The ICP/IMTN Programmes are Islamic Commercial Papers (“ICP”) and Islamic Medium Term Notes (“IMTN”) Programmes (“ICP/IMTN Programme”) established by DanaInfra to raise financing to fund the following:

• The Kajang Line and Putrajaya Line of the MRT Project;
• Part-finance the construction cost of Pan Borneo Highway Sarawak (Phase 1) Project; and
• Part-finance the LRT 3 Project

The financing programme undertaken by DanaInfra is on project basis. At present, the ICP/IMTN Programme limit is as follows:

• MRT Project - of up to RM82.2 billion in nominal value and is irrevocably and unconditionally guaranteed by the Government of Malaysia
• Pan Borneo Highway Sarawak (Phase 1) Project - of up to RM15.8 billion in nominal value and is irrevocably and unconditionally guaranteed by the Government of Malaysia
• LRT 3 Project - of up to RM7.6 billion in nominal value and is irrevocably and unconditionally guaranteed by the Government of Malaysia

DanaInfra Nasional Berhad.

All ICP/IMTN Programmes has a tenure of up to fifty (50) years from the date of the first issuance of Sukuk of the respective ICP/IMTN Programme.

For the ICPs: The ICPs can be issued for any tenure of one (1), three (3), six (6), nine (9) and up to twelve (12) months as the Issuer may select, provided that the maturity date of the ICPs shall not extend beyond the tenure of the respective ICP/IMTN Programme.

For the IMTNs: The IMTNs shall have maturities of more than one (1) year provided that the maturity date of the IMTNs shall not extend beyond the tenure of the respective ICP/IMTN Programme.

All ICP/IMTN Programmes are backed by a guarantee by the Government of Malaysia. Repayment shall be made through annual allocations by the Government on deferred payment basis.

The guarantee is an irrevocable and unconditional obligation by the Government in favour of the Facility Agent (on behalf of the Sukukholders) whereby the Government guarantees the payment by DanaInfra of the Guaranteed Amount. If for any reason DanaInfra fails to make payment of the ICP/IMTN when due, the Sukukholders shall have the right to enforce the guarantee for the Government to pay the Guaranteed Amount.

The “Guaranteed Amount” refers to all monies and liabilities (whether actual or contingent) that is owing or payable or expressed to be due owing or payable by DanaInfra. In relation to the ICP/IMTN Programme, the guaranteed amount covers:

• the nominal value of the Sukuk; and
• in the case of IMTNs with periodic profit payments, any accrued profit and unpaid profit thereon.

Provided that the combined aggregate outstanding nominal value of the Sukuk and the outstanding principal amount under the SFF-i Facility and RC-i Facility guaranteed by the Guarantor shall not exceed RM82.2 billion (MRT Project), RM15.8 billion (Pan Borneo Highway Sarawak (Phase 1) Project) and RM7.6 billion (LRT 3 Project) at any one time.

The MRT Project, Pan Borneo Highway Sarawak (Phase 1) Project and LRT 3 Project are essentially infrastructure projects, undertaken for the benefit of the Rakyat. The Government wants to ensure that the MRT Project, Pan Borneo Highway Sarawak (Phase 1) Project and LRT 3 Project can be funded in a cost-efficient manner so that any cost-savings can be passed on to the Rakyat. Also, due to the nature of the project and the long gestation period, the repayment profile of any fundraising will naturally have to be long-tenured with deferred payment mechanism. As such, the current mode of financing is the most viable and efficient from a cost and size perspective.

Yes.

No.

DanaInfra may be used as the financing vehicle to facilitate the fund raising of future Government infrastructure projects. As such, the financing terms allow DanaInfra to undertake further financings in the future.

The underlying Shariah principles under each ICP/IMTN Programme is Murabahah (via a Tawarruq arrangement). DanaInfra has the option to change to other Shariah principles. Any changes in Shariah principles will be determined prior to each ICP/IMTN issuance.

The SFF-i Facility and RC-i Facility are to complement the ICP/IMTN Programme and work as back-stop funding for DanaInfra.

The limit of the ICP/IMTN Programme of RM82.2 billion (MRT Project), RM15.8 billion (Pan Borneo Highway Sarawak (Phase 1) Project) and RM7.6 billion (LRT 3 Project) may, at the option of the Issuer, and without further reference to or consent by the Sukukholders, be increased provided that any Sukuk issued pursuant to the increased limit shall be irrevocably and unconditionally guaranteed by the Government.

