Sime Darby Berhad Sukuk Announcement

Kuala Lumpur, 18 April 2017 – Sime Darby Berhad (the “Company”), a public limited liability company incorporated under the laws of Malaysia, with registered office at 19th Floor, Wisma Sime Darby, Jalan Raja Laut, 50350 Kuala Lumpur, Malaysia, today announced that it has commenced an offer to purchase for cash (the “Tender Offers”) any and all of the Issuer’s outstanding 2018 Sukuk and 2023 Sukuk. 

In connection with the Tender Offers, the Company is also soliciting consents (the “Consent Solicitation”) from the respective holders of the 2018 Sukuk (the “2018 Sukukholders”) and the holders of the 2023 Sukuk (the “2023 Sukukholders”) to, inter alia:

(i) (1) the substitution of Sime Darby Plantation Sdn Bhd (the “New Obligor”) in place of the Company in its capacities as Obligor, Seller and Lessee in respect of the relevant Series, and (2) to certain consequential changes to the terms and conditions (the “Conditions”) of, and other documents relating to, the relevant Series including the amendment to the definition of “Principal Subsidiary” such that it now generally relates to any subsidiary of the New Obligor whose profit after tax and minority interest represent not less than 5 per cent. of the consolidated profit after tax and minority interest of the New Obligor and its subsidiaries based on the audited consolidated financial statements of the New Obligor and the cancellation of any Sukuk purchased and held by the Company immediately prior to and effective as of the proposed date of implementation of the Extraordinary Resolution; and

(ii) waive the occurrence of any Dissolution Event as a result of any Sime Darby Event as specified in sub-paragraphs (d) or (e) of such defined term in the Conditions which has occurred and/or is continuing and/or will occur as a result of the proposed reorganisation of the businesses of the Company as disclosed by the Company in its announcements dated 26 January 2017 and 27 February 2017 or discussing or taking any other step with a view to the implementation by the Company thereof, and accordingly, determine that any Dissolution Event as aforesaid shall not be treated as such for the purposes of the Conditions and the Declaration of Trust (as defined in the Tender Offer Memorandum dated 18 April 2017 (as it may be amended or supplemented, the “Tender Offer Memorandum”) relating to the Tender Offers and Consent Solicitation), as proposed by the Company,

(each a “Proposal” and together the “Proposals”)

for approval by an Extraordinary Resolution at a meeting (including any adjourned such meeting) of the holders of such Series (each a “Meeting” and together the “Meetings”), all as further described and subject to the terms set out in the Tender Offer Memorandum. 

The quorum required for each Meeting to consider the relevant Extraordinary Resolution is two or more Sukukholders or agents present and holding or representing in the aggregate not less than 75 per cent. of the face amount of the Sukuk outstanding.  In the event such quorum is not present within 15 minutes (or such longer period not exceeding 30 minutes as the chairman of the meeting may decide) from the time initially fixed for the relevant Meeting, the relevant Meeting shall be adjourned until such date, not less than 14 nor more than 42 clear days later, and such time and place as may be appointed by the chairman of the relevant Meeting and approved by Citicorp International Limited, as delegate in respect of the Sukuk. At any such relevant adjourned Meeting one or more persons present and holding or representing in the aggregate not less than 25 per cent. of the face amount of the Sukuk for the time being outstanding will form a quorum. To be passed at the relevant Meeting or any relevant adjourned Meeting, the relevant Extraordinary Resolution requires a majority consisting of not less than three-quarters of the votes cast at the relevant Meeting. If passed, the relevant Extraordinary Resolution shall be binding on all Sukukholders of such series, whether present or not at the relevant Meeting and whether or not voting.  

The terms and conditions of the Tender Offers and Consent Solicitation, the offer and distribution restrictions, as well as the Proposals, are described in the Tender Offer Memorandum.

Subject to the terms and conditions described in the Tender Offer Memorandum, the Tender Offers and Consent Solicitation will expire at 5.00 p.m., Hong Kong time, on 11 May 2017, unless extended by the Company (such time and date, as the same may be extended, the “Expiration and Final Voting Instruction Deadline”). 

Sukukholders who submit valid tender instructions at or prior to 5.00 p.m., Hong Kong time, on 2 May 2017, unless extended by the Company (such time and date, as the same may be extended, the “Early Tender and Early Voting Instruction Deadline”), will be eligible to receive the Purchase Price (as defined below) plus Accrued Periodic Distribution Amounts (as defined in the Tender Offer Memorandum) and the Early Tender Payment (as defined below). Sukuk that have been validly tendered cannot be withdrawn and consents delivered pursuant to the Consent Solicitation may not be revoked, except in each case, as may be required by applicable law.

The “Purchase Price” is:
(1) in relation to the 2018 Sukuk, a cash purchase price equal to 98.00 per cent. of the face amount of the 2018 Sukuk validly tendered at or prior to the Expiration and Final Voting Instruction Deadline and accepted by the Company for purchase pursuant to the Tender Offers; and

(2) in relation to the 2023 Sukuk, a cash purchase price equal to 97.00 per cent. of the face amount of the 2023 Sukuk validly tendered at or prior to the Expiration and Final Voting Instruction Deadline and accepted by the Company for purchase pursuant to the Tender Offers. 

