Obbligazione Pakistania 5.5% ( US88429JAA43 ) in USD

Emittente Pakistania
Prezzo di mercato 100 USD  ▲ 
Paese  Pakistan
Codice isin  US88429JAA43 ( in USD )
Tasso d'interesse 5.5% per anno ( pagato 2 volte l'anno)
Scadenza 13/10/2021 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Pakistan US88429JAA43 in USD 5.5%, scaduta


Importo minimo /
Importo totale /
Descrizione dettagliata Il Pakistan è una repubblica islamica federale situata nell'Asia meridionale, con una popolazione numerosa e una cultura ricca e diversificata.

The Obbligazione issued by Pakistania ( Pakistan ) , in USD, with the ISIN code US88429JAA43, pays a coupon of 5.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 13/10/2021







The President of the Islamic Republic of Pakistan
for and on behalf of the Islamic Republic of Pakistan
The Third Pakistan International Sukuk Company Limited
(a public limited liability company incorporated in the Islamic Republic of Pakistan)
U.S.$1,000,000,000 Trust Certificates due 2021
Issue Price: 100 per cent.
The U.S.$1,000,000,000 trust certificates due 2021 (the Certificates) of The Third Pakistan International Sukuk Company Limited (in its capacity as issuer,
the Issuer) will be constituted by a declaration of trust (the Declaration of Trust) dated on or about 13 October 2016 among the Issuer, the President of the
Islamic Republic of Pakistan for and on behalf of the Islamic Republic of Pakistan (the Government or in its capacity as obligor, the Obligor or in its
capacity as lessee, the Lessee, or in its capacity as servicing agent, the Servicing Agent) and The Law Debenture Trust Corporation p.l.c. (the Delegate).
Pursuant to the Declaration of Trust, the Issuer (in its capacity as the trustee for and on behalf of the Certificateholders (as defined herein), the Trustee) will
declare that it will hold the Trust Assets (as defined herein) upon trust (the Trust) absolutely for the holders of the Certificates pro rata according to the face
amount of Certificates held by each Certificateholder in accordance with the Declaration of Trust and the terms and conditions of the Certificates (the
Conditions).
On 13 April and 13 October in each year, commencing on 13 April 2017 (each, a Periodic Distribution Date), the Issuer will pay Periodic Distribution
Amounts (as defined herein) to Certificateholders calculated at the rate of 5.50 per cent. per annum on the outstanding face amount of the Certificates as at
the beginning of the relevant Return Accumulation Period (as defined herein) on a 30/360 day basis.
The Issuer will pay such Periodic Distribution Amounts solely from the proceeds received in respect of the Trust Assets which include rental payments by the
Lessee under the Lease Agreement (as defined herein). Unless previously redeemed in the circumstances described in Condition 9, the Certificates will be
redeemed on 13 October 2021 (the Scheduled Dissolution Date) at the Dissolution Distribution Amount (as defined herein). The Issuer will pay Dissolution
Distribution Amounts solely from the proceeds received in respect of the Trust Assets which include payments by the Government under the Purchase
Undertaking (as defined herein).
The Certificates are limited recourse obligations of the Issuer. An investment in the Certificates involves certain risks. For a discussion of these
risks, see "Risk Factors" beginning on page 19.
The Certificates are expected to be assigned a rating of `B3' by Moody's Singapore Pte Ltd (Moody's) and a rating of `B' by Fitch (Hong Kong) Limited
(Fitch). A rating is not a recommendation to buy, sell or hold the Certificates (or beneficial interests therein), does not address the likelihood or timing of
payment and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.
Application has been made to admit the Certificates to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock
Exchange's Euro MTF market (the Euro MTF Market). The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC.
This offering circular constitutes a prospectus for the purposes of the Luxembourg law dated 10 July 2005 on prospectuses for securities, as amended.
The Certificates have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), or with any
securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States except
pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In
addition, neither the Trust nor the Issuer has been or will be registered under the United States Investment Company Act of 1940, as amended (the
"Investment Company Act"). Accordingly, the Certificates will be offered, sold or delivered (i) in offshore transactions in reliance on Regulation S under the
Securities Act (Regulation S) (the Regulation S Certificates) and (ii) within the United States in reliance on Rule 144A under the Securities Act (Rule
144A) only to persons reasonably believed to be "qualified institutional buyers" (each a QIB) within the meaning of Rule 144A, acting for their own account
or for the account of one or more QIBs (the Rule 144A Certificates). Each purchaser of the Certificates in making its purchase will be deemed to have
made certain acknowledgements, representations and agreements. Prospective purchasers are hereby notified that sellers of the Rule 144A Certificates
may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Certificates are subject to other
restrictions on transferability and resale, see "Plan of Distribution" and "Transfer Restrictions".
The Certificates will be offered and sold in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Regulation S
Certificates will initially be represented by interests in one or more global Regulation S certificates in registered form (each a Regulation S Global
Certificate) which will be deposited with a common depositary for, and registered in the name of a nominee of, Euroclear Bank SA/NV (Euroclear) and
Clearstream Banking S.A. (Clearstream, Luxembourg) on 13 October 2016 or such later date as may be agreed (the Issue Date). Beneficial interests in
the Regulation S Global Certificates will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear or Clearstream,
Luxembourg. The Rule 144A Certificates will initially be represented by one or more global Rule 144A certificates in registered form (each a Rule 144A
Global Certificate and, together with the Regulation S Global Certificates, the Global Certificates) which will be deposited with a custodian for, and
registered in the name of a nominee of, The Depository Trust Company (DTC) on the Issue Date by the Issuer and the Joint Lead Managers (as defined
under "Plan of Distribution"). Beneficial interests in the Rule 144A Global Certificates will be shown on, and transfers thereof will be effected only through,
records maintained by DTC and its participants. See "Clearance and Settlement". Individual definitive certificates in registered form (Individual Certificates)
will only be available in certain limited circumstances as described herein. It is expected that delivery of the Global Certificates will be made in
immediately available funds on the Closing Date (i.e. the fifth Business Day following the date of pricing of the Certificates (such settlement cycle
being herein referred to as T+5).
Joint Lead Managers
Citigroup
Deutsche
Dubai Islamic Bank
Noor Bank
Standard Chartered
Bank
PJSC
Bank
The date of this offering circular is 10 October 2016.
BD-#26567584-v11
i


