INFRASTRUCTURE DEBT SECURITIES The Case of Sukuk in Malaysia
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INFRASTRUCTURE DEBT SECURITIES The Case of Sukuk in Malaysia
Page 0 INFRASTRUCTURE DEBT SECURITIES The Case of Sukuk in Malaysia Zainul Hashim Head, Senior Vice President Debt Markets AmInvestment Bank Berhad 25 November 2015 November 25, 2015 Mohd Hedzir Hanafi Head, Senior Vice President Capital & Project Advisory AmInvestment Bank Berhad Infrastructure Debt Securities: The Case of Sukuk in Malaysia Presentation Outline ► PART I ► PART II Introduction Rating Considerations and Credit Enhancement Malaysia’s Experience in Infrastructure Financing Case Studies Typical Financing Plan and Strategy Why AmInvestment Bank? November 25, 2015 Page 1 Page 2 Introduction November 25, 2015 Evolution PPP in Malaysia Page 3 1983 Malaysia Incorporated Policy Privatisation Policy 1985 Privatisation Guidelines 1991 Privatisation Masterplan 2010 Facilitation Fund Introduced 2009 PPP Unit Formed PPP Guideline Introduced 2006 PPP Introduced Source: Asia Executive Programs workshop Various PPP Models adopted: Build-Operate-Transfer Build-Operate-Own Build-Lease-MaintainTransfer Build-Lease-MaintainOperate- Transfer Management / Operation outsourcing Leasing and land swap Sales of public asset / equity November 25, 2015 Current Emphasis: Highways Education Health Government administrative building RM20 billion Facilitation Fund established as tipping point to encourage private investment Private Funding Equity Bank borrowing / loans Private debt securities / Sukuk Typical debt-to-equity ratio of 80% - 90% to 10% 20% Public / Government Funding Government soft loan Government subsidy Government grants (for land acquisition) Evolution PPP in Malaysia (cont’d) Page 4 PFI - first mentioned in the Ninth Malaysia Plan in March 2006 as an alternative procurement method for the Government. Aim - to facilitate greater participation of the Private Sector to improve the delivery of infrastructure facilities and public services. 2009 - Privatisation and Private Finance Initiative (PFI) Unit was established under the Prime Minister's Department. Currently known as Unit Kerjasama Awam Swasta (“UKAS”). UKAS’ main responsibilities Legislate and strategize a PPP policy that is suitable to the country’s economic situation and time Study and endorse the PPP proposals for the approval of the Cabinet Plan, administer, control and evaluate the implementation of the National PPP programmes Manage the PPP’s Facilitation Fund Structure of PPP Project Typical PPP Business Models Structuring a PPP project involves bringing together relevant private sector parties with clearly defined tasks and risks of the project. The main parties would include: The typical PPP Business Models are as follows: Main parties in PPP Project PPP Business Models Special purpose vehicle created specifically for the project Build-Lease-Maintain-Transfer Financiers Build-Lease-Maintain-Operate-Transfer Construction contractor Build-Own-Transfer Facilities management operator Build-Operate-Own Public sector (procuring authority) Source: UKAS PPP Guidelines, Asia Executive Programs workshop November 25, 2015 Page 5 Malaysia’s Experience in Infrastructure Financing November 25, 2015 Malaysian Debt Capital Market Page 6 Private Debt Securities / Sukuk Issuance Amount Source: Bloomberg (13 Nov 2015) 117.8 79.2 67.0 68.6 49.5 44.6 AIBB’s Portion (%) 13.2 47.4 18.8 44.9 18.9 13.8 16.8 16.2 15.2 18.3 YTD issuance of PDS / Sukuk is 37.5% down from last year in the first few months of the year, with total PDS / Sukuk issuance being recorded at MYR45.9 billion (2014: MYR79.2 billion). However, the market is expected to close with MYR70 to 80 billion by the year end. New issues improved across these sectors: finance (MYR24 billion, 48.1%), real estate (MYR2 billion, 4.8%) and business services (MYR300 million, 0.6%) sector, which has remained the chief driver of PDS / Sukuk issuance. November 25, 