The Karachi Stock Exchange (Guarantee) Limited’s Listing of Privately Placed Term Finance Certificates (PPTFCs) of Rs. 1 Billion of ORIX Leasing Pakistan Limited Under The Regulations Governing Over-The-Counter (OTC) Market

Karachi: The Karachi Stock Exchange is pleased to notice the listing of Privately Placed Term Finance Certificates (PPTFCs) of Rs.1 billion of ORIX Leasing Pakistan Limited under the Regulations Governing Over-The-Counter (OTC) Market of the Exchange.

The PPTFCs are being listed under Regulation No. 3(11) and Schedule Ill of the Regulations relating to listing of Debt Market Securities issued to Qualified Institutional Buyers (QIBs) through Private Placement.

The said PPTFCS will be listed on the Exchange wet Monday, October 17, 2011 and trading in the PPTFCS will commence one day after the date of formal listing i.e., from Tuesday, October 18, 2011 as required under Clause No. 4(Iv) of Schedule III of the Regulations.

The trading in the PPTFCs will take place between the members outside the system and shall be reported to the Exchange via Negotiated Deal Market (OTC) and settlement of trade will take place on counter party basis.

The eligible investors who qualify the criteria of Qualified Institutional Buyers (QIBs) as defined under Regulation No. 2(n) of the Regulations Governing Over-The-Counter (OTC) Market, are allowed to trade in the PPTFCs of the Company.

The Market Lot will be one certificate of face value of Rs.100,000/- each and the minimum amount per transaction by a single 018 shall not be less than Rs. 1,000,000/.

The National Clearing Company of Pakistan Limited vide its letter No. NCCPL/CS/607/11 dated October 6 2011 has assigned the Security Symbol / Company Code “OLPLTFC5” to the PPTFCs of the Company.

JS Global Capital Limited has been appointed as the Market Maker of the Issue, who will quote bid (offer spread for the PPTFCs on daily basis and would intimate the KSE of any trade in the Instrument, which would be available through website of the Exchange under the “Market Information” Menu item as “OTC Scripps”.

Noble Computer Services (Pvt.) Limited has been appointed as the Registrar.

A brief about the Privately Placed Term Finance Certificates / Term Sheet of the Issue is attached for information.

TERMS and CONDITIONS FOR RATED,LISTED and SECURED TERM FINANCE CERTIFICATE ISSUE OF PKR 1,000 MILLION BY ORIX LEASING PAKISTAN LIMITEED

ORIX Leasing Pakistan Limited (“OLP” or the “issuer’ or the “Company”);

Rated, Listed and Secured Term Finance Certificates (“TFCs”) issued as instrument of redeemable capital under Section 120 of the Companies Ordinance, 1984 and the regulations governing Over the Counter (OTC) Market Under Schedule III (Listing of Debt market Securities issued to Qualified Institutional Buyers (Q1Bs) through Private Placement);

The proceeds from the issue will be used to finance further investment in leasing and other businesses as permitted by its Memorandum and Articles of Association; JS Bank Limited (“JSBL”) (hereinafter referred to as “Advisor and Arranger” or “A and A”);

PKR100,000 million; June 30,2011;

3 years (36 months)from the date of issue inclusive of 6 months grace period; PKR 100,000/- (Pak Rupees One Hundred Thousand Only)

Qualified institution l Buyers (QIBs) as defined in regulations governing Over the Counter (OTC) Market under Schedule III (Listing of Debt market Securities Issued to Qualified Institutional Buyers (QIBs) through Private Placement) which includes, but not limited to the following:

1. Any of the following entity:

a. A Banking company as defined in the Banking Companies Ordinance, 1962

b. A Financial Institution as referred to in Section 3A of the Banking Companies Ordinance, 1962

c. An Investment Company as defined in the Non-Banking Companies (establishment and Regulation) Rules, 2003

d. A Company as referred to in Section 503 of the Companies Ordinance, 1984

e. A Company registered with the Commission as broker under the Brokers and Agents registration Rules 2001

f. A Fund established under the Collective Investment Scheme under the Non-Banking Companies (Establishment and regulation) Rules, 2003

g. A Trust established by a deed under the provision of the Trust Act, 1882

h. An Employees Provident Fund governed by the Employees Provident Fund (Investment in Listed Securities) Rules, 1996

1. A Pension Fund as defined in the Voluntary Pension System Rules, 2005

2. Any corporate body established by Federal Government, Provincial Government and / or Local Authority

3. Any other entity as allowed based on the criteria prescribed by the Exchange with prior approval of the Commission.

Profit will be payable quarterly in arrears calculated on a 365-day year basis on the outstanding principal amount. The first such profit payment will fall due three (3) months from the issue Date and subsequently every three(3) months thereafter;

Floating rate of return at Base Rate+2.15% p.a;

The Base Rate is defined as the three month Karachi Inter-Bank Offered Rate (“KIBOR”) prevailing on the Base Rate setting date. The Base Rate will be set for the first coupon on the last working day prior to the disbursement date and subsequently on the immediately preceding day before the start of each quarterly period.

15.69% Base Rate: 13.54%+2.15% p.a.

In then (10) equal quarterly installments, starting from the 9th month of the Issue Date;

The Transaction is secured by first exclusive charge over the specific leased assets and associated lease rental receivables of the issuer with a 25% margin created in favor of the Trustee for the benefit of the TFC Holders;

Security structure is be fully disclosed in the Transaction Documents;

For more information, contact:
Karachi Stock Exchange
Tel: (92-21) 111-001122
Fax: (92-21) 3241 0825, (92-21) 3241 5136
Email: info@kse.com.pk
Web: www.kse.com.pk

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