Obligation Serba Dynamik Holdings 6.3% ( XS1900582476 ) en USD

Serba Dynamik Holdings

100 % ⇌

Malaisie

XS1900582476 ( en USD )

6.3% par an ( paiement semestriel )

08/05/2022 - Obligation échue

Prospectus brochure de l'obligation Serba Dinamik Holdings XS1900582476 en USD 6.3%, échue

Serba Dinamik Holdings est une société malaisienne cotée en bourse spécialisée dans les services d'ingénierie, de procurement, de construction et de maintenance (EPCM) pour les industries de l'énergie, pétrolière et gazière.

Une obligation, identifiée par le code ISIN XS1900582476, émise par Serba Dinamik Holdings, un conglomérat malaisien majeur ?uvrant dans la fourniture de solutions d'ingénierie complètes et de services intégrés aux industries pétrolière et gazière, énergétique et industrielle, et dont l'émission provenait de Malaisie, qui affichait un prix de marché de 100% au moment de son échéance, portait un taux d'intérêt de 6,3% en devise USD avec une fréquence de paiement semi-annuelle et est arrivée à maturité le 8 mai 2022, a été intégralement remboursée à cette date.

SD INTERNATIONAL SUKUK LIMITED
Company No. LL15097
(incorporated in the Federal Territory of Labuan, Malaysia with limited liability under the Labuan Companies Act, 1990)
SERBA DINAMIK HOLDINGS BERHAD
Company No. 1167905-P
(incorporated in Malaysia)
U.S.$300,000,000 Trust Certificates due 2022
The U.S.$300,000,000 trust certificates due 2022 (the "Certificates") of SD International Sukuk Limited (in its capacity as issuer, the "Issuer", and in its capacity
as trustee, the "Trustee") will be constituted by a declaration of trust (the "Declaration of Trust") dated 9 May 2019 (the "Issue Date") entered into between the
Trustee, Serba Dinamik International Ltd. (the "Obligor" or "SDIL") and The Hongkong and Shanghai Banking Corporation Limited as the delegate of the Trustee
(the "Delegate").
The Certificates confer on the holders of the Certificates from time to time (the "Certificateholders") the right to receive certain payments (as more particularly
described herein) arising from an undivided ownership interest in the assets of a trust declared by the Trustee pursuant to the Declaration of Trust (the "Trust")
over the Trust Assets (as defined in the terms and conditions of the Certificates (the "Conditions")) which will include, inter alia: (i) any and all of the rights, title,
interest, benefits and entitlements, present and future, of the Trustee in, to and under the Wakala Investment (as defined in the Conditions), (ii) any and all of the
interest, rights, benefits and entitlements, present and future, of the Trustee in, to and under the Transaction Documents, (iii) any and all moneys standing to the
credit of the Transaction Account (as defined in the Conditions) from time to time and (iv) all proceeds of the foregoing.
Pursuant to a wakala agreement to be entered into between the Trustee and SDIL (in such capacity, the "Wakeel") on the Issue Date in respect of the Certificates
(the "Wakala Agreement"), the Trustee shall appoint the Wakeel as its agent and shall instruct the Wakeel to perform certain duties in respect of the Wakala
Investment in accordance with the terms of the Wakeel Agreement and the Wakala Investment Plan (as defined in the Conditions). Pursuant to the Wakala
Agreement, the Wakeel shall perform certain obligations in relation to the Wakala Investment during the Wakala Investment Period (as defined herein) which
includes (i) investing the Initial Wakala Investment Amount (as defined herein) in the Shari'a compliant business of the Obligor on an unrestricted basis as a Wakala
bil Istithmar and (ii) managing the Wakala Investment, each in accordance with the Wakala Investment Plan and the Wakala Agreement.
Periodic Distribution Amounts (as defined herein) shall be payable subject to and in accordance with the terms and conditions of the Certificates (the "Conditions")
on the outstanding face amount of the Certificates from (and including) the Issue Date to (but excluding) 9 May 2022 (the "Scheduled Dissolution Date") at a
profit rate of 6.30 per cent. per annum. Payments on the Certificates will be made free and clear of, and without withholding or deduction for, or on account of,
any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within
Malaysia or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law to the extent described under Condition
10 (Taxation).
Unless previously redeemed or purchased and cancelled in full, the Certificates will be redeemed on the Scheduled Dissolution Date. The Certificates are subject
to redemption at the option of the Trustee in whole but not in part at their Dissolution Distribution Amount (as defined in the Conditions) at the Early Tax Dissolution