2015 Malaysian Debt Capital Market (cont’d) Supply Profile of Government Bonds / Sukuk in 4Q15 Page 7 Source: Bloomberg / BNM Projected 2016 Projected 2016 – 2018 Issuance Redemption Net % of Total Issuance MGS 45.4 (26.7) 18.7 47 – 52% GII 44.4 (22.0) 22.4 49 – 52% Others 0.8 - 0.8 Total Issuance 90.6 (48.7) 41.9 Expect gross issuance of government debt to decline over the next 3 years, with importance of GII to gradually rise beyond an alternative to MGS. Total issuance of government debt is estimated at MYR93.6 billion in 2015, MYR90.6 billion in 2016, MYR90.5 billion in 2017 and MYR88.9 billion in 2018. Foreign holdings of MGS retraced 2.3% m-o-m to MYR153.8 billion, bringing down the proportion of foreign-held MGS over total outstanding MGS by 0.4% to 45.6% as at end-September 2016. November 25, 2015 Infrastructure Funding via Malaysia Bond Market Approximately 11% or RM5.5 billion (or USD1.3 billion equivalent*) of YTD issuance of PDS / Sukuk, and current outstanding corporate bonds in 2015 comprise infrastructure project bonds: Sector % Power/Electricity 3.0 Toll Roads 3.1 Water 4.4 Others 0.6 Source : Bloomberg, AmBank Research and internal sources, Nov 2015 Note: * Exchange rate 1USD = RM4.3160 as at 24 November 2015 (Source: Bank Negara Malaysia’s website) November 25, 2015 Page 8 Summary of Malaysian Budget 2016 Page 9 Balanced Agenda with Prudent Targets Source: AmResearch Key Themes of the Federal Government’s Budget 2016 ► Budget deficit cut to -3.1% of GDP in 2016 ► Real GDP growth for 2016 forecasted lower at 4.0% - Low growth in revenue (fall in crude oil price despite implementation of GST, increased higher personal income tax for higher income personnel) Oil-related revenue to fall further (drop in Petronas dividend to the Government, lower petroleum income tax/export duties) 5.0% Gov. Debt to GDP 60% 4.0 3.5 40% 3.0 Overnight Policy Rate 2.5 20% ► Major public infrastructure and investment projects to continue MRT1, MRT2, RAPID, Pan-Borneo Highway, DASH, SUKE & RAPID ► Allocations and incentives to spur activities and SMEs in targeted sectors investment Tax and funding incentives, Special Reinvestment Allowance, tax incentives November 25, 2015 As at 9 November 2015 Gov. Debt to GDP 54.2% Foreign Holdings of MGS 46.0% Overnight Policy Rate 3.25% Consumer Price Index 2.6% Real GDP (YoY) 4.9% Oct-15 Oct-14 Oct-13 Oct-12 1.5 Oct-11 0% Oct-10 Increased BR1M handouts, minimum wage hike, higher civil servant payments, expanded list of zerorated GST items, provision of affordable housing Oct-09 2.0 Foreign Holdings of MGS Oct-08 ► Measures for the Low and Middle income groups Summary of Malaysian Budget 2016 (cont’d) Balanced Agenda with Prudent Targets ► Development Expenditure Allocated MYR50b 5.4% higher than the MYR47.4b estimated for the year Non-financial public corporations to drive bigger public sector investment agenda, led by Khazanah with commitment of investments worth: MYR6.7b in 9 domestic projects in health, education, tourism, software and communication infrastructure MYR500m for venture capital and private equity funds that include a tourism capital venture fund amounting to MYR50m November 25, 2015 Page 10 Source: AmResearch Global Sukuk Outlook Page 11 ► Malaysia Continues Leading Global Sukuk Issuances and Outstanding As at YTD October 2015, the total global sukuk issuance is USD28.7 billion, lower by 24.5% from the same period last year of USD38.1 billion. Malaysia remains the largest sukuk issuer as at YTD Oct 2015, accounting for a sizeable USD12.0 billion or 41.8% of total global sukuk issuances. United Arab Emirates came in second, with a market share of 18.3% of global sukuk issuances. Other issuing nations include Saudi Arabia (16.0%) and Indonesia (9.0%). ► Beyond Sovereigns Non-traditional Muslim countries’ increasing traction in sukuk issuance is underpinned by debut issues from the United Kingdom, Hong Kong, Senegal and South Africa in 2014. Hong Kong’s second sukuk issue in May 2015 (following its first in September 2014) highlights the sukuk market’s attractiveness in offering an alternative funding platform to diversify its investor base as well as to seek competitive pricing. While there were more sovereign issuers in 2014, issuance by quasi sovereigns has been gradually increasing. The better diversity in issuers bodes well vis-à-vis confirming the acceptance of sukuk as a viable financing option by the larger community, instead of only as a liquidity tool for central banks. According to Standard & Poors, Islamic finance growth is expected to be between 10%-15% growth on average as low commodity prices shall have its effects on the economic growth for some of the core markets in Islamic finance. Market Share of Global Sukuk Issuances (2006 - Oct 2015) 2014 2013 2012 2011 2010 2009 2008 2007 67% Others 24% Market Share of Global Sukuk Issuance (Oct-15) 40% 51% 53% Saudi Arabia 16% 61% 56% 39% 43% November 25, 2015 Malaysia 42% UAE 18% Source: Bloomberg Types of projects funded by the bond markets Page 12 Typical Sectors suitable for Project Bonds Power Oil & Gas Waste Management Toll Roads / Bridges Sea Ports Water Government Buildings Telecommunications Infrastructure Public Private Partnership (“PPP”) Police Quarters Teachers Quarters Hospitals November 25, 2015 An Enabling Environment ► Track record not required to issue bonds No listing requirement SPV structure is therefore possible Cash flow can be ring-fenced effectively to service debt ► Ability to do bought deal Provides avenue to project sponsor to lock in funding cost without taking too much market risks ► Liquid benchmark bonds provided the anchor to Project sponsors are able to have access to financing with no/limited recourse price long dated project bonds MGS goes up to long tenors Highly leveraged financing is available Principal Dealership system create active trading in benchmark bonds ► Natural demand from a pool of long term investors Page 13 Compulsory contribution to the Employee Provident Funds created a need to invest in bonds that provide long term stable return Insurance companies are allowed to invest in corporate bonds to meet their return requirement November 25, 2015 ► Trustee system provided a platform to monitor security and financial covenants Bond trustees are charged with the duty to monitor the compliance of financial covenants from the periodical reports submitted by the issuers. Security trustees are appointed to ensure security covenants are complied with Page 14 Rating Considerations and Credit Enhancement November 25, 2015 Project Financing Rating Considerations Page 15 Completion Risk Performance Risk Relates to construction risks – complexity and construction schedule, contract type, contractor profile Encompasses demand risk, O&M risk, regulatory risk, offtaker credit strength, single project risk, financial risk. Construction Risk Demand Risk Contract Type Dependent on the terms of the off-take contract. Turnkey or unit price contract. Generally more favourable view on turnkey contract – most of the construction risk is borne by the EPC contractor. O&M Risk Complexity of Construction Dependent on design complexity specifications of the project. and technical Rating agencies have negative views on aggressive construction schedule. Contractor Profile Credit rating for the project would depend on track record of the contractor. November 25, 2015 Contracted operational and maintenance conditions. Regulatory Risk Changes to government policies. Single Project Risk Force majeure events or major operational failure. Off-taker Credit Strength Credit rating of off-taker acts as overall rating cap. Project Financing Rating Considerations (cont’d) Page 16 Credit rating agencies place great emphasis on debt/finance service coverage ratios (“FSCR”) particularly for project finance transactions. FSCR is calculated as the ratio of annual pre-financing cash flow to the sum of annual principal and interest payment obligations. The