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INFRASTRUCTURE DEBT SECURITIES The Case of Sukuk in Malaysia Zainul Hashim Head, Senior Vice President Debt Markets AmInvestment Bank Berhad 25 November 2015 Mohd Hedzir Hanafi Head, Senior Vice President Capital & Project Advisory AmInvestment Bank Berhad

INFRASTRUCTURE DEBT SECURITIES The Case of … - AmInvestment Bank... · INFRASTRUCTURE DEBT SECURITIES The Case of Sukuk in Malaysia Zainul Hashim Head, Senior Vice President

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Page 1: INFRASTRUCTURE DEBT SECURITIES The Case of … - AmInvestment Bank... · INFRASTRUCTURE DEBT SECURITIES The Case of Sukuk in Malaysia Zainul Hashim Head, Senior Vice President

November 25, 2015

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

Mohd Hedzir Hanafi Head, Senior Vice President Capital & Project Advisory AmInvestment Bank Berhad

Page 2: INFRASTRUCTURE DEBT SECURITIES The Case of … - AmInvestment Bank... · INFRASTRUCTURE DEBT SECURITIES The Case of Sukuk in Malaysia Zainul Hashim Head, Senior Vice President

November 25, 2015

Page 1 Infrastructure Debt Securities: The Case of Sukuk in Malaysia

► PART I

Introduction

Malaysia’s Experience in Infrastructure Financing

Typical Financing Plan and Strategy

Presentation Outline

► PART II

Rating Considerations and Credit Enhancement

Case Studies

Why AmInvestment Bank?

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November 25, 2015

Page 2

Introduction

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November 25, 2015

Page 3 Evolution PPP in Malaysia

1983 Malaysia

Incorporated Policy Privatisation Policy

1985 Privatisation Guidelines

1991 Privatisation Masterplan

2006 PPP Introduced

2009 PPP Unit Formed

PPP Guideline Introduced

2010 Facilitation Fund

Introduced

Various PPP Models adopted:

Build-Operate-Transfer Build-Operate-Own Build-Lease-Maintain-

Transfer Build-Lease-Maintain-

Operate- Transfer Management / Operation

outsourcing Leasing and land swap Sales of public asset /

equity

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)

Source: Asia Executive Programs workshop

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November 25, 2015

Page 4 Evolution PPP in Malaysia (cont’d) 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”). Structure of PPP Project Typical PPP Business Models

Build-Lease-Maintain-Transfer

Build-Lease-Maintain-Operate-Transfer

Build-Own-Transfer

Build-Operate-Own

PPP Business Models

Special purpose vehicle created specifically for the project

Financiers

Construction contractor

Facilities management operator

Public sector (procuring authority)

Main parties in PPP Project

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

UKAS’ main responsibilities

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:

Source: UKAS PPP Guidelines, Asia Executive Programs workshop

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November 25, 2015

Page 5

Malaysia’s Experience in Infrastructure Financing

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November 25, 2015

Page 6 Malaysian Debt Capital Market

Private Debt Securities / Sukuk Issuance Amount Source: Bloomberg (13 Nov 2015)

AIBB’s Portion (%) 13.2 18.8 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.

49.5 44.6 47.4 44.9

67.0

117.8

68.6 79.2

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November 25, 2015

Page 7 Malaysian Debt Capital Market (cont’d)

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.

Supply Profile of Government Bonds / Sukuk in 4Q15 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

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November 25, 2015

Page 8 Infrastructure Funding via Malaysia Bond Market

Sector %

Power/Electricity 3.0

Toll Roads 3.1

Water 4.4

Others 0.6

Note: * Exchange rate 1USD = RM4.3160 as at 24 November 2015 (Source: Bank Negara Malaysia’s website)

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:

Source : Bloomberg, AmBank Research and internal sources, Nov 2015

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November 25, 2015

Page 9 Summary of Malaysian Budget 2016

► Budget deficit cut to -3.1% of GDP in 2016 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)

► Measures for the Low and Middle income groups Increased BR1M handouts, minimum wage hike,

higher civil servant payments, expanded list of zero-rated GST items, provision of affordable housing

► Major public infrastructure and investment projects to continue MRT1, MRT2, RAPID, Pan-Borneo Highway, DASH,

SUKE & RAPID

► Allocations and incentives to spur investment activities and SMEs in targeted sectors Tax and funding incentives, Special Reinvestment

