Obligation Pakistania 6.75% ( XS1147732553 ) en USD

Pakistania

100 % ⇌

Pakistan

XS1147732553 ( en USD )

6.75% par an ( paiement semestriel )

03/12/2019 - Obligation échue

Prospectus brochure de l'obligation Pakistan XS1147732553 en USD 6.75%, échue

200 000 USD

1 000 000 000 USD

Le Pakistan est une république islamique d'Asie du Sud, bordée par l'Afghanistan, l'Iran, l'Inde, la Chine et le golfe d'Oman.

L'Obligation émise par Pakistania ( Pakistan ) , en USD, avec le code ISIN XS1147732553, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/12/2019

The President of the Islamic Republic of Pakistan
for and on behalf of the Islamic Republic of Pakistan
The Second 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 2019
Issue Price: 100 per cent
The U.S.$1,000,000,000 trust certificates due 2019 (the Certificates) of The Second 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 1 December 2014 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 Deutsche Trustee Company Limited (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 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 3 June and 3 December in each year, commencing on 3 June 2015 (each, a Periodic Distribution Date), the Issuer will pay Periodic Distribution Amounts (as defined
herein) to Certificateholders calculated at the rate of 6.75 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 3 December 2019
(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 17.
The Certificates are expected to be assigned a rating of "B-" by Standard & Poor's Ratings Services, (Standard & Poor's) and "Caa1" by Moody's Investors Service
Singapore Pte. Ltd. (Moody's). 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 or to, or for the account or benefit of U.S.
persons (as defined in Regulation S under the Securities Act ("Regulation S")) 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) to non U.S. persons in
offshore transactions in reliance on 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 who are also "qualified purchasers" (each
a "QP") as defined in Section 2(a)(51) of the Investment Company Act, acting for their own account or for the account of one or more QIBs who are also QPs (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, société anonyme (Clearstream,
Luxembourg) on 3 December 2014 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 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 Bank
Dubai Islamic Bank PJSC
Standard Chartered Bank
The date of this offering circular is 1 December 2014.

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.
The Joint Lead Managers have not 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 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 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.
i

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 Branch, the Executive Committee of the Fatwa &
Shariah Advisory Board of Dubai Islamic 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 to non-U.S. persons in offshore transactions in reliance on
Regulation S and within the United States in reliance on Rule 144A only to persons reasonably
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believed to be QIBs who are also QPs. 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, sales and transfers of Certificates and distribution of this offering circular, see "Plan of
Distribution" and "Transfer Restrictions".
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, THERE CAN BE NO ASSURANCE
THAT THE STABILISATION MANAGER(S) (OR ANY PERSON ACTING ON BEHALF OF THE
STABILISATION MANAGER(S)) WILL UNDERTAKE STABILISATION ACTION. ANY
STABILISATION ACTION MAY BEGIN ON OR AFTER THE ISSUE DATE AND, IF BEGUN,
MAY BE ENDED 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 NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES ANNOTATED, 1955, AS AMENDED (RSA), WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A
PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY
THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER
RSA CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED
IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO
MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
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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 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.
iv

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.
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TABLE OF CONTENTS
Page
Presentation of Financial Information.................................................................................................vii
Forward-Looking Statements................................................................................................................xi
Exchange Rate Information..................................................................................................................xii
Summary .................................................................................................................................................. 1
Structure Diagram and Cash Flows....................................................................................................... 5
Summary of the Offering........................................................................................................................ 7
Risk Factors ........................................................................................................................................... 18
Terms and Conditions of the Certificates............................................................................................ 28
Global Certificates................................................................................................................................. 49
Description of the Issuer ....................................................................................................................... 54
Summary of the Principal Transaction Documents ........................................................................... 56
Use of Proceeds ...................................................................................................................................... 61
The Islamic Republic of Pakistan......................................................................................................... 62
Overview of Pakistan's Economy......................................................................................................... 76
Balance of Payments and Foreign Trade........................................................................................... 106
Public Finance and Taxation .............................................................................................................. 115
Public Debt........................................................................................................................................... 120
Taxation................................................................................................................................................ 130
ERISA Considerations ........................................................................................................................ 135
Plan of Distribution ............................................................................................................................. 137
Transfer Restrictions........................................................................................................................... 143
Legal Matters....................................................................................................................................... 148
Clearance and Settlement ................................................................................................................... 149
General Information ........................................................................................................................... 153
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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 21 November 2014 as quoted by the
State Bank of Pakistan (SBP) was Rupees 101.66 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 2013-14 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;
vii

(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
(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 2013-14 herein are to the Economic Survey 2013-14
published on 2 June 2014 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 2012-
13 herein are to the labour force survey published in November 2013 by the Government of Pakistan,
Statistics Division, Pakistan Bureau of Statistics, Islamabad. The Labour Force Survey 2012-13
presents information on labour force characteristics that have been collected from a representative
sample of 35,067 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.
viii

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 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.
ix