general FSCR benchmarks for relevant infrastructure projects are outlined below: Rating Category / Sectors DSCR / FSCR (with cash balances, post-distribution) Toll Road IPP PFI AAA 2.80 times 2.00 times 2.00 times – 2.15 times AA1 2.50 times 1.80 times 1.80 times – 1.95 times AA2 2.25 times 1.65 times 1.65 times – 1.80 times AA3 2.00 times 1.50 times 1.50 times – 1.65 times Other criteria that are considered include financing structure and covenants security coverage and liquidity features such as debt service or maintenance service accounts. November 25, 2015 Credit Enhancement Page 17 Performance Risk Completion Risk Completion Guarantee from Sponsors Cost overruns (up to a certain limit). ► ► Principal and interest payments under the financing pre-completion. CG on the principal and interest obligations for the entire tenor of the financing. ► Rating to mirror project sponsor’s corporate rating. Konsortium ProHAWK Sdn Bhd (AA2) ► Manjung Island Energy Berhad (Series 2 only) (AAA) Cost-Overrun Liquidity Facility (“COLF”) Rolling Guarantee from Sponsors ► Procured from highly rated banks. ► ► Buffer against any cost overruns and shortfalls in net operating cash flows. Rolling guarantee on the next principal and interest payment only. ► Valid for entire financing tenor. Jimah Energy Ventures Sdn Bhd (AA3) ► TNB Northern Energy Berhad (AAA) & TNB Western Energy Berhad (AAA) ► Corporate Guarantee from Sponsors ► ► External Guarantee ► Procured from external guarantors (for e.g. Danajamin & banks) on financing obligations. ► Guarantee valid for construction period only. ► Sasaran Etika Sdn Bhd (AA1) November 25, 2015 External Guarantee ► Procured from external guarantors (for Danajamin & banks) on financing obligations. ► Valid for entire financing tenor. ► Rating will mirror that of the guarantor. ► Incurs guarantee fee. ► West Coast Expressway (AAA) e.g. Page 18 Case Studies November 25, 2015 DANAINFRA NASIONAL BERHAD GG ICP/IMTN Programme of up to MYR21.0 Billion TRANSACTION DETAILS Facility Islamic Commercial Papers and Islamic Medium Term Notes Programme (“ICP/IMTN Programme”) and Syndicated Islamic Revolving Credit-i Facility (“RC Facility”) of up to MYR21.0 billion in aggregate nominal value 8 Feb 2013 Tenure TRANSACTION HIGHLIGHTS Size million From 7 years MYR300 to 30 years Tenor 10 years 28 Nov 2013 MYR100 million 15 years The MRT Project is one of the projects under Greater Kuala Lumpur - Klang Valley Public Transport Masterplan. First phase, Sungai Buloh – Kajang Line is a proposed passenger rail line running from Sungai Buloh to Kajang covering a distance of 51 kilometers. 8 Feb 2013 28 Nov 2013 DanaInfra Nasional Berhad (“DanaInfra”), wholly owned by Applications 1,424 603 Ministry of Finance, Incorporated, was established as a funding vehicle toValue the MRT Project. Total MYR484.31 mil MYR219.013 mil Oversubscription times 2.19 DanaInfra’s main objectives 1.61 are to ensure certainty of times funds and rate optimum financing cost through market driven pricing that is near sovereign rates. Guarantee Irrevocable and unconditional guarantee by the Profit 4.00% p.a. Government of Malaysia (“GOM”) 4.58% p.a. Rate Programme Tenure Up to 50 years from the date of first issuance Utilisation of Proceeds To fund the construction and development of the Mass Rapid Transit Project (“MRT Project”) The ICP/IMTN Programme together with the RC Facility, both credit enhanced through the GOM guarantee, provide a funding platform for DanaInfra to raise funding up to MYR8.0 billion. The RC Facility provided by the Joint Lead Arrangers serves as a back stop mechanism to ensure availability of funds to DanaInfra at all times. Shariah Principle Murabahah or other Shariah principles to be determined The outstanding nominal value of the Sukuk and the outstanding principal amount of the RC guaranteed by the GOM shall not exceed MYR8.0 billion at any one time. AmInvestment Bank’s roles Joint Lead Arranger / Joint Lead Manager / Joint Book