Allowance, tax incentives

► Real GDP growth for 2016 forecasted lower at 4.0% - 5.0%

Key Themes of the Federal Government’s Budget 2016

1.5

2.0

2.5

3.0

3.5

4.0

0%

20%

40%

60%

Oct

-08

Oct

-09

Oct

-10

Oct

-11

Oct

-12

Oct

-13

Oct

-14

Oct

-15

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%

Gov. Debt to GDP

Overnight Policy Rate

Foreign Holdings of MGS

Balanced Agenda with Prudent Targets Source: AmResearch

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November 25, 2015

Page 10 Summary of Malaysian Budget 2016 (cont’d)

Balanced Agenda with Prudent Targets Source: AmResearch

► 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

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November 25, 2015

Page 11 Global Sukuk Outlook

► 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)

40%51%

53%

67%

61%

56% 39%

43%

20142013201220112010200920082007

Source: Bloomberg

UAE18%

Malaysia42%

Saudi Arabia16%

Others24%

Market Share of

Global SukukIssuance(Oct-15)

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November 25, 2015

Page 12

Typical Sectors suitable for Project Bonds

Toll Roads / Bridges Power Water

Sea Ports Telecommunications Infrastructure Waste Management

Teachers Quarters

Police Quarters

Government Buildings

Public Private Partnership (“PPP”) Oil & Gas

Hospitals

Types of projects funded by the bond markets

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November 25, 2015

Page 13 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 Project sponsors are able to have access to financing

with no/limited recourse

Highly leveraged financing is available

► Natural demand from a pool of long term investors 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

► 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 price long dated project bonds MGS goes up to long tenors Principal Dealership system create active trading in

benchmark bonds

► 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

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November 25, 2015

Page 14

Rating Considerations and Credit Enhancement

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November 25, 2015

Page 15 Project Financing Rating Considerations

Relates to construction risks – complexity and construction schedule, contract type, contractor profile

Encompasses demand risk, O&M risk, regulatory risk, off-taker credit strength, single project risk, financial risk.

Completion Risk Performance Risk

Demand Risk

Dependent on the terms of the off-take contract.

O&M Risk

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.

Construction Risk

Contract Type Turnkey or unit price contract.

Generally more favourable view on turnkey contract – most of the construction risk is borne by the EPC contractor.

Complexity of Construction Dependent on design complexity and technical

specifications of the project.

Rating agencies have negative views on aggressive construction schedule.

Contractor Profile Credit rating for the project would depend on track record

of the contractor.

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November 25, 2015

Page 16 Project Financing Rating Considerations (cont’d) 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.

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November 25, 2015

Page 17 Credit Enhancement

Completion Risk Performance Risk

Completion Guarantee from Sponsors ► Cost overruns (up to a certain limit).

► Principal and interest payments under the financing pre-completion.

► Konsortium ProHAWK Sdn Bhd (AA2)

Cost-Overrun Liquidity Facility (“COLF”) ► Procured from highly rated banks.

► Buffer against any cost overruns and shortfalls in net operating cash flows.

► Jimah Energy Ventures Sdn Bhd (AA3)

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)

Corporate Guarantee from Sponsors ► CG on the principal and interest obligations for the

entire tenor of the financing.

► Rating to mirror project sponsor’s corporate rating.

► Manjung Island Energy Berhad (Series 2 only) (AAA)

Rolling Guarantee from Sponsors ► Rolling guarantee on the next principal and interest

payment only.

► Valid for entire financing tenor.

► TNB Northern Energy Berhad (AAA) & TNB Western Energy Berhad (AAA)

External Guarantee ► Procured from external guarantors (for e.g.

Danajamin & banks) on financing obligations.

► Valid for entire financing tenor.

► Rating will mirror that of the guarantor.

► Incurs guarantee fee.

► West Coast Expressway (AAA)

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November 25, 2015

Page 18

Case Studies

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November 25, 2015

Page 19

DANAINFRA NASIONAL BERHAD GG ICP/IMTN Programme of up to MYR21.0 Billion

8 Feb 2013 28 Nov 2013

Size MYR300 million MYR100 million

Tenor 10 years 15 years

Profit Rate 4.00% p.a. 4.58% p.a.

8 Feb 2013 28 Nov 2013

Applications 1,424 603

Total Value MYR484.31 mil MYR219.013 mil

Oversubscription rate 1.61 times 2.19 times

TRANSACTION DETAILS TRANSACTION HIGHLIGHTS

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

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.