The “Early Tender Payment” consists of:

(1) in relation to the 2018 Sukuk, an additional cash payment equal to 3.00 per cent. of the face amount of the 2018 Sukuk validly tendered at or prior to the Early Tender and Early Voting Instruction Deadline and accepted for purchase pursuant to the Tender Offers; and

(2) in relation to the 2023 Sukuk, an additional cash payment equal to 3.00 per cent. of the face amount of the 2023 Sukuk validly tendered at or prior to the Early Tender and Early Voting Instruction Deadline and accepted for purchase pursuant to the Tender Offers.

Sukukholders who tender their respective Sukuk after the Early Tender and Early Voting Deadline but at or prior to the Expiration and Final Voting Instruction Deadline and whose Sukuk are accepted for purchase will not be entitled to receive the Early Tender Payment and will therefore be entitled to receive only the relevant Purchase Price.

Sukukholders who tender their Sukuk pursuant to the Tender Offers will automatically instruct Citigroup Global Markets Deutschland AG as registrar (the “Registrar”) to appoint one or more representatives of the Information and Tender Agent (as defined below) as their proxy to vote in favour of the relevant Proposal at the relevant Meeting. It will not be possible to validly tender Sukuk in the Offers without at the same time giving such instructions to the Registrar.

The following table sets forth the consideration for the Sukuk in relation to the Tender Offers:

The obligation of the Company to purchase Sukuk in the Tender Offers is conditioned on the satisfaction or waiver of certain conditions described in the Tender Offer Memorandum. The Tender Offers are not conditioned upon the tender of any minimum principal amount of Sukuk in each Series.

Any Eligible Sukukholder (as defined below) who does not wish, or who is not able, to tender its Sukuk for purchase pursuant to each Tender Offer may be eligible, to the extent permitted by applicable laws and regulations, to receive an amount of 0.40 per cent. of the face amount of such Sukuk (the “Early Consent Amount”) or an amount of 0.20 per cent. of the face amount of such Sukuk (the “Final Consent Amount”), in each case, that are the subject of a valid Voting Only Instruction in favour of the relevant Proposal. Only Eligible Sukukholders will, subject to the conditions described in the Tender Offer Memorandum, be entitled to receive either the Early Consent Amount or the Final Consent Amount.

“Eligible Sukukholder” means each Sukukholder who is (a) located and resident outside the United States and not a U.S. person (as defined in Regulation S under the Securities Act) and (b) otherwise a person to whom the Tender Offers or the Consent Solicitation can be lawfully made and that may lawfully participate in the Tender Offers and the Consent Solicitation.

In order to be eligible for the Early Consent Amount, Eligible Sukukholders must deliver, or arrange to have delivered on their behalf, a valid Voting Only Instruction (as defined in the Tender Offer Memorandum) in favour of the relevant Proposals that is received by the Information and Tender Agent by the Early Tender and Early Voting Instruction Deadline.  Eligibility for the Early Consent Amount is subject in each case to the relevant Voting Only Instruction not being subsequently revoked (in the limited circumstances in which such revocation is permitted). Eligible Sukukholders that submit a Voting Only Instruction in favour of the relevant Proposal that is received by the Information and Tender Agent after the Early Tender and Early Voting Instruction Deadline but before the Expiration and Final Voting Instruction Deadline (and is not revoked, in the limited circumstances in which revocation is permitted) will be eligible to receive the Final Consent Amount. Payment of any Early Consent Amount or any Final Consent Amount is further conditional on, in respect of the relevant Series, the satisfaction of the Consent Conditions (as defined below).

Eligible Sukukholders that deliver, or arrange to have delivered on their behalf, a Valid Voting Only Instruction in favour of the relevant Proposal that is received by the Information and Tender Agent after the Early Tender and Early Voting Instruction Deadline but before the Expiration and Final Voting Instruction Deadline will be eligible to receive the Final Consent Amount.

The following table sets forth the consideration for the Sukuk in relation to the Consent Solicitation:
 

For the avoidance of doubt, any such Eligible Sukukholder who tenders its Sukuk pursuant to the Offer and receives the Purchase Price or the Early Tender Payment will not additionally receive any Early Consent Amount or Final Consent Amount in respect of such Sukuk.

The implementation of the relevant Proposal in respect of each Series is conditional on:

(a)  the passing of the relevant Extraordinary Resolutions; 

(b)  the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied by Eligible Sukukholders, irrespective of any participation at the relevant Meeting by Ineligible Sukukholders (and would also have been so satisfied in the event of any such participation by Ineligible Sukukholders providing confirmation only of their status as Ineligible Sukukholders), including the satisfaction of such condition at an adjourned Meeting (the “Eligibility Condition”); and

(c) the acceptance for purchase by the Company of the Sukuk of such Series that have been validly tendered in the Tender Offers and the execution of the Novation Documents (as defined in the Tender Offer Memorandum) in relation to such Series,

(together, the “Consent Conditions”).