Date (as defined in the Conditions) in the event of certain changes affecting taxes of Malaysia or, in each case, any authority therein or thereof having power to
tax. The Guarantor or any of the Subsidiaries of the Guarantor may also purchase the Certificates pursuant to a Change of Control Offer (as defined in the
Conditions) or an Asset Disposition Offer (as defined in the Conditions).
Pursuant to a deed of guarantee to be entered into on the Issue Date (the "Deed of Guarantee"), Serba Dinamik Holdings Berhad ("Serba Dinamik" or the
"Guarantor") has agreed to guarantee (the "Trust Obligations Guarantee"), in favour of the Trustee and the Delegate (for and on behalf of the Certificateholders),
the payment of all sums expressed to be payable from time to time by SDIL (i) in its capacity as obligor under the Declaration of Trust, (ii) in its capacity as wakeel
under the Wakala Agreement and (iii) in its capacity as buyer under the commodity murabaha investment agreement to be entered into on the Issue Date (the
"Commodity Murabaha Investment Agreement"). The Certificates will be limited recourse obligations of the Trustee.
Investing in the Certificates involves certain risks. For further information, see "Risk Factors".
The Certificates have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The Certificates
are being offered outside the United States by the Joint Bookrunners and Joint Lead Managers in accordance with Regulation S under the Securities Act
("Regulation S"), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. For a description of these and certain further restrictions on offers and sales of the Certificates and the distribution of this
Offering Circular, see "Subscription and Sale".
The Certificates will be in registered form in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. Upon issue, the Certificates
will be represented by interests in a global certificate in registered form (the "Global Certificate") deposited on or before the Issue Date with, and registered in
the name of a nominee for, a common depositary (the "Common Depositary") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A.
("Clearstream, Luxembourg"). Interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by
Euroclear and Clearstream, Luxembourg. Definitive Certificates (as defined herein) evidencing holdings of interests in the Certificates will be issued in exchange
for interests in the Global Certificate only in certain limited circumstances described herein. See "Summary of Provisions Relating to the Certificates in Global
Form".
The Certificates are expected to be assigned a rating of BB- and BB- by Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies ("S&P") and
Fitch Ratings Inc. ("Fitch"), respectively. These ratings do not constitute a recommendation to buy, sell or hold the Certificates and may be subject to suspension,
reduction or withdrawal at any time by S&P, Fitch and/or Moody's.
Approval in-principle has been received from the Labuan International Finance Exchange Inc. (the "LFX"). The LFX does not take responsibility for the contents
of this document, makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon any part of the contents of this Offering Circular. Admission of the Certificates to the official list of the LFX is not to be taken as an indication
of the merits of the Trustee, the Obligor, their respective subsidiaries and associated companies or the Certificates. Approval in-principle has been received from
the Singapore Exchange Securities Trading Limited (the "SGX-ST") for the listing of, and quotation for, the Certificates on the SGX-ST. The SGX-ST assumes no
responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Offering Circular. Admission to the official list
of the SGX-ST and quotation of the Certificates on the SGX-ST is not to be taken as an indication of the merits of the Trustee, the Obligor, their respective
subsidiaries and associated companies or the Certificates. The Certificates will be traded on the SGX-ST in a minimum board lot size of not less than S$200,000
(or its equivalent in other currencies) for so long as the Certificates are listed on the SGX-ST.
While the transaction structure relating to the Certificates has been structured under the guidance of and approved by the Central Shari'a Committee of HSBC Bank
Middle East Limited, a prospective investor contemplating purchasing the Certificates should make its own independent investigation and determination as to
whether the offering and the investment in the Certificates will comply with the principles of Shari'a.
Sole Global Coordinator and Principal Advisor
HSBC
Joint Bookrunners and Joint Lead Managers
Credit Suisse
HSBC
The date of this Offering Circular is 2 May 2019.

