$2,5b Bond Lease Contract

Download as pdf or txt
Download as pdf or txt
You are on page 1of 17

Address: 10 Anson Road, #27-04, (S) 079903

Tel No: +6598511599

Email: [email protected]
NON RECOURSE LOAN A GREEMENT FOR US$ 2,5 BILLION (TWO POINT FIVE BILLIONUNITED
STATES DOLLARS) BOND (MTN)

Transaction Code/Sender: MT542/2.5B/HSBC/MTN


Transaction Code/Receiver: OSA-3GBA022014A

Agreement date: February 01, 2019

BETWEEN
Party 1 / Sender
TC HOLDINGS AG ASIA LTD & PARTNER
RICARDO DE JESUS BENTO & CIA LTDA.
Address : 99 QUEENS ROAD, CENTRAL, HONG KONG
Represented by: Monseler Günter
Title : Executive Director
Nationality : Germany
Passport Number : LFN30VGNW

AND

Party 2 / Receiver/MONETISER
Company Name: : DOUBLE A GLOBAL FUNDING PTE LTD Address:
10 ANSON ROAD #27-04 SINGAPORE

Represented by: ALAN JEREMIAH A.K.A WONG FOOK KWONG

Title: CEO

Nationality: SINGAPOREAN
Passport Number:E5249042N

Email Address: [email protected]


Mobile Phone Number: +65 9851 1599

In the following both are referred to as "PARTIES".

The PARTIES hereto agree on the content and consequences of this Agreement.

Party 1 agrees to transfer by SWIFT MT542 an International Bond with ISIN: US404280BJ78 Bond/Medium Term Note (MTN)
in the amount of US$2,500,000,000.00 (Two Billion five hundred million United States Dollar) which will be transmited
in smaller denomination of USD$1,000,000,000.00 per tranche in 2 times plus
USD$500,000,000.00(USD$1B+1B+0.5B=2,5B) to the account of Party 2 as nominated below in paragraph II. After receipt
of the MT542 and its positive verification, Party 2 irrevocably guarantees to pay within max ten (10) working days to Party 1 the
lease fee of 10% of total face value plus 2% of total face value commission fees as nominated in the Procedures IV.

Transfer of Bond via Swift MT542


Party 1 shall instruct the sending Bank to transfer the Bond (APPENDIX B) via Swift MT542 (free delivery) from the
following sending bank:

Swift MT542 Sender Bank: HSBC or from its depository bank

Party 1 will send a copy of the Swift messages along with the confirmation answer back via email to Party 2.

Receipt of Bond via Swift542


Party 2 will receive the delivery of the Swift messages of the Bond in his nominated account as described in detail below:
Swift MT542 Receiving Bank:

RECEIVER‘S / MONETISER BANK COORDINATES RECEIVED MT 542 AND PAYMENT MT 103

BANK NAME: HSBC BANK PLC, LONDON


Bank addres 1 Prospect Place, Darlington, Co. Durham, DL3,England
Account Name: GBA INVESTMENT GROUP (UK) Limited
Account Type: BUSINESS A/C
Sort Code: 40 19 03
Account Number: 82368935
SWIFT: HBUKGB4B
IBAN. GB45HBUK 401903 82 3689 35
Bank officer George Leaver / Business Specialist
*PARTY A AND PARTY B RESERVE THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT
ANYTIME BY PROVIDING WRITTEN REQUEST TO THE UNDERSIGNED

Funding of Bond Swift MT542/MTN


As nominated in the Procedures below "IV".

Bank Coordinates for receipt of Lease Fee of 10% of total face value (US$250.000.000,00/two hundred and Fifty
million United States Dollar):

Bank Coordinates for receipt of Lease Fee of 8% of total face value (US$200.000.000,00/two hundred million
United States Dollar):

Bank Name: Sparkasse Passau


Bank Address: Nikolaistrasse 1 – D-94032 Passau – Germany
Swift – BIC Code: BYLADEM1PAS
Account Name: Monseler Günter
Account Number: 0030 365 365
IBAN: DE52 7405 0000 0030 3653 65
Reference: Private Credit MT542/2.5B/HSBC/MTN

Bank Coordinates for receipt of Lease Fee of 2% of total face value (US$50.000.000,00/Fifty million United
States Dollar):
BANK NAME: BANK POLSKİ
Oddzial 1w Slubicach, Zespol Obslugi Klienta; UL. Dabrowki 24, 69-100 Slubice -
BANK ADDRESS Poland

