to any applicable fiscal or other laws and regulations, but without prejudice to Condition 6. No commissions or expenses shall be charged by the Agents (as defined in the Fiscal Agency Agreement) to the Noteholders or Couponholders in respect of such payments. (c) Surrender of Unmatured Coupons Each Note should be presented for redemption together with all unmatured Coupons relating to it, failing which the amount of any such missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon which the sum of principal so paid bears to the total principal amount due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender (or, in the case of part payment only, endorsement) of the relevant missing Coupon not later than ten years after the Relevant Date (as defined in Condition 6) for the relevant payment of principal. (d) Payments on Business Days A Note or Coupon may only be presented for payment and payment will only be made on a day which is a business day in the place of presentation (and, in the case of payment by 12

18 transfer to a Singapore dollar account, in Singapore). No further interest or other payment will be made as a consequence of the day on which the relevant Note or Coupon may be presented for payment under this paragraph falling after the due date. In this Condition, business day means any day on which commercial banks are open for business in Singapore. (e) Paying Agents The initial Paying Agents and their initial specified offices are listed below. Each of the Issuer and the Guarantor reserves the right at any time to vary or terminate the appointment of any Paying Agent and appoint additional or other Paying Agents, provided that it will maintain (i) a Fiscal Agent and (ii) a Paying Agent having a specified office in Singapore. Notice of any change in the Paying Agents or their specified offices will promptly be given to the Noteholders. 6 Taxation All payments of principal, interest or any other amount payable by or on behalf of the Issuer or the Guarantor in respect of the Notes and the Coupons (including payments by the Guarantor under the Guarantees) shall be made free and clear of, and without withholding for or deduction of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or in Singapore or Hong Kong or any political subdivision thereof or by an authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In the event that any such withholding or deduction in respect of any such payment is required by law, the Issuer or, as the case may be, the Guarantor shall pay, or cause to be paid, such additional amounts ( Additional Amounts ) as may be necessary in order that the net amounts received by the Noteholders and the Couponholders after such withholding or deduction shall equal the amounts which would have been receivable by them had no such withholding or deduction been required except that no Additional Amounts shall be payable in respect of any Note or Coupon presented for payment: (a) by a holder (or by a third party on behalf of a holder) where such holder is liable for such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of such holder having some connection with Singapore or Hong Kong otherwise than merely by the holding of the Note or Coupon (including, without limitation, such holder who is a resident of, or a permanent resident in, Singapore); or (b) more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such Additional Amounts on duly presenting such Note or Coupon for payment on the last day of such period of 30 days; or (c) for or on behalf of a Noteholder or Couponholder who would be able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption and does not make such declaration or claim. For the purposes of these Conditions, the Relevant Date in respect of any such payment means the date on which payment first becomes due but, if the full amount of the monies payable has not been received in Singapore by the Fiscal Agent on or prior to such due date, it means the date on which the full amount of such monies has been so received and notice to that effect shall have been given to the Noteholders in accordance with Condition 10. Any reference in these Conditions to principal, interest or any other amount payable in respect of the Notes shall be deemed to include any Additional Amounts which may be payable under this Condition 6. If the Issuer or the Guarantor becomes subject at any time to any taxing jurisdiction other than Singapore or Hong Kong respectively, references in these Conditions to Singapore or Hong Kong shall be construed as references to Singapore or (as the case may be) Hong Kong and/or such other jurisdiction. 13