Runner Repayment of the funds will be via GOM’s contributions on a deferred payment basis via the Operational Expenditure of the annual budget. November 25, 2015 Page 19 DANAINFRA NASIONAL BERHAD GG ICP/IMTN Programme of up to MYR21.0 Billion (cont’d) DISTRIBUTION ANALYSIS Financial Institutions 30% Development Financial Institution 8% Government Agency 13% PRICING ANALYSIS Asset Management 25% Size Issuance 8 Febof 2013 MYR2.4 MYR300 billion million Tenor 10 years Profit Rate 4.00% p.a. DanaInfra together with AmInvestment Bank and other Joint Lead Arrangers conducted an investor briefing which garnered strong support from the investors. The investor presentation was followed by a book building exercise for DanaInfra’s maiden During the two8 FebSukuk 2013 issuance.28 Nov 2013 day book building exercise, the Sukuk registered an Applications 1,424 603 overwhelming interest from investors with the final bid-to-cover ratioTotal of 4.8Value times over the MYR484.31 issuance size. mil MYR219.013 mil 28 Nov 2013 MYR100 million 15 years Insurance 24% 4.58% p.a. Insurance companies were given preference in the allocation of the longer tenures Sukuk (12- and 15-year) to match their portfolio liabilities. FLEXIBILITY OF THE ICP/IMTN PROGRAMME Islamic Principles Options to change Islamic principles from Murabahah to Wakalah, Musyarakah, Ijarah, Bai’ Inah or Bai’ Bithaman Ajil to be determined prior to each Sukuk issuance RELEVANCE TO MARKET The Sukuk was the first public funding exercise for the MRT Project via the Sukuk capital markets which commanded high demand from investors. Investors’ appetite for shorter term Sukuk has prompted DanaInfra to establish the 7-year Sukuk of MYR300.0 million to attract a wider investors base. Tax and stamp duty remission for the Sukuk enhanced the Sukuk attractiveness thereby achieving optimum pricing for DanaInfra. Upsizing of ICP/IMTN Programme Size Option to upsize the programme size to accommodate total project cost of MRT Project upon awards of all contracts November 25, 2015 Oversubscription 1.61 times 2.19 times Despite rate the price guidance of up to 33bps for the Sukuk, DanaInfra and the Joint Lead Managers managed to achieved a competitive pricing level at MGS + 26 bps for the 7- and 10-year Sukuk and MGS + 28 bps for the 12- and 15-year Sukuk, thereby tightening the price for DanaInfra’s inaugural Sukuk. Page 20 PROJEK LEBUHRAYA USAHASAMA BERHAD AAA-Rated & GG Islamic Medium Term Notes TRANSACTION DETAILS Facility i. Up to MYR23,350 million nominal value AAArated Islamic Medium Term Notes (“IMTNs”); and ii. Up to MYR11,000 million nominal value Government Guaranteed Islamic Medium Term Notes (“GG IMTNs”). Credit Rating i. IMTNs: AAA ii. GG IMTNs: Non-rated Utilisation of Proceeds Tenor Our Role To finance the purchase considerations for the proposed acquisition of all the assets, liabilities, business, undertakings and rights of highway concession companies and other Shariah compliant funding requirements. i. IMTNs: 5 – 25 years ii. GG IMTNs: 26 – 27 years PIONEER IN PRODUCT INNOVATION Credit Strengths The Issuer was incorporated to acquire key highway concessions; PLUS, ELITE, Konsortium Lebuhraya Butterworth-Kulim, LINKEDUA and Penang Bridge. AAA rating secured as Issuer viewed to be government related and has proven track record of strong performance of its tolled expressways. Innovative Transaction Volume Excess IMTNs which are not issued from the IMTN Programme serve as a standby line to cover cashflow shortfall in the initial years. Repayment profile of up to 27 years matches the Issuer’s projected income from the remaining life of the concessions. The GG IMTNs which shall be redeemed in the last 2 years of the concessions, act as the tail period to further improve the Issuer’s repayment capabilities. Joint Lead Manager Effective execution strategy to ensure successful issuance due to deal size. November 25, 2015 Page 21 PROJEK LEBUHRAYA USAHASAMA BERHAD AAA-Rated & GG Islamic Medium