NOTICE TO INVESTORS
THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN ANY JURISDICTION TO OR
FROM ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE THE OFFER OR SOLICITATION
IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY
SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE TRUSTEE, THE OBLIGOR, THE GUARANTOR
OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR THAT THE INFORMATION SET OUT IN
THIS OFFERING CIRCULAR IS CORRECT AS AT ANY DATE SUBSEQUENT TO THE DATE OF
THIS OFFERING CIRCULAR.
Each of the Trustee, the Obligor and the Guarantor, having made all reasonable enquiries,
confirms that (i) this Offering Circular contains all information with respect to the Trustee, the
Obligor, the Guarantor and each of their respective subsidiaries (together, the "Group"), the
Certificates and the Transaction Documents which is material in the context of the issue and
offering of the Certificates; (ii) the statements contained in this Offering Circular relating to the
Trustee, the Obligor, the Guarantor and the Group are in every material respect true and accurate
and not misleading; (iii) the opinions and intentions expressed in this Offering Circular with regard
to the Trustee, the Obligor, the Guarantor and the Group are honestly held, have been reached
after considering all relevant circumstances and are based on reasonable assumptions; (iv) there
are no other facts in relation to the Trustee, the Obligor, the Guarantor, the Group, the Certificates
or the Transaction Documents the omission of which would, in the context of the issue and offering
of the Certificates and the Transaction Documents, make any statement in this Offering Circular
misleading in any material respect; and (v) all reasonable enquiries have been made by the
Trustee, the Obligor and the Guarantor to ascertain such facts and to verify the accuracy of all
such information and statements. In addition, each of the Trustee, the Obligor and the Guarantor
accepts full responsibility for the accuracy of the information contained in this Offering Circular.
This Offering Circular has been prepared by the Trustee, the Obligor and the Guarantor solely for
use in connection with the proposed offering of the Certificates described in this Offering Circular.
The distribution of this Offering Circular and the offering and sale of the Certificates in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes
are required by the Trustee, the Obligor, the Guarantor, the Joint Bookrunners and the Joint Lead
Managers to inform themselves about and to observe any such restrictions. None of the Joint
Bookrunners and the Joint Lead Managers, the Delegate, the Agents, the Trustee, the Obligor or
the Guarantor or any person who controls them, or any director, officer, employee, representative,
agent, affiliate or adviser of any such person represents that this Offering Circular may be lawfully
distributed, or that the 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 assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Joint Bookrunners and the Joint Lead Managers, the
Delegate, the Agents, the Trustee, the Obligor or the Guarantor or any person who controls them,
or any director, officer, employee, representative, agent, affiliate or adviser of any such person
which is intended to permit a public offering of the Certificates or distribution of this Offering
Circular in any jurisdiction where action for that purpose is required. There are restrictions on the
offer and sale of the Certificates and the circulation of documents relating thereto in certain
jurisdictions including the United States, the United Kingdom, Hong Kong, Singapore and
Malaysia. For a description of further restrictions on offers and sales of Certificates and
distribution of this Offering Circular, see "Subscription and Sale" below.
Each prospective purchaser of the Certificates must comply with all applicable laws and
regulations in force in any jurisdiction in which it purchases, offers or sells the Certificates or
possesses or distributes this Offering Circular and must obtain any consent, approval or
permission required under any regulations in force in any jurisdiction to which it is subject or in
which it makes such purchases, offers or sales, and none of the Trustee, the Obligor, the
Guarantor, the Joint Bookrunners and the Joint Lead Managers shall have any responsibility
therefor.
i