The Issuer and the Government accept responsibility for the information contained in this
offering circular. The Issuer and the Government, each having made all reasonable enquiries,
confirm that this offering circular contains or incorporates all information which is material in
the context of the Certificates, that the information contained or incorporated in this offering
circular is true and accurate in all material respects and is not misleading, that the opinions
and intentions expressed in this offering circular are honestly held and that there are no other
facts the omission of which would make this offering circular or any of such information or the
expression of any such opinions or intentions misleading.
No person is authorised in connection with the offering of the Certificates to give any
information or to make any representation other than as contained in this offering circular,
and, if given or made, such information or representation must not be relied upon as having
been authorised by the Issuer, the Government, the Joint Lead Managers, the Trustee, the
Delegate, the Agents (each as defined herein) or any other person. Neither the delivery of this
offering circular nor any sale of any Certificates shall, under any circumstances, constitute a
representation or create any implication that the information contained herein is correct as of
any time subsequent to the date hereof or that there has been no change in the affairs of any
party mentioned herein since that date.
To the fullest extent permitted by law, none of the Joint Lead Managers, the Delegate or the
Agents accepts any responsibility for the contents of this offering circular or for any
statements made or purported to be made by the Joint Lead Managers, the Delegate or the
Agents or on its behalf in connection with the Issuer or the Government or the offering of the
Certificates. The Joint Lead Managers, the Delegate and the Agents accordingly disclaim all
and any liability whether arising in tort or contract or otherwise (save as referred to above)
which any of them might otherwise have in respect of this offering circular or any such
statement.
None of the Joint Lead Managers, the Delegate or the Agents have separately verified the
information contained herein. Accordingly, no representation, warranty or undertaking,
express or implied, is made and no responsibility or liability is accepted by the Joint Lead
Managers, the Delegate, the Agents or any of them as to the accuracy or completeness of the
information contained in this offering circular or any other information provided by the Issuer
or the Government in connection with the Certificates or their distribution. None of the Joint
Lead Managers, the Delegate or the Agents accept any liability in relation to the information
contained in this offering circular or any other information provided by the Issuer or the
Government in connection with the Certificates.
Neither this offering circular nor any other information supplied in connection with the
Certificates is intended to provide the basis of any credit or other evaluation or should be
considered as a recommendation by the Issuer, the Government, the Joint Lead Managers,
the Trustee, the Delegate or the Agents that any recipient of this offering circular should
purchase any of the Certificates. Each investor contemplating purchasing any Certificates
should make its own independent investigation of the financial condition and affairs, and its
own appraisal of the creditworthiness, of the Issuer and the Government. None of the Joint
Lead Managers, the Delegate or the Agents undertakes to review the Issuer's or the
Government's financial condition or affairs during the life of the arrangements contemplated
by this offering circular or to advise any investor or potential investor in the Certificates of any
information relating to the Issuer or the Government coming to its attention.
No comment is made or advice given by the Issuer, the Government, the Joint Lead
Managers, the Trustee, the Delegate or the Agents in respect of taxation matters relating to
the Certificates or the legality of the purchase of the Certificates by an investor under any
applicable law.
EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS TAX ADVISER, LEGAL
ADVISER, BUSINESS ADVISER AND SHARI'A ADVISER AS TO TAX, LEGAL,
BUSINESS, SHARI'A AND RELATED MATTERS CONCERNING THE PURCHASE OF
THE CERTIFICATES.
BD-#26567584-v11
ii