DanaInfra has been granted remission of tax and stamp duty under the Loans Guarantee (Bodies Corporate) (Remission of Tax and Stamp Duty). With this approval, any tax payable by DanaInfra or any holders of the Sukuk will be remitted in full.

The proceeds of the respective ICP/IMTN Programmes will be utilised for the following:

1. MRT Project (RM82.2 billion ICP/IMTN Programme) - To finance the capital expenditure and operating expenses in relation to the development of the MRT Project Kajang Line and Putrajaya Line including but not limited to the following:
• Progressive payments to contractors;
• Purchase of equipment;
• Settlement of advances from any relevant entities;
• Pre-construction costs including but not limited to financing costs, financial advisor’s fee, advisory costs and fees for solicitors, project delivery partners and independent consultant engineers;
• All operating expenses including but not limited to all pre-operating expenses, costs relating to the tender process, administrative, financial, legal and staff costs incurred by DanaInfra and/or MRT Corp in relation to the MRT Project; and
• To refinance any bridging facility or other credit lines undertaken by DanaInfra in relation to the MRT Project.

2. Pan Borneo Highway Sarawak (Phase 1) Project (RM15.8 billion ICP/IMTN Programme) - To finance expenditures and/or payments in relation to the Pan Borneo Highway Sarawak (Phase 1) Project including but not limited to the following:
• Construction costs and progressive payments to contractors;
• Operating and transactional costs and expenses;
• Financing costs including but not limited to all profit, fees, costs and expenses in connection with the ICP/IMTN Programme, the RC-i Facility, any bridging facility or other banking/financing facilities and/or credit lines; and
• To refinance any bridging facility (including the RC-i Facility) or other banking/financing facilities and/or credit lines undertaken by DanaInfra in relation to the Pan Borneo Highway Sarawak (Phase 1) Project and/or payment of any principal sum falling due for payment thereunder.

3. LRT 3 Project (RM7.6 billion ICP/IMTN Programme) - To finance expenditures and/or payments in relation to the LRT 3 Project including but not limited to the following:
• Construction costs and progressive payments to contractors;
• Operating and transactional costs and expenses including but not limited to consultant fees;
• Financing costs including but not limited to all profits, fees, costs and expenses in connection with the ICP/IMTN Programme, the RC-i Facility, any bridging facility or other banking/financing facilities and/or credit lines undertaken by DanaInfra in relation to the LRT 3 Project; and
• To refinance any bridging facility (including the RC-i Facility) or other banking/financing facilities and/or credit lines undertaken by DanaInfra in relation to the LRT 3 Project and/or payment of any principal sum falling due for payment thereunder or in connection with the ICP/IMTN Programme.

All ICP/IMTN Programmes are guaranteed by the Government of Malaysia and therefore, not rated.

Yes, the Sukuk are transferable.

The JLA’s role is to structure and execute a complete financing requirement, coordinating with related parties such as legal advisors, reporting accountants, rating agencies etc.

Whilst the JLM’s role is to jointly raise the required funding either through participation in a lending syndicate or sale of debt instrument to potential investors through a book running process. They may also take up a portion of the financing to be issued themselves.

In DanaInfra’s case, the 4 JLAs also provide commitment for the SFF-i Facility and RC-i Facility.

The Facility Agent for DanaInfra is CIMB Investment Bank Berhad (ICP/IMTN Programme under MRT Project and Pan Borneo Highway Sarawak (Phase 1) Project) and Maybank Investment Bank Berhad (ICP/IMTN Programme under LRT 3 Project).

The Shariah Adviser is CIMB Islamic Bank Berhad (ICP/IMTN Programme under MRT Project), RHB Islamic Bank Berhad (ICP/IMTN Programme under Pan Borneo Highway Sarawak (Phase 1) Project) and Maybank Islamic Berhad (ICP/IMTN Programme under LRT 3 Project).

Yes. Bank Negara Malaysia.

DanaInfra has a standby facility in the form of Syndicated Islamic Revolving Credit Facility which serves to ensure availability of funds at all times. We will ensure that the funding requirements for the MRT Project, Pan Borneo Highway Sarawak (Phase 1) Project and LRT 3 Project will be met.

Yes, as the Issuer, DanaInfra will ensure that the Minister of Finance (Incorporated) holds directly and/or indirectly at least fifty one per centum (51%) of the ordinary paid-up share capital of the Issuer at all times.