No person is authorised to give any information or to make any representation not contained in
this Offering Circular and any information or representation not so contained must not be relied
upon as having been authorised by or on behalf of the Joint Bookrunners and the Joint Lead
Managers, the Delegate, the Agents, the Trustee, the Obligor or the Guarantor or any person who
controls them, or any director, officer, employee, representative, agent, affiliate or adviser of any
such person. Neither the delivery of this Offering Circular nor any sale made in connection
herewith shall, under any circumstances, create any implication that there has been no change in
the affairs of the Trustee, the Obligor or the Guarantor since the date hereof or the date upon
which this Offering Circular has been most recently amended or supplemented or that there has
been no adverse change in the financial position of the Trustee, the Obligor or the Guarantor since
the date hereof or the date upon which this Offering Circular has been most recently amended or
supplemented or that the information contained in it or any other information supplied in
connection with the Certificates is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
Neither this Offering Circular nor any other information supplied in connection with the issue of the
Certificates (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Joint Bookrunners and the Joint Lead Managers, the
Delegate, the Agents, the Trustee, the Obligor or the Guarantor or any person who controls them,
or any director, officer, employee, representative, agent, affiliate or adviser of any such person
that any recipient of this Offering Circular or any other information supplied in connection with the
issue of the Certificates should purchase any 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 Trustee, the Obligor and
the Guarantor. Furthermore, no comment is made or advice is given by any of the Joint
Bookrunners and the Joint Lead Managers, the Delegate, the Agents, the Trustee, the Obligor, or
the Guarantor or any person who controls them, or any director, officer, employee, representative,
agent, affiliate or adviser of any such person in respect of taxation matters relating to any
Certificates or the legality of the purchase of Certificates by an investor under applicable or similar
laws. None of the Joint Bookrunners and the Joint Lead Managers undertake to review the
financial condition or affairs of the Trustee, the Obligor or the Guarantor during the life of the
arrangements contemplated by this Offering Circular nor advise any investor or potential investor
in the Certificates of any information coming to the attention of the Joint Bookrunners and the Joint
Lead Managers.
Each potential investor in the Certificates must determine the suitability of that investment in light
of its own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the
Certificates, the merits and risks of investing in the Certificates and the information contained
in this Offering Circular;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Certificates and the impact such
investment will have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Certificates, including where the currency for principal or periodic distribution amounts is
different from the potential investor's currency;
(iv) understand thoroughly the terms of the Certificates and be familiar with the behaviour of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios
for economic, interest rate and other factors that may affect its investment and its ability to
bear the applicable risks.
ii

Each prospective investor is advised to consult its own tax adviser, legal adviser and business
adviser as to tax, legal, business and related matters concerning the purchase of Certificates.
To the fullest extent permitted by law, none of the Joint Bookrunners, the Joint Lead Managers,
the Delegate and the Agents or any person who controls them, nor any director, officer, employee,
agent, affiliate or adviser of any such person accepts any responsibility whatsoever for the
contents of this Offering Circular, or for any other statement made or purported to be made by the
Joint Bookrunners and the Joint Lead Managers, the Delegate or any Agent, as the case may be,
or on its behalf in connection with the Trustee, the Obligor, the Guarantor or the issue and offering
of the Certificates. The Joint Bookrunners and the Joint Lead Managers, the Delegate and the
Agents and any person who controls them, or any director, officer, employee, representative,
agent, affiliate or adviser of any such person accordingly disclaim all and any liability whether
arising in tort or contract or otherwise (save as referred to above) which they might otherwise have
in respect of this Offering Circular or any such statement. No representation or warranty,
expressed or implied, is made or given by or on behalf of the Joint Bookrunners and the Joint Lead
Managers, the Delegate and the Agents, nor any person who controls them, or any director,
officer, employee, representative, agent, affiliate or adviser of any such person, as to the
accuracy, completeness or fairness of the information or opinions contained in this document and
such persons do not accept responsibility or liability for any such information or opinions.
Each person receiving this Offering Circular acknowledges that such person has not relied on the
Joint Bookrunners and the Joint Lead Managers, the Delegate or the Agents or any person who
controls them, or any director, officer, employee, agent, affiliate or adviser of any such person in
connection with its investigation of the accuracy of such information or its investment decision.
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION
Solely for the purposes of its obligations pursuant to sections 309(B)(1)(a) and 309(B)(1)(c) of the
Securities and Futures Act (Chapter 289) of Singapore as modified or amended from time to time
including by any subsidiary legislation as may be applicable at the relevant time (together, the
"SFA"), the Trustee has determined and hereby notifies all relevant persons (as defined in
section 309A of the SFA) of the classification of the Certificates as prescribed capital markets
products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018
of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice
on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
LODGEMENT WITH SECURITIES COMMISSION MALAYSIA
In accordance with the Capital Markets and Services Act 2007 of Malaysia (the "CMSA"), a copy
of this Offering Circular will be lodged with the Securities Commission Malaysia, which takes no
responsibility for its contents. The issue, offer or invitation in relation to the Certificates in this
Offering Circular or otherwise are subject to the fulfilment of various conditions precedent
including without limitation, the lodgement of the documents and information in relation to the
Certificates with the Securities Commission Malaysia ("SC Lodgement"). The SC Lodgement has
been made pursuant to the Guidelines on Unlisted Capital Market Products under the Lodge and
Launch Framework (first issued on 9 March 2015 and revised and effective from 11 October 2018
as amended from time to time). The recipient of this Offering Circular acknowledges and agrees
that the SC Lodgement shall not be taken to indicate that the Securities Commission Malaysia
recommends the subscription or purchase of the Certificates. The Securities Commission
Malaysia shall not be liable for any non-disclosure on the part of the Trustee, the Obligor or the
Guarantor and assumes no responsibility for the correctness of any statements made or opinions
or reports expressed in this Offering Circular.
iii