This offering circular does not constitute an offer to sell or the solicitation of an offer to buy
any Certificates in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in such jurisdiction. The distribution of this offering circular and the offer or sale of
the Certificates may be restricted by law in certain jurisdictions. None of the Issuer, the
Government, the Joint Lead Managers, the Trustee, the Delegate or the Agents represents
that this offering circular may be lawfully distributed, or that any Certificates may be lawfully
offered, in compliance with any applicable registration or other requirements in any such
jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility
for facilitating any such distribution or offering. In particular, no action has been taken by the
Issuer, the Government, the Joint Lead Managers, the Trustee, the Delegate or the Agents
which is intended to permit a public offering of any Certificates or distribution of this offering
circular in any jurisdiction where action for that purpose is required. Accordingly, no
Certificates may be offered or sold, directly or indirectly, and neither this offering circular nor
any advertisement nor other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws
and regulations. Persons into whose possession this offering circular or any Certificates may
come must inform themselves about, and observe, any such restrictions on the distribution of
this offering circular and the offering and sale of the Certificates. In particular, there are
restrictions on the distribution of this offering circular and the offer or sale of Certificates in the
United States, the United Kingdom, Pakistan, Hong Kong, Singapore, the United Arab
Emirates (excluding the Dubai International Financial Centre), Dubai International Financial
Centre, the Kingdom of Saudi Arabia and Malaysia. See "Plan of Distribution".
The Shariah Advisory Board of Citi Islamic Investment Bank E.C., Dr. Hussein Hamid
Hassan, the Shari'a advisor of Deutsche Bank AG, London, the Executive Committee of the
Fatwa & Shariah Advisory Board of Dubai Islamic Bank PJSC, the Shari'a Supervisory
Committee of Noor Bank PJSC and the Shari'a Supervisory Committee of Standard
Chartered Bank have approved that the Certificates are Shari'a compliant. However, there
can be no assurance that the transaction structure or the issue and trading of the Certificates
will be deemed to be Shari'a compliant by any other Shari'a board or Shari'a scholar. None of
the Issuer, the Government, the Joint Lead Managers, the Delegate or the Agents makes any
representation as to the Shari'a compliance of the Certificates and potential investors are
reminded that, as with any Shari'a views, differences in opinion are possible. Potential
investors should obtain their own independent Shari'a advice as to the compliance of the
structure and the issue and trading of the Certificates with Shari'a principles.
THE CERTIFICATES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION
IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAS
ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OF CERTIFICATES OR THE ACCURACY OR THE ADEQUACY OF
THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES.
The Certificates have not been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the United States. The
Certificates may not be offered, sold or delivered within the United States except pursuant to
an exemption from, or in transactions not subject to, the registration requirements of the
Securities Act and applicable state securities laws. Neither the Trust nor the Issuer has been
or will be registered as an investment company in the United States under the Investment
Company Act. Each investor, by purchasing a Certificate, agrees that the Certificates may be
reoffered, resold, repledged or otherwise transferred only upon registration under the
Securities Act and the Investment Company Act or pursuant to the exemptions therefrom
described under "Transfer Restrictions". Each investor will also be deemed to have made
certain representations and agreements as described therein.
The Certificates are being offered and sold in offshore transactions in reliance on Regulation
S and within the United States in reliance on Rule 144A only to persons reasonably believed
to be QIBs. Prospective purchasers are hereby notified that sellers of the Rule 144A
Certificates may be relying on the exemption from the provisions of Section 5 of the Securities
Act provided by Rule 144A. For description of these and certain further restrictions on offers,
BD-#26567584-v11
iii