Term Notes (cont’d) RELEVANCE TO MARKET SUKUK MUSHARAKAH STRUCTURE Single largest MYR-denominated Sukuk issuance in the history of the global Islamic capital markets. Evidence of high liquidity in the market and demand for issuances by established companies for long-dated bonds. Joint Lead Managers for this deal offered certainty of funding to the Issuer via a bought deal arrangement and private placement was arranged to a strategic investor. Distribution strategies ensured successful placement of IMTNs and GG IMTNs which were oversubscribed by 4x during the subdued month of December. High credit papers commanded strong support from a wide investor base for secondary trading. GOM 5 4 Purchase Undertaking TRUSTEE (acting for Sukukholders) 3 Appoint as Manager ISSUER (Manager) 2 Sukuk Proceeds 1 Identif ies Government guarantee 2 Invest in business MUSHARAKAH VENTURE (Trust Assets) venture 2 Musharakah Capital / Proceeds 2 Issues Sukuk SUKUK HOLDERS 3 One-Of f Distribution / Periodic Distribution Tax exemption for the GG IMTNs enhanced their attractiveness thereby 1. The Issuer identifies its business (i.e. the highway concessions) as the achieving optimum pricing. underlying asset for the Musharakah transaction. 2. From time to time, investors form a Musharakah Venture amongst themselves, evidenced by subscription of the Sukuk Musharakah. The Issuer declares trust over the underlying assets for the benefit of Sukukholders. 1.DISTRIBUTION ANALYSIS Financial Institutions, 20% QuasiGovernment Co., 52% Aggregate Issuance of MYR30.6 billion Fund Management Co., 11% Insurance Co., 18% 3. The Trustee shall appoint the Issuer as the manager of the Musharakah Venture. Income from the Musharakah Venture shall be distributed periodically or on a one-off basis to the Sukukholders upon the maturity date of the Sukuk Musharakah or the Dissolution Date, whichever is the earlier. 4. The Issuer grants a purchase undertaking in favour of the Trustee (acting on behalf of the Sukukholders) to undertake to purchase the Sukukholders’ interest in the Musharakah Venture and pay the Exercise Price on either the maturity date of the Sukuk Musharakah or on the Dissolution Date, whichever is the earlier. 5. Government of Malaysia guarantees the GG IMTN. November 25, 2015 Page 22 Page 23 Why AmInvestment Bank? November 25, 2015 Why AmInvesment Bank? Page 24 AmInvestment Bank provides a wide range of innovative and integrated financing solutions via the Malaysian debt / Islamic capital markets, serving a clientele across a diverse range of industries. We have a long-standing track record in structuring award-winning and significant market transactions that contribute to the development of the Malaysian debt capital markets while offering tailored financing solutions to meet each client’s specific requirements. Our Competitive Edge Market Dominance Landmark Transactions Established Debt /Islamic Markets Team Widespread Distribution Network November 25, 2015 Top 3 positions on Bloomberg Underwriter Rankings for MYR-denominated PDS for 12 years consecutively and Top 3 for Malaysian Loan Syndication. Command 15-20% of Bloomberg Underwriter Rankings for Malaysian Bonds and MYR Islamic Bonds for the past 12 years. Our landmark transactions completed are: Financing for Penang’s Second Bridge Project – Jambatan Kedua Repeat Mandate by the Country’s Infrastructure Conduit – Prasarana Malaysia Sole Casino Operator in Malaysia – GENM Capital (Genting) Largest State Bond Issuance – Sabah State Government Largest Danajamin-Guaranteed Facility in 2014 – Berjaya Land Tan Chong Motor’s Debut MTN Issuance in Malaysia Strong Debt Markets team comprising professionals experienced in finance, accounting, tax, actuarial, legal, credit rating, risk management, engineering and regulatory. Experienced and dedicated Islamic Markets team backed by extensive record in Islamic finance. Specialised Syndicated Loan, Structured Finance, Capital & Project Advisory teams. Numerous on-the-ground