INDUSTRY AND MARKET DATA
Market data and certain industry forecasts used throughout this Offering Circular have been
obtained from internal surveys, market research, publicly available information and industry
publications, including reports prepared by Vital Factor Consulting Sdn. Bhd ("VFC"). In particular,
certain information in this Offering Circular is extracted or derived from the report prepared by
VFC (the "VFC Report") which is included in Annex A to this Offering Circular. Industry
publications generally state that the information that they contain has been obtained from sources
believed to be reliable but that the accuracy and completeness of that information is not
guaranteed. Similarly, internal surveys, industry forecasts and market research, while believed to
be reliable, have not been independently verified, and none of the Trustee, the Obligor, the
Guarantor, the Joint Bookrunners and the Joint Lead Managers, the Delegate or the Agents or any
person who controls any of them, or any of their respective officers, employees, representatives,
advisers or agents, or any affiliate of any such person, makes any representation as to the
accuracy of that information. The Trustee, the Obligor and the Guarantor confirm that all such
third-party information has been accurately reproduced and, so far as the Trustee, the Obligor and
the Guarantor are aware and have been able to ascertain from that published information, no facts
have been omitted which would render the reproduced information inaccurate or misleading.
STABILISATION
In connection with the issue of the Certificates, The Hong Kong and Shanghai Banking
Corporation Limited, acting in its capacity as stabilisation manager (the "Stabilising Manager")
(or persons acting on behalf of the Stabilising Manager) may over-allot Certificates or effect
transactions with a view to supporting the market price of the Certificates at a level higher than
that which might otherwise prevail, but in so doing, the Stabilising Manager shall act as principal
and not as agent of the Trustee or the Obligor. However, there is no assurance that the Stabilising
Manager (or persons acting on behalf of such Stabilising Manager) 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 and 60 days
after the date of the allotment of the Certificates. The Stabilising Manager (or persons acting on
behalf of the Stabilising Manager) must conduct such stabilisation in accordance with all
applicable laws and rules.
FORWARD-LOOKING STATEMENTS
This Offering Circular includes forward-looking statements regarding, amongst other things, the
Group's business, results of operations, financial conditions, cash flow, future expansion plans
and business strategy. These forward-looking statements can be identified by the use of
forward-looking terminology, including the words and terms "believe", "expect", "plan",
"anticipate", "intend", "aim", "project", "seek", "should", "will", "would", "could", "schedule",
"estimate" or, in each case, their negative or other variations or comparable terminology. These
forward-looking statements include all matters that are not historical facts. They appear in a
number of places throughout this Offering Circular and include statements regarding the Group's
intentions, beliefs or current expectations concerning, among other things, the Group's results of
operations, financial condition, liquidity, prospects, growth, strategies and the industry in which
the Group operates.
By their nature, forward-looking statements are subject to numerous assumptions, risks and
uncertainties because they relate to events and depend on circumstances that may or may not
occur in the future. Investors are cautioned that forward-looking statements are not guarantees of
the Group's future performance and their actual results of operations, financial condition and
liquidity, and the development of the industries in which they operate, may differ materially from
those made in or suggested by the forward-looking statements contained in this Offering Circular.
In addition, even if the Group's results of operations, financial condition and liquidity and the
iv