sales and transfers of Certificates and distribution of this offering circular, see "Plan of
Distribution" and "Transfer Restrictions".
VOLCKER RULE
The Issuer is not, and solely after giving effect to any offering and sale of the
Certificates and the application of the proceeds thereof will not be, a "covered fund"
for purposes of regulations adopted under Section 13 of the Bank Holding Company
Act of 1956, as amended (commonly known as the Volcker Rule). In reaching this
conclusion, although other statutory or regulatory exclusions and/or exemptions under
the Investment Company Act and under the Volcker Rule and its related regulations
may be available, the Issuer has relied on the determinations that (i) the Issuer would
satisfy all of the elements of the exemption from registration under the Investment
Company Act provided by Section 3(c)(5)(C) of the Investment Company Act, and,
accordingly, (ii) the Issuer may rely on the exemption from the definition of a "covered
fund" under the Volcker Rule made available to entities that do not rely solely on
Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act for their exclusion
and/or exemption from registration under the Investment Company Act. Each investor
is responsible for analysing its own position under the Volcker Rule.
IN CONNECTION WITH THE ISSUE OF CERTIFICATES, THE JOINT LEAD MANAGER(S)
NAMED AS STABILISATION MANAGER(S) (OR ANY PERSON ACTING ON BEHALF OF
THE STABILISATION MANAGER(S)) MAY EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE CERTIFICATES AT A LEVEL HIGHER THAN
THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT
NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE
ISSUE DATE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE CERTIFICATES AND
60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE CERTIFICATES. ANY
STABILISATION SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND REGULATIONS.
NOTICE TO RESIDENTS OF THE ISLAMIC REPUBLIC OF PAKISTAN
THE CERTIFICATES ARE NOT BEING OFFERED OR SOLD AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED DIRECTLY OR INDIRECTLY IN PAKISTAN, TO
RESIDENTS IN PAKISTAN OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, SUCH
PERSONS.
THE ISLAMIC REPUBLIC OF PAKISTAN IS A FOREIGN SOVEREIGN STATE.
CONSEQUENTLY IT MAY BE DIFFICULT FOR INVESTORS TO REALISE JUDGMENTS
OF COURTS IN ENGLAND OR THEIR OWN JURISDICTION AGAINST PAKISTAN IN THE
COURTS OF PAKISTAN. SEE "ENFORCEMENT OF FOREIGN JUDGMENTS IN
PAKISTAN" AND "RISK FACTORS ­ ENFORCEMENT OF FOREIGN JUDGEMENTS IN
PAKISTAN".
THE ENTRY INTO OF THE TRANSACTION DOCUMENTS BY THE GOVERNMENT IS IN
ACCORDANCE WITH ARTICLE 173(3) OF THE CONSTITUTION OF THE ISLAMIC
REPUBLIC OF PAKISTAN WHICH STATES "ALL CONTRACTS MADE IN THE EXERCISE
OF THE EXECUTIVE AUTHORITY OF THE FEDERATION OR OF A PROVINCE SHALL BE
EXPRESSED TO BE MADE IN THE NAME OF THE PRESIDENT OR, AS THE CASE MAY
BE, THE GOVERNOR OF THE PROVINCE".
NOTICE TO RESIDENTS OF THE KINGDOM OF SAUDI ARABIA
THIS OFFERING CIRCULAR MAY NOT BE DISTRIBUTED IN THE KINGDOM OF SAUDI
ARABIA EXCEPT TO SUCH PERSONS AS ARE PERMITTED UNDER THE OFFERS OF
SECURITIES REGULATIONS ISSUED BY THE CAPITAL MARKET AUTHORITY.
THE CAPITAL MARKET AUTHORITY DOES NOT MAKE ANY REPRESENTATIONS AS TO
THE ACCURACY OR COMPLETENESS OF THIS OFFERING CIRCULAR, AND
BD-#26567584-v11
iv


EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS ARISING
FROM, OR INCURRED IN RELIANCE UPON, ANY PART OF THIS OFFERING CIRCULAR.
PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY SHOULD
CONDUCT THEIR OWN DUE DILIGENCE ON THE ACCURACY OF THE INFORMATION
RELATING TO THE SECURITIES. IF A PROSPECTIVE PURCHASER DOES NOT
UNDERSTAND THE CONTENTS OF THIS OFFERING CIRCULAR HE OR SHE SHOULD
CONSULT AN AUTHORISED FINANCIAL ADVISER.
NOTICE TO RESIDENTS OF MALAYSIA
THE CERTIFICATES MAY NOT BE OFFERED FOR SUBSCRIPTION OR PURCHASE AND
NO INVITATION TO SUBSCRIBE FOR OR PURCHASE THE CERTIFICATES IN MALAYSIA
MAY BE MADE, DIRECTLY OR INDIRECTLY, AND THIS OFFERING CIRCULAR OR ANY
DOCUMENT OR OTHER MATERIALS IN CONNECTION THEREWITH MAY NOT BE
DISTRIBUTED IN MALAYSIA OTHER THAN TO PERSONS FALLING WITHIN THE
CATEGORIES SET OUT IN SCHEDULE 6 OR SECTION 229(1)(B), SCHEDULE 7 OR
SECTION 230(1)(B) AND SCHEDULE 8 OR SECTION 257(3), READ TOGETHER WITH
SCHEDULE 9 OR SECTION 257(3) OF THE CAPITAL MARKET AND SERVICES ACT 2007
OF MALAYSIA. THE SECURITIES COMMISSION MALAYSIA SHALL NOT BE LIABLE FOR
ANY NON-DISCLOSURE ON THE PART OF THE ISSUER OR THE GOVERNMENT AND
ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF ANY STATEMENTS
MADE OR OPINIONS OR REPORTS EXPRESSED IN THIS OFFERING CIRCULAR.
AVAILABLE INFORMATION
For so long as any Certificates are "restricted securities" as defined in Rule 144(a)(3) under
the Securities Act, the Issuer will, during any period that it is neither subject to Section 13 or
15(d) of the United States Securities Exchange Act of 1934, as amended (the Exchange
Act), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, nor a foreign
government eligible to register securities under Schedule B of the Securities Act, furnish,
upon request, to any holder or beneficial owner of Certificates or any prospective purchaser
designated by any such holder or beneficial owner, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.
BD-#26567584-v11
v


TABLE OF CONTENTS
Page
Presentation of Financial Information........................................................................................vii
Forward Looking Statements.......................................................................................................x
Exchange Rate Information ........................................................................................................xi
Summary .................................................................................................................................... 1
Structure Diagram and Cash Flows............................................................................................ 6
Summary of the Offering ............................................................................................................ 8
Risk Factors.............................................................................................................................. 19
Terms and Conditions of the Certificates ................................................................................. 30
Global Certificates .................................................................................................................... 59
Description of the Issuer........................................................................................................... 64
Summary of the Principal Transaction Documents .................................................................. 66
Use of Proceeds ....................................................................................................................... 71
The Islamic Republic of Pakistan ............................................................................................. 72
Overview of Pakistan's Economy ............................................................................................. 88
Balance of Payments and Foreign Trade............................................................................... 130
Public Finance and Taxation .................................................................................................. 141
Public debt .............................................................................................................................. 148
Taxation .................................................................................................................................. 158
ERISA Considerations............................................................................................................ 163
Plan of Distribution.................................................................................................................. 165
Transfer Restrictions .............................................................................................................. 171
Legal Matters .......................................................................................................................... 175
Clearance and Settlement ...................................................................................................... 176
General Information................................................................................................................ 180
BD-#26567584-v11
vi