Any Sukukholder who is not an Eligible Sukukholder, on the basis that such Sukukholder is either (i) a U.S. person and/or located or resident in the United States and/or (ii) a person to whom the Proposals cannot otherwise be lawfully made (each an “Ineligible Sukukholder”) may be eligible, to the extent permitted by applicable laws and regulations, to receive an amount of 0.40 per cent. of the face amount of such Sukuk (the “Ineligible Sukukholder Early Payment”) or an amount equal to 0.20 per cent. of the face amount of the Sukuk (the “Ineligible Sukukholder Final Payment” and, together with the Ineligible Sukukholder Early Payment, the “Ineligible Sukukholder Payment”), in each case, that are the subject of an Ineligible Sukukholder Confirmation (as defined below).

In order to be eligible for the Ineligible Sukukholder Early Payment, an Ineligible Sukukholder must deliver, or arrange to have delivered on their behalf, a valid instruction via the relevant Clearing System (the “Ineligible Sukukholder Confirmation”) that is received by the Information and Tender Agent by 5.00 p.m. (Hong Kong time) on 2 May 2017 (the “Ineligible Early Instruction Deadline”) and is not subsequently revoked. Ineligible Sukukholders that deliver, or arrange to have delivered on their behalf, a valid Ineligible Sukukholder Confirmation that is received by the Information and Tender Agent after the Ineligible Early Instruction Deadline but before 5.00 p.m. (Hong Kong time) on 11 May 2017 (the “Ineligible Final Instruction Deadline”) and is not subsequently revoked will be eligible for the Ineligible Sukukholder Final Payment. 

Only an Ineligible Sukukholder may submit an Ineligible Sukukholder Confirmation and be eligible to receive the Ineligible Sukukholder Payment. By delivering, or arranging for the delivery on its behalf, of an Ineligible Sukukholder Confirmation in accordance with the procedures described below, an Ineligible Sukukholder shall be deemed to agree, acknowledge and represent to the Company, the Dealer Manager, the Information and Tender Agent, the Registrar and Citibank, N.A., London Branch as paying agent that it is an Ineligible Sukukholder. Eligibility for the Ineligible Sukukholder Payment is subject in each case to the relevant Extraordinary Resolution being passed at the relevant Meeting (or any adjourned such Meeting) and implemented by the Company. 

The Company may at any time, in its sole discretion, extend, shorten, re-open, amend, waive any condition of or terminate any of the Tender Offers and/or the Proposals (other than any amendment to the terms of the relevant Extraordinary Resolution), subject to applicable law and as provided in the Tender Offer Memorandum.  Details of any such extension, shortening, re-opening, amendment, waiver or termination will be announced as soon as reasonably practicable after the relevant decision is made.

D.F. King Limited, the agent for the Tender Offers and the Consent Solicitation (the “Information and Tender Agent”), can be contacted at +852 3953 7230 / +44 20 7920 9700 or simedarby@dfkingltd.com. The Hongkong and Shanghai Banking Corporation Limited (the “Dealer Manager”) has been engaged to act as Dealer Manager in connection with the Tender Offers and the Consent Solicitation and can be contacted at +852 2822 4100 / +44 20 7992 6237 or liability.management@hsbcib.com. The Tender Offer Memorandum, as well as other relevant notices and documents, will be available on the offer website https://sites.dfkingltd.com/simedarby, operated by the Information and Tender Agent for the purpose of the Tender Offers and the Proposals, subject to eligibility and upon registration. Questions regarding the Tender Offers and the Consent Solicitation may be directed to the Dealer Manager. 

The Company reserves the right, in its sole discretion, not to accept any tenders of Sukuk of either Series or deliveries of consents for any reason. The Company is making the Tender Offers and the Consent Solicitation only in those jurisdictions where it is legal to do so.

Neither the Tender Offer Memorandum nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Tender Offer Memorandum or any related documents, and it is unlawful and may be a criminal offence to make any representation to the contrary.

Nothing in this announcement constitutes an offer to buy or the solicitation of an offer to sell securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful. The Tender Offers and the Consent Solicitation are being made solely by the Company pursuant to the Tender Offer Memorandum. The Tender Offers and the Consent Solicitation are not being made to, nor will the Company accept tenders of Sukuk and deliveries of consents from, Sukukholders in any jurisdiction in which the Tender Offers and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. Further, this announcement does not constitute an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or exemption from registration. The Company does not intend to conduct any public offering of securities in the United States.

About Sime Darby 
Sime Darby is a Malaysia-based diversified multinational involved in key growth sectors, namely, plantation, industrial equipment, motors, property and logistics. Founded in 1910, its business divisions seek to create positive benefits in the economy, environment and society where it has a presence. 

With a workforce of over 120,000 employees in 25 countries and 4 territories, Sime Darby is committed to building a sustainable future for all its stakeholders. It is one of the largest companies on Bursa Malaysia with a market capitalisation of RM63.11 billion (USD 14.31 billion) as at 18 April 2017.

For further information, please contact:

Leela Barrock
Head, Group Communications
Sime Darby Berhad
Tel: +(603) 2711 1676 
Mobile: +(6019) 266 2003
Email: leela.barrock@simedarby.com