development of the industries in which the Group operates are consistent with the forward-looking
statements contained in this Offering Circular, those results or developments may not be
indicative of results or developments in subsequent periods. These forward-looking statements
and any other projections contained in this Offering Circular (whether made by the Group or by
any third party) involve known and unknown risks, including those disclosed under the caption
"Risk Factors", uncertainties and other factors that may cause the actual results, performance or
achievements to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements or other projections.
The factors that could cause the Group's actual results, performances and achievements to be
materially different include, among others:
·
general political, social and economic conditions in globally, in Malaysia and in the Middle
East;
·
availability and costs of bank loans and other forms of financing;
·
changes in competitive conditions and the Group's ability to compete under these conditions;
·
the Group's ability to manage working capital and operating expenditure requirements;
·
the Group's ability to achieve planned expansions or any development strategies;
·
any departure of key management personnel;
·
foreign exchange controls and fluctuations in exchange rates and interest rates; and
·
certain government regulations, policies and other factors beyond the Group's control.
The cautionary statements set forth above should be considered in connection with any
subsequent written or oral forward-looking statements that the Trustee, the Obligor, the Guarantor
or persons acting on their behalf may issue. Neither the Trustee, the Obligor nor the Guarantor
undertakes any obligation to review or confirm analysts' expectations or estimates or to release
publicly any revisions to any forward-looking statements to reflect events or circumstances after
the date of this Offering Circular.
Any forward-looking statements speak only as of the date of this Offering Circular. Comparisons
of results for current and any prior periods are not intended to express any future trends or
indications of future performance and should only be viewed as historical data.
PRESENTATION OF FINANCIAL INFORMATION AND OTHER DATA
Audited and Reviewed Financial Information
Unless otherwise indicated, financial information in this Offering Circular has been prepared in
accordance with Malaysian Financial Reporting Standards ("MFRS") issued by the Malaysian
Accounting Standards Board (the "MASB"). MFRS differs in certain respects from generally
accepted accounting principles in other countries, including International Financial Reporting
Standards ("IFRS"), which differences might be material to the financial information presented
herein. Potential investors should consult their own professional advisers for an understanding of
the difference between MFRS, IFRS and accounting principles in certain other jurisdictions, and
how those differences might affect the financial information presented herein. In making an
investment decision, investors must rely upon their own independent examination of the Obligor,
the Group, the terms of this offering and the recent financial information of the Obligor and the
v