DanaInfra Nasional Berhad (“DanaInfra”), wholly owned by Ministry of Finance, Incorporated, was established as a funding vehicle to the MRT Project.

DanaInfra’s main objectives are to ensure certainty of funds and optimum financing cost through market driven pricing that is near sovereign rates.

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.

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.

Repayment of the funds will be via GOM’s contributions on a deferred payment basis via the Operational Expenditure of the annual budget.

Tenure From 7 years to 30 years

Guarantee Irrevocable and unconditional guarantee by the Government of Malaysia (“GOM”)

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”)

Shariah Principle

Murabahah or other Shariah principles to be determined

AmInvestment Bank’s roles

Joint Lead Arranger / Joint Lead Manager / Joint Book Runner

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November 25, 2015

Page 20

DANAINFRA NASIONAL BERHAD GG ICP/IMTN Programme of up to MYR21.0 Billion (cont’d)

8 Feb 2013 28 Nov 2013

Size MYR300 million MYR100 million

Tenor 10 years 15 years

Profit Rate 4.00% p.a. 4.58% p.a.

8 Feb 2013 28 Nov 2013

Applications 1,424 603

Total Value MYR484.31 mil MYR219.013 mil

Oversubscription rate 1.61 times 2.19 times

DISTRIBUTION ANALYSIS PRICING ANALYSIS

Insurance companies were given preference in the allocation of the longer tenures Sukuk (12- and 15-year) to match their portfolio liabilities.

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 Sukuk issuance. During the two-day book building exercise, the Sukuk registered an overwhelming interest from investors with the final bid-to-cover ratio of 4.8 times over the issuance size.

Despite 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.

FLEXIBILITY OF THE ICP/IMTN PROGRAMME RELEVANCE TO MARKET

Islamic Principles 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.

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

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

Issuance of MYR2.4 billion

Financial Institutions

30% Asset Management

25%

Insurance 24% Government

Agency 13%

Development Financial Institution

8%

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November 25, 2015

Page 21

PROJEK LEBUHRAYA USAHASAMA BERHAD AAA-Rated & GG Islamic Medium Term Notes

TRANSACTION DETAILS PIONEER IN PRODUCT INNOVATION

Facility i. Up to MYR23,350 million nominal value AAA-rated Islamic Medium Term Notes (“IMTNs”); and

ii. Up to MYR11,000 million nominal value Government Guaranteed Islamic Medium Term Notes (“GG IMTNs”).

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.

Credit Rating i. IMTNs: AAA ii. GG IMTNs: Non-rated

Utilisation of Proceeds

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.

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.

Effective execution strategy to ensure successful issuance due to deal size.

Tenor i. IMTNs: 5 – 25 years ii. GG IMTNs: 26 – 27 years

Our Role Joint Lead Manager

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November 25, 2015

Page 22

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.

Tax exemption for the GG IMTNs enhanced their attractiveness thereby achieving optimum pricing.

1. The Issuer identifies its business (i.e. the highway concessions) as the 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.

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.

1.DISTRIBUTION ANALYSIS

Financial Institutions,

20%

Fund Management

Co., 11%

Insurance Co., 18%

Quasi-Government

Co., 52%

Aggregate Issuance of

MYR30.6 billion

ISSUER (Manager)

TRUSTEE (acting for

Sukukholders)

SUKUKHOLDERS

MUSHARAKAH VENTURE

(Trust Assets)

1 Identif ies business 2 Invest in

venture

2Musharakah

Capital / Proceeds

2 Issues Sukuk

2 Sukuk Proceeds

3 Appoint as Manager

3 One-Off Distribution / Periodic Distribution

4 Purchase Undertaking

GOM

5 Government guarantee

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November 25, 2015

Page 23

Why AmInvestment Bank?

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November 25, 2015

Page 24 Why AmInvesment Bank? 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

Established Debt /Islamic

Markets Team

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.

Widespread Distribution

Network

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 Dominance

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.

Landmark Transactions

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

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November 25, 2015

Page 25 Market Leadership and Peer Comparison 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.