sales and trading professionals in Malaysia, servicing clients across a range of Islamic capital market products. Ability to leverage on our major shareholder, Australia and New Zealand Banking Group (“ANZ”)’s international connectivity and strong distribution channels for regional market. Committed to deep, long standing relationship Market Leadership and Peer Comparison Page 25 Our structuring and syndication specialists are committed to delivering market-leading and customised Islamic financing solutions via the debt and equity markets to our full spectrum of clients, ranging from corporate and institutional through to government-linked entities. The team leverages on its debt origination and structuring expertise built from comprehensive market and product knowledge in providing clients with integrated financing solutions. Combined with our execution capabilities, Islamic product innovation and extensive distribution network, we are able to execute the most complex transactions under the most challenging circumstances. Our Breadth of Coverage – Across Industries #1 50% Gov-Linked Entities 35% Electric Ranking Amongst Peers – Across Product Type #2 25% Lodging 29% Div. Financial Services 29% Real Estate 21% Auto Manufacturers Notes: 1. Source: Bloomberg (15 November 2014 – 27 October 2015); 2. Total PDS Issuances for the period under review amounts to MYR59 billion with 382 issuances; Fin. Guarantee Issues (by Size) #1 (61%) Conventional Issues (by Count) #1 (14%) #2 (13%) #2 (13%) #3 (12%) Conventional Issues (by Size) #1 (30%) #2 (28%) #3 (12%) #4 (9%) Number of Sole Books (by Size) #1 (28%) #2 (26%) #3 (21%) #4 (9%) Quasi-Gov (by Size) #2 (24%) #1 (26%) #3 (19%) #4 (18%) AA Bonds/Sukuk (by Size) #2 (22%) #1 (26%) #3 (18%) #4 (14%) None #2 (3%) None Source: Bloomberg (15 November 2014 – 27 October 2015) November 25, 2015 Track Record With Government-Linked Entities Page 26 Government-Linked Entities JAMBATAN KEDUA SDN BHD KLCC REAL ESTATE INVESTMENT TRUST MYR4.6 Billion Government-Guaranteed Sukuk Murabahah Programme (2015) Our Role: Joint Lead Arranger/Joint Lead Manager/Joint Bookrunner AAA-Rated MYR3.0 Billion ICP/IMTN Programme (2015) Our Role: Joint Principal Adviser/Joint Lead Arranger/Joint Lead Manager Malaysia’s first AAA-rated REIT PROJEK LEBUHRAYA USAHASAMA BERHAD MYR23.35 Billion AAA-rated Sukuk Programme (2012) Our Role: Joint Lead Manager MYR11.0 Billion Government Guaranteed Sukuk Programme (2012) Our Role: Joint Lead Manager Our Role: Joint Lead Arranger/Joint Lead Manager/Joint Bookrunner First Exchange Traded Bonds and Sukuk in Malaysia November 25, 2015 AAA-Rated Bonds of up to MYR1.0 Billion in nominal value (2014) Our Role: Joint Lead Arranger/Joint Lead Manager SARAWAK ENERGY BERHAD DANAINFRA NASIONAL BERHAD MYR21.0 Billion GovernmentGuaranteed Sukuk Programme (2012) SABAH STATE GOVERNMENT MYR8.0 Billion Syndicated Islamic Term Financing Facility (2012) Our Role: Mandated Lead Arranger MYR1.5 Billion Sukuk Musharakah Programme (2013) Our Role: Joint Lead Arranger/Joint Lead Manager PUTRAJAYA HOLDINGS MYR3.0 Billion Sukuk Musharakah Programme (2012) Our Role: Joint Principal Arranger/Joint Lead Manager Adviser/Joint Lead Our Awards and Accolades 2015 2014 Islamic Finance News Awards 2014 Malaysia Deal of the Year 2014 Midciti Sukuk for KLCC REIT Islamic Finance News Awards 2014 Real Estate Deal of the Year 2014 Midciti Sukuk for KLCC REIT Islamic Finance News Awards 2014 Social Impact Deal of the Year 2014 (Honourable Mention) DanaInfra Nasional Berhad Islamic Finance News Awards 2014 Regulatory Capital Deal of the Year 2014 (Honourable Mention) AmBank Islamic Basel III Sukuk Alpha SEA Deal & Solution Awards 2014 Most Innovative Deal of the Year in SEA AmBank Islamic Basel III Sukuk Alpha SEA Deal & Solution Awards 2014 Best Islamic REIT Deal of the Year in SEA Midciti Sukuk for KLCC REIT MARC League Table 2014 Overall PDS – No. 2 by issue count Conventional – No. 1 by issue count November 25, 2015 