Herbert Smith has recently advised Standard Chartered Bank as the arranger and dealer on the establishment of a S$750 million Euro Medium Term Note (“EMTN”) programme by LMIRT Capital Pte Ltd and the first two fixed rate note issues under that programme. The EMTN programme is guaranteed by HSBC Institutional Trust Services (Singapore) Limited, in its capacity as trustee of Lippo Malls Indonesia Retail Trust (the “LMIRT Trust”). The first two note issues under the EMTN programme comprise the series 1 S$200 million 4.88% Notes due 2015 and the series 2 S$50 million 5.875% Notes due 2017.
LMIRT Trust is a Singapore-based real estate investment trust (“REIT”) listed on the Singapore Stock Exchange and is the first and only Indonesian retail REIT. The sponsor of LMIR Trust is PT Lippo Karawaci Tbk, Indonesia’s largest listed property company by revenue and assets. This EMTN programme was designed for the issue of senior notes in the international Regulation S market, but in order to cater for local Singapore investors who are accustomed to seeing financial covenants in bonds offered by unrated Singapore issuers, it was structured with a few financial covenants customary in the local Singapore dollar market which falls away once the issuer obtains an investment grade rating.
The team at Herbert Smith was led by capital markets partner Philip Lee who was supported by associates Felipe Duqueand Nupur Kant.
Philip Lee commented:
“We are very pleased to have acted for Standard Chartered Bank on this transaction. It was a unique transaction in that it marries local Singapore covenants which fall away once the issuer obtains an investment grade rating, into an international EMTN programme which caters for senior notes. This structure allows the issuer to access a broader range of investors as it progresses to investment grade without having to change documentation”.