PRESENTATION OF FINANCIAL INFORMATION
Unless otherwise indicated, all information contained herein is given as of the date of this
offering memorandum. Certain figures included in this offering memorandum have been
subject to rounding adjustments. Accordingly, figures shown for the same category presented
in different tables may vary slightly and figures shown as totals in certain tables may not be
an arithmetic aggregation of the figures preceding them.
Unless otherwise specified or the context requires, references to dollars, U.S. dollars and
U.S.$ are to United States dollars and references to Rupees and Rs. are to the lawful
currency of the Islamic Republic of Pakistan. Historic amounts translated into Rupees or U.S.
dollars have been translated at historic rates of exchange. Such translation should not be
construed as a representation that the amounts in question have been, could have been or
could be converted into U.S. dollars at that or any other rate. The spot mid-rate between the
Rupee and the U.S.$ on 5 October 2016 as quoted by the State Bank of Pakistan (SBP) was
Rupees 104.79 to U.S.$1.00. References to billions are to thousands of millions. References
to SDR are to the Special Drawing Right, a unit of account having the meaning ascribed to it
from time to time by the Rules and Regulations of the International Monetary Fund (IMF).
References to any individual period as 2015-16 and so on are references to a fiscal year
commencing on 1 July in one year and ending on 30 June in the subsequent year.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
Pakistan is a foreign sovereign nation, and a substantial portion of the assets of Pakistan are
located outside the United States and the United Kingdom. As a result, it may not be possible
for investors to effect service of process, within the United States and/or the United Kingdom,
upon the Issuer or to enforce against it, in the United States courts or courts located in the
United Kingdom, judgments obtained in United States courts or courts located in the United
Kingdom, respectively, including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state or territory within the United States.
ENFORCEMENT OF FOREIGN JUDGMENTS IN PAKISTAN
In Pakistan, statutory recognition is given to foreign judgments under section 13 of the
Pakistan Code of Civil Procedure 1908 (the Code). This provides that a foreign judgment
shall be conclusive as to any matter thereby directly adjudicated upon except (i) where it has
not been pronounced by a court of competent jurisdiction, (ii) where it has not been given on
the merits of the case, (iii) where it appears on the face of the proceedings to be founded on
an incorrect view of international law or a refusal to recognise the law of Pakistan in cases
where such law is applicable, (iv) where the proceedings in which the judgment was obtained
were opposed to natural justice, (v) where it has been obtained by fraud, or (vi) where it
sustains a claim founded on a breach of any law in force in Pakistan.
Section 44A of the Code provides that where a foreign judgment has been rendered by a
court in any country or territory outside Pakistan which the Government has, by notification,
declared to be a reciprocating territory, it may be enforced in Pakistan as if the judgment has
been rendered by the relevant court in Pakistan. The High Court of Justice in England is a
court in a reciprocating territory for the purposes of section 44A and, accordingly, a money
judgment of that court would, subject to the exceptions contained in section 13 of the Code,
be enforceable as if the judgment were the judgment of a district court in Pakistan.
Accordingly, upon obtaining a foreign judgment, three possible courses are open to the
holder:
(a)
obtaining execution of the judgment by proceedings under section 44A, where these
provisions are applicable, as they are in the case of a judgment of the High Court of
Justice in England, for which the limitation period for initiating proceedings in Pakistan
is three years from the date of the English judgment;
(b)
filing a suit in Pakistan on the basis of the foreign judgment treating it as the cause of
action, for which the limitation period is six years from the date of the foreign judgment;
and
BD-#26567584-v11
vii