Page 27 The Banker Deals of the Year 2014 Islamic Finance Deal of the Year in Asia Pacific Cagamas Berhad MYR3.8 Billion Issue The Asset Project Finance Awards 2015 Project Finance Bank of the Year Malaysia RAM Deals of the Year 2014 (BluePrint Award) Market Pioneer 2014 AmBank Islamic Basel III Sukuk The Asset Project Finance Awards 2015 Best Project Finance Deal of the Year & Best Oil & Gas Deal of the Year SapuraKencana TMC RAM Deals of the Year 2014 (BluePrint Award) New Real Estate Benchmark Deal Midciti Sukuk for KLCC REIT RAM Deals of the Year 2014 (BluePrint Award) Market Pioneer 2014 Cagamas RMB Bond RAM Deals of the Year 2014 (BluePrint Award) Market Maker of the Year ORIX Leasing Malaysia The Asset Project Finance Awards 2015 Best Transport Deal of the Year DanaInfra Nasional Berhad The Asset Triple A Islamic Finance Awards 2015 Best Corporate Sukuk Cagamas Berhad RAM Lead Manager Award Sukuk – No. 2 by Prog. Value Sukuk – No. 3 by Issue Count The Asset Triple A Islamic Finance Awards 2015 Best Bank Capital Sukuk AmIslamic Bank Berhad Bloomberg Underwriter Rankings Malaysian Bonds – No. 3 (14.9%) MYR Sukuk – No. 3 (14.2%) Loan Syndication – No. 5 (6.3%) The Asset Triple A Islamic Finance Awards 2015 Best REIT Sukuk Midciti Sukuk for KLCC REIT AmInvestment Bank’s Capital Markets Group Page 28 This Presentation has been prepared by AmInvestment Bank for the exclusive use of the company in evaluating the appropriate corporate structure, proposed funding tool and determining the optimum financial outcome. This Presentation is not intended for general circulation or publication nor is it to be reproduced in part or in whole or referred to or disclosed or communicated to any other party or used in any way for any purpose other than those outlined above without the prior consent of AmInvestment Bank. The information contained herein is confidential information regarding the proposed structure and is intended for use only by the Company. By accepting this information the Company agrees that it will cause its respective directors, partners, officers, employees and representatives to agree, to use the information only to evaluate its potential interest in the structure described herein and for no other purpose and will not divulge any such information to any other party. Any reproduction of this information, in whole or in part, is prohibited. AmInvestment Bank makes no representations as to the accuracy or completeness of the information provided herein. The statements contained in this Presentation are given in good faith and in the belief that they are not false or misleading. AmInvestment Bank expressly disclaims any and all liabilities to the Company or any other parties for representations, expressed or implied, contained in or omissions from the documents or any other written or oral communications transmitted as a result of the circulation, publication, reproduction or use of this Proposal contrary to the provisions contained herein. At this juncture, we have placed reliance on publicly-available information, wherever possible, and on information provided to us by the Company. The information contained herein has been prepared solely for informational purposes. Capital Markets Group Corporate Finance Wholesale Banking Coverage Seohan Soo | Executive VP Anuar Omar | Senior VP Financial Institutions Group [email protected] [email protected] Chean Pei Chen | Senior VP +603 2036 1631 +603 2036 1715 [email protected] Debt Markets Islamic Capital Markets Zainul Hashim | Senior VP Dato’ Mohd Effendi | Senior VP [email protected] [email protected] +603 2036 1638 +603 2072 7748 +603 2036 1559 Government-Linked Companies Hanif Mohd Yusof | Senior VP [email protected] +603 2031 9080 Mohd Hedzir Hanafi | Senior VP Salina Burhan | Senior VP Infrastructure and Construction [email protected] [email protected] Joanna Yu | Executive VP +603 2036 1531 +603 2036 1644 [email protected] +603 2036 1598 November 25, 2015 Thank You Question