Group. Unless specified or the context otherwise requires, all financial information in this Offering
Circular is presented on a consolidated basis.
This Offering Circular contains (i) the audited consolidated financial information of Serba Dinamik
as at and for the years ended 31 December 2016, 2017 and 2018 ("Serba Dinamik's Audited
Consolidated Financial Information"), and (ii) the audited consolidated financial information of
Serba Dinamik Group Berhad ("SDGB") for the years ended 31 December 2016, 2017 and 2018
("SDGB's Audited Consolidated Financial Information"). See "Presentation and Comparability
of Financial Information" below. Serba Dinamik's Audited Consolidated Financial Information has
been derived from Serba Dinamik's consolidated financial statements for the years ended
31 December 2017 and 2018 (the "Serba Dinamik's Audited Consolidated Financial
Statements") and SDGB's Audited Consolidated Financial Information has been derived from
SDGB's consolidated financial statements for the years ended 31 December 2017 and 2018 (the
"SDGB Audited Consolidated Financial Statements"), each of which have been audited by
KPMG PLT (the "Independent Auditors") in accordance with the standards and guidance issued
by the MASB. Serba Dinamik's and SDGB's consolidated financial statements for the year ended
31 December 2017 each contain comparative figures for the year ended 31 December 2016.
Presentation and Comparability of Financial Information
Serba Dinamik was incorporated on 2 December 2015 as a private limited company and was
subsequently converted to a public limited company on 13 May 2016 in preparation for its initial
public offering on the Bursa Malaysia's main market. As part of the pre-IPO restructuring, Serba
Dinamik subsequently acquired the entire issued and paid-up share capital of SDGB in May 2016,
forming the Group, with Serba Dinamik as the parent company of the Group (the "Pre-IPO
Restructuring").
As a result, Serba Dinamik's Audited Consolidated Financial Information is presented on the basis
of a seven-month year for the financial year ended 31 December 2016 (reflecting the period from
25 May 2016 to 31 December 2016) and on the basis of 12-month years for the financial year
ended 31 December 2017 and 2018. For these reasons, comparative discussions of Serba
Dinamik in this Offering Circular refer only to its operating and financial performance as at and for
the financial years ended 31 December 2017 and 2018. A summary and explanation of the
differences between Serba Dinamik's Audited Consolidated Financial Information and SDGB
Audited Consolidated Financial Information is presented in "Management's Discussion and
Analysis of Financial Condition and Results of Operations Differences between SDGB's and the
Guarantor's results of operations for the year end 31 December 2018".
For these reasons, the period-to-period comparison of Serba Dinamik's Audited Consolidated
Financial Information and SDGB Audited Consolidated Financial Information, as well as the
non-MFRS financial measures described below, may not be meaningful and caution should
accordingly be exercised in using such comparisons as a basis for any investment decision or to
predict the future performance of the Group.
Non-MFRS Financial Measures
As used in this Offering Circular, a non-MFRS financial measure is one that purports to measure
historical or future financial performance, financial position or cash flows, but excludes or includes
amounts that would not be so excluded or included in the most comparable MFRS measures.
"EBITDA" is a non-MFRS financial measure which is defined as earnings before interest, tax,
depreciation and amortisation.
EBITDA, as used in this Offering Circular, is a supplemental financial measure of the Group's
performance and is not required by, or presented in accordance with, MFRS or generally accepted
vi