(c)
filing a suit in Pakistan on the original cause of action, for which the limitation period is
three years from when the cause of action arises.
In the case of proceedings described in paragraph (c) above, where the Pakistani court will
have the power to assess the damages, it is possible that a Pakistani court will not award
damages on the same basis as a foreign court, especially if it viewed the award of such
damages as being contrary to Pakistani public policy.
Section 82 of the Code requires a decree against the Government to specify a period within
which it is to be satisfied. If it remains unsatisfied at the expiry of such period, the Court
issuing such decree is required to issue a report for the Orders of the Provincial Government
within which such Court is situated. Execution proceedings can only be initiated against the
Government three months after the date of such report.
PRESENTATION OF STATISTICAL AND OTHER INFORMATION
References to Pakistan are to the Islamic Republic of Pakistan and references to the
Government are to the President of the Islamic Republic of Pakistan for and on behalf of the
Islamic Republic of Pakistan. References to the Economic Survey 2015-16 herein are to the
Economic Survey 2015-16 published on 2 June 2016 by the Government of Pakistan,
Finance Division, Economic Advisor's Wing, Islamabad. The Economic Survey, which is
published each year a few days before the presentation of the Federal Budget and presents a
view on the national economy based on provisional data for the first three quarters of the
fiscal year, is followed by the publication of its Statistical Supplement, in which the data
series are provisionally updated for the whole fiscal year. It should be noted that certain
historic data set out herein may be subject to minor amendments as a result of more accurate
and updated information becoming available. References to the Labour Force Survey 2014-
15 herein are to the labour force survey published in November 2015 by the Government of
Pakistan, Statistics Division, Pakistan Bureau of Statistics, Islamabad. The Labour Force
Survey 2014-15 presents information on labour force characteristics that have been collected
from a representative sample of 42,292 households to produce gender disaggregated
national and provincial level estimates with an urban/rural breakdown.
Prospective investors in the Certificates should be aware that none of the statistics in this
Offering Circular have been independently verified.
A portion of Pakistan's economy is comprised of an informal, or shadow, economy. The
informal economy is not recorded and is only partially taxed, resulting in not only lack of
revenue for the Government but also ineffective regulation, unreliability of statistical
information (including the understatement of GDP and the contributions to GDP of various
sectors) and inability to monitor a large portion of the economy. Although the Government is
attempting to address the informal economy by streamlining certain regulations, particularly
tax laws, there can be no assurances that such reforms will adequately address the issues
and bring the informal economy into the formal sector.
Although a range of governmental ministries produce statistics on Pakistan and its economy
in accordance with international standards, there may be inconsistencies in the compilation of
data and methodologies. The statistical information in this Offering Circular has been derived
from a number of different identified sources and is based on the latest official information
currently available from the stated source. Several statistics are provisional and are noted as
such where presented. The development of statistical information relating to Pakistan is,
however, an ongoing process, and revised figures and estimates are produced on a
continuous basis. All statistical information provided in this Offering Circular may differ from
that produced by other sources for a variety of reasons, including the use of different
assumptions, methodology, definitions and cut-off times.
Prospective investors in the Certificates should be aware that figures relating to Pakistan's
economy and many other aggregate figures cited in this Offering Circular are subject to
revision. Furthermore, standards of accuracy of statistical data may vary from ministry to
ministry or from period to period due to the application of different methodologies. In this
Offering Circular, data is presented as provided by the relevant ministry to which the data is
BD-#26567584-v11
viii


attributed, and no attempt has been made to reconcile such data to the data compiled by
other ministries or by other organisations, such as the IMF. Pakistan produces data in
accordance with the IMF's General Data Dissemination System, although the IMF standard
may not always be consistently applied.
Pakistan has also provided information on certain matters pertaining to documentation that
belongs to independent third parties. In some of these circumstances, Pakistan has relied on
reported information in presenting such matters but is unable to independently verify such
information.
BD-#26567584-v11
ix


FORWARD-LOOKING STATEMENTS
Some of the statements contained in this offering circular, including those under "Summary ­
The Islamic Republic of Pakistan", "The Islamic Republic of Pakistan" and "Overview of
Pakistan's Economy", are forward-looking. These statements are not historic facts, but are
based on the Government's current plans, estimates, assumptions and projections. When
used in this Offering Circular, the words "anticipates", "estimates", "expects", "believes",
"intends", "plans", "aims", "seeks", "may", "will", "should" and any similar expressions generally
identify forward-looking statements. Future events may differ materially from those expressed
or implied by such forward-looking statements. Therefore, prospective investors should not
place undue reliance on them. Forward-looking statements speak only as of the date they are
made, and the Issuer undertakes no obligation to update any of them in light of new
information or future events. Forward-looking statements involve inherent risks. The Issuer
cautions prospective investors that many factors could affect the future performance of the
Pakistani economy. These factors include, but are not limited to:
External factors such as:

interest rates in financial markets outside Pakistan;

the impact of changes in the credit rating of Pakistan;

the impact of changes in the international prices of commodities;

economic conditions in Pakistan's major export markets;

the impact of possible future regional instability; and

the decisions of international financial institutions and donor countries regarding the
amount and terms of their financial assistance to Pakistan, as well as
Internal factors such as:

general economic, political, social, legal and/or business conditions in Pakistan;

present and future exchange rates of the Pakistani currency;

foreign currency reserves;

natural disasters;

the impact of possible future social unrest or the security situation;

the level of domestic debt;

domestic inflation;

the ability of Pakistan to implement important economic reforms including its
privatisation programme;

the levels of foreign direct and portfolio investment; and

the levels of Pakistani domestic interest rates.
BD-#26567584-v11
x


Document Outline