29%

Div. Financial Services

29%

Real Estate

21%

Auto Manufacturers

#2

35%

Electric

50%

Gov-Linked Entities

25%

Lodging

#1

Our Breadth of Coverage – Across Industries

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%) None #2 (3%) None

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%)

Source: Bloomberg (15 November 2014 – 27 October 2015)

Ranking Amongst Peers – Across Product Type

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November 25, 2015

Page 26 Track Record With Government-Linked Entities

JAMBATAN KEDUA SDN BHD

MYR4.6 Billion Government-Guaranteed Sukuk Murabahah Programme (2015) Our Role: Joint Lead Arranger/Joint Lead Manager/Joint Bookrunner

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

DANAINFRA NASIONAL BERHAD

MYR21.0 Billion Government-Guaranteed Sukuk Programme (2012) Our Role: Joint Lead Arranger/Joint Lead Manager/Joint Bookrunner First Exchange Traded Bonds and Sukuk in Malaysia

MYR8.0 Billion Syndicated Islamic Term Financing Facility (2012) Our Role: Mandated Lead Arranger

Government-Linked Entities

KLCC REAL ESTATE INVESTMENT TRUST

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

SABAH STATE GOVERNMENT

AAA-Rated Bonds of up to MYR1.0 Billion in nominal value (2014) Our Role: Joint Lead Arranger/Joint Lead Manager

SARAWAK ENERGY BERHAD

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 Adviser/Joint Lead Arranger/Joint Lead Manager

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November 25, 2015

Page 27 Our Awards and Accolades

2014 2015

The Banker Deals of the Year 2014 Islamic Finance Deal of the Year in Asia Pacific Cagamas Berhad MYR3.8 Billion Issue

RAM Deals of the Year 2014 (BluePrint Award) Market Maker of the Year ORIX Leasing Malaysia

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

Bloomberg Underwriter Rankings Malaysian Bonds – No. 3 (14.9%) MYR Sukuk – No. 3 (14.2%) Loan Syndication – No. 5 (6.3%)

MARC League Table 2014 Overall PDS – No. 2 by issue count Conventional – No. 1 by issue count

RAM Lead Manager Award Sukuk – No. 2 by Prog. Value Sukuk – No. 3 by Issue Count

RAM Deals of the Year 2014 (BluePrint Award) Market Pioneer 2014 AmBank Islamic Basel III Sukuk

RAM Deals of the Year 2014 (BluePrint Award) Market Pioneer 2014 Cagamas RMB Bond

RAM Deals of the Year 2014 (BluePrint Award) New Real Estate Benchmark Deal Midciti Sukuk for KLCC REIT

The Asset Triple A Islamic Finance Awards 2015 Best Corporate Sukuk Cagamas Berhad

The Asset Triple A Islamic Finance Awards 2015 Best Bank Capital Sukuk AmIslamic Bank Berhad

The Asset Triple A Islamic Finance Awards 2015 Best REIT Sukuk Midciti Sukuk for KLCC REIT

The Asset Project Finance Awards 2015 Project Finance Bank of the Year Malaysia

The Asset Project Finance Awards 2015 Best Project Finance Deal of the Year & Best Oil & Gas Deal of the Year SapuraKencana TMC

The Asset Project Finance Awards 2015 Best Transport Deal of the Year DanaInfra Nasional Berhad

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November 25, 2015

Page 28 AmInvestment Bank’s Capital Markets Group 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.

Zainul Hashim | Senior VP

[email protected]

+603 2036 1638

Debt Markets

Salina Burhan | Senior VP

[email protected]

+603 2036 1644

Seohan Soo | Executive VP

[email protected]

+603 2036 1631

Capital Markets Group Wholesale Banking Coverage

Chean Pei Chen | Senior VP

+603 2036 1559

[email protected]

Islamic Capital Markets

Dato’ Mohd Effendi | Senior VP

[email protected]

+603 2072 7748

Anuar Omar | Senior VP

[email protected]

+603 2036 1715

Corporate Finance

Financial Institutions Group

Hanif Mohd Yusof | Senior VP

+603 2031 9080

[email protected]

Government-Linked Companies

Joanna Yu | Executive VP

+603 2036 1598

[email protected]

Infrastructure and Construction Mohd Hedzir Hanafi | Senior VP

[email protected]

+603 2036 1531

Page 30: INFRASTRUCTURE DEBT SECURITIES The Case of … - AmInvestment Bank... · INFRASTRUCTURE DEBT SECURITIES The Case of Sukuk in Malaysia Zainul Hashim Head, Senior Vice President

Thank You

Page 31: INFRASTRUCTURE DEBT SECURITIES The Case of … - AmInvestment Bank... · INFRASTRUCTURE DEBT SECURITIES The Case of Sukuk in Malaysia Zainul Hashim Head, Senior Vice President

Question