accounting principles in certain other countries. Furthermore, EBITDA is not a measure of
financial performance or liquidity under MFRS or any other generally accepted accounting
principles and should not be considered as an alternative to net income, operating income or any
other performance measures derived in accordance with MFRS or any other generally accepted
accounting principles. EBITDA should not therefore be considered in isolation from, or a substitute
for, the analysis of the financial condition or results of operations of the Group, as reported under
MFRS. Further, EBITDA may not reflect all of the financial and operating results and requirements
of the Group. In particular, EBITDA does not reflect the Group's needs for capital expenditures,
debt servicing or additional capital that may be required to replace assets that are fully
depreciated or amortised. Other companies may calculate or define EBITDA differently, limiting its
usefulness as a comparative measure.
Serba Dinamik believes that this supplemental financial measure (i) facilitates operating
performance comparisons for the Group from period to period by eliminating potential differences
caused by variations in capital structures (affecting interest expense), tax positions (such as the
impact on periods of changes in effective tax rates or net operating losses) and the age and book
depreciation of tangible assets (affecting relative depreciation expense), and (ii) is useful for
investors in assessing the Group's ability to incur and service its debt, including the Certificates
to be issued hereunder.
Serba Dinamik has presented this supplemental financial measure because it believes such
measure is frequently used by securities analysts and investors in evaluating similar issuers, and
this data is not necessarily indicative of the results that may be expected for the financial year
ending 31 December 2019, and should not be used as the basis for, or prediction of, an annualised
calculation. Further, EBITDA has limitations as an analytical tool, and investors should not
consider it in isolation from, or as a substitute for analysis of, the Group's financial condition or
results of operations as reported under MFRS. In addition, EBITDA as presented in this Offering
Circular is calculated differently from "Consolidated EBITDA" as defined in the Deed of
Guarantee, which is used in connection with the limitation on incurrence of indebtedness covenant
in the Trust Obligations Guarantee, as well as certain of the Group's financing agreements. Due
to these limitations, EBITDA should not be considered as a measure of discretionary cash
available to the Group to invest in the growth of our businesses.
For further information, see "Summary Financial Information" for a reconciliation of the Group's
gross profit to EBITDA.
CERTAIN DEFINED TERMS AND CURRENCY PRESENTATION
The Obligor publishes its financial statements in Malaysian Ringgit. In this Offering Circular,
references to "Malaysian Ringgit", "Ringgit" or "RM" are to the lawful currency of Malaysia,
references to "United States dollars", "U.S. dollar", "U.S. dollars", "U.S.$" are to the lawful
currency of the United States and references to "Singapore Dollars" or "S$" are to the lawful
currency of Singapore. See "Exchange Rates and Exchange Controls" for certain information
regarding the rates of exchange between the Ringgit and the U.S. dollar.
For the convenience of the readers, certain Malaysian Ringgit amounts have been translated into
U.S. dollar amounts, based on the prevailing exchange rate of RM4.1360 = U.S.$1.00 as of
31 December 2018, being the closing exchange rate for Malaysian Ringgit against U.S. dollars
dealt on those dates by Bank Negara Malaysia ("BNM"), the Central Bank of Malaysia. Such
translations should not be construed as representations that the Malaysian Ringgit or U.S. dollar
amounts referred to could have been, or could be, converted into Malaysian Ringgit or
U.S. dollars, as the case may be, at that or any other rate or at all.
vii

ROUNDING OF AMOUNTS
Certain monetary amounts and percentages in this Offering Circular have been subject to
rounding adjustments; accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures which precede them. Any discrepancies in the tables
included herein between the listed amounts and totals thereof are due to rounding.
NOTICE TO U.K. RESIDENTS
The Certificates constitute "alternative finance investment bonds" within the meaning of
Article 77A of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 as
amended by the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment)
Order 2010. This Offering Circular is not being distributed to, and must not be passed on to, the
general public in the United Kingdom.
The distribution in the United Kingdom of this Offering Circular and any other marketing materials
relating to the Certificates is being addressed to, or directed at, only the following persons:
(i) persons who are Investment Professionals as defined in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order");
(ii) persons falling within any of the categories of persons described in Article 49 of the Financial
Promotion Order; and (iii) any other person to whom it may otherwise lawfully be made in
accordance with the Financial Promotion Order. Persons of any other description in the United
Kingdom may not receive and should not act or rely on this Offering Circular or any other
marketing materials in relation to the Certificates.
Potential investors in the Certificates in the United Kingdom are advised that all, or most, of the
protections afforded by the United Kingdom regulatory system will not apply to an investment in
the Certificates and that compensation will not be available under the United Kingdom Financial
Services Compensation Scheme.
Any individual intending to invest in the Certificates should consult his professional adviser and
ensure that he fully understands all the risks associated with making such an investment and that
he has sufficient financial resources to sustain any loss that may arise from such investment.
THE KINGDOM OF SAUDI ARABIA NOTICE
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 of the Kingdom of Saudi Arabia (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 Certificates should conduct their own due diligence on the accuracy of the
information relating to the Certificates. If a prospective purchaser does not understand the
contents of this Offering Circular, he or she should consult an authorised financial adviser.
NOTICE TO BAHRAIN RESIDENTS
In relation to investors in the Kingdom of Bahrain, securities issued in connection with this Offering
Circular and related offering documents may only be offered in registered form to existing account
holders and accredited investors as defined by the Central Bank of Bahrain (the "CBB") in the
Kingdom of Bahrain where such investors make a minimum investment of at least U.S.$100,000
or the equivalent amount in any other currency or such other amount as the CBB may determine.
viii