Khazanah Nasional Berhad (“Khazanah”), via its Labuan-incorporated subsidiary Feringghi Capital Limited (“the Issuer”), successfully launched and priced the issue of its US$414.5 million 5 year zero-coupon guaranteed exchangeable notes (the “Notes”) at an issue price of 100 per cent of the principal amount of the Notes. The Notes were launched with an initial offer size of US$375 million. The greenshoe of US$39.5 million was immediately exercised, raising the total offering to US$414.5 million. The Notes have a maturity of five years, with an investor put option at the end of the second year. The Notes are exchangeable into ordinary shares of RM0.25 each of PLUS Expressway Berhad (“PLUS”) currently held by Khazanah.The Notes will be listed on Labuan International Financial Exchange Inc. and The Stock Exchange of Hong Kong Limited.
The 5 year unsecured Notes were priced to achieve a yield to maturity / yield to put of 1.95% and exchange premium of 18% over the closing price of PLUS shares on 15 December 2004. CIMB and JP Morgan acted as Joint Global Coordinators and Joint Bookrunners for the transaction. On the exercise of the exchange rights under the Notes, noteholders will be entitled to receive an aggregate of 500 million ordinary shares of par value RM0.25 each in PLUS, subject to adjustments pursuant to the terms and conditions of the Notes. This represents approximately 10% of PLUS’s share capital and 312 trading days of the average daily trading volume for the last 12 months.
The transaction was launched after approvals were obtained from the various regulatory authorities including Bank Negara Malaysia, Securities Commission and Labuan Offshore Financial Services Authority. Approval-in-principle has been obtained to list the Notes on the Labuan International Financial Exchange Inc. and application has been made to list the Notes on The Stock Exchange of Hong Kong Limited.
Proceeds from the issue will be used as additional working capital and for other corporate purposes relating to Khazanah’s principal business activities.
Company background:
Khazanah is the investment holding arm of the Government entrusted to manage the assets held by the Government and to undertake strategic investments on its behalf. Khazanah was incorporated under the Companies Act 1965 on 3 September 1993 as a public limited company and commenced operations a year later. Save for one share owned by Pesuruhjaya Tanah Persekutuan (the Federal Land Commissioner), all the share capital of Khazanah is owned by the Minister of Finance, a body corporate incorporated pursuant to the Minister of Finance (Incorporation) Act, 1957