ACCOUNT NAME: KURT UWE PALM

IBAN (EUR): PL52 1020 2036 0000 0002 0112 2720

BIC / SWIFT CODE: BPKOPLPW

BANK OFFICER NAME: Mrs. Maciej Kusz

BANK TELEPHONE/FAX:
0048546 225830942 / 0048546 225830589
REFERENCE
COMMISSION FEE from Transaction:MT542/2.5B/HSBC/MTN
Bank Coordinates for receipt of the commission of 2% of total face value (US$50.000.000,00/fifty million United
States Dollars):
PARTY 1 FACILITATORS & INTERMEDIARIES BANKING DETAILS TO RECEIVE THE COMMISSION FEES OF 1%
(ONE PERCENT) OF THE FACE VALUE OF THE BOND

BANK NAME Liechtensteinische Landesbank AG


BANK Städtle 44, P. O. Box 384, 9490 Vaduz, Liechtenstein
ADDRESS
SWIFT CODE LILALI2X
ACCOUNT VALARO ESTABLISHMENT
NAME
ACCOUNT NO. 5479.7821.2001
IBAN LI7808800547978212001

REFERENCE Commission On Transaction of Private Credit MT542/2.5B/HSBC/MTN

PARTY 2 FACILITATORS & INTERMEDIARIES BANKING DETAILS TO RECEIVE THE COMMISSION FEES OF 0.66%
(ZERO POINT SIX SIX PERCENT) OF THE FACE VALUE OF THE BOND
BANK NAME UNITED ARAB BANK
BANK ADDRESS AL KHALIDIYA BR.9014, UNITED ARAB EMIRATE
ACCOUNT NUMBER 9014177620001
ACCOUNT NAME MOHAMED MOKHTAR ACHEK
SWIFT CODE UARBAEAA
IBAN AE200460009014177620001
REFERENCE COMMISSION FEE from Transaction:MT542/2.5B/HSBC/MTN

PARTY 2 FACILITATORS & INTERMEDIARIES BANKING DETAILS TO RECEIVE THE COMMISSION FEES OF 0.34%
(ZERO POINT THREE FOUR PERCENT) OF THE FACE VALUE OF THE BOND
BANK NAME Eurobank Bulgaria AD

BANK ADDRESS 14, Tzar Osvoboditel Blvd. 1048 Sofia, Bulgaria

Account Name PRONANOTECH Procedures

Account Number BG54BPBI7942 1422 4334 01

SWIFT CODE BPBIBGSF


REFERENCE COMMISSION FEE from Transaction:MT542/2.5B/HSBC/MTN

1. PARTY 1 and PARTY 2 execute, sign and initial this Agreement, which thereby automatically becomes a full commercial
recourse contract.
2. Within three (3) to five (5) banking days after concluding this contract, PARTY 1 will issue and send the Bond/MTN via
Swift MT542 to the receiving bank and email a copy of the SWIFT message to PARTY 2;
3. After receiving and confirming of the MT542, PARTY 2 will pay within max ten working days the lease fee of Ten (10)
percent of total face value and also the commission of two (2) percent of total face value via wire transfer to account of
PARTY 1 and Email copy of the transfer to PARTY 1.
4. Party 2 can use the bank instrument for 365 days and before it's maturity date shall return it to the issuer bank without
any liens or encumbrances.
5. In case that Party 2 don’t return the MTN to Party 1, Party 2 have to pay to Party 1 the total amount of
US$2.500.000.000,00/two billion five hundred million USD) plus all costs for courts and lawyers.

I. Other terms and conditions


1. This agreement is strictly confidential between the signing PARTIES. It may not be distributed or the content
disclosed to other parties. Does one party intentionally or by accident violate the confidentiality, the party can be held
liable for all resulting damages by the other party.
2. All information, negotiations that are related to the execution of this agreement will be realized with full transparency
and disclosure between the parties and their representatives or power of attorneys. The parties agree not to circumvent
each other and accept that any violation of this non-circumvention clause will be ruled according to the rules of the
International Chamber of Commerce (ICC), Paris according to the ICC document "Y432/A" and the SEC Act "1933/1934
and appendixes".
3. Each party is responsible for its own tax declarations.
4. This agreement becomes valid after the signing of both PARTIES.
5. This agreement is ruled by international law.
6. In case a clause of this contract is invalid the rest of the agreement stays valid as agreed between the PARTIES.
7. PARTY 1 provides the bank instrument knowing that the recipient will rely on it being real, valid, and of non-criminal
sources and agrees to indemnify and hold-harmless all recipients and all parties involved with this transaction
(including intermediaries) against any and all claims resulting from any misrepresentation of the validity and legality of
the bank instrument.
8. Party 1 has given the fiduciary right and authority to… Dr. Francis Agbelusi… as Consultant to negotiate with Party 2
on his behalf and handle all matters and finances pertaining to this transaction.
9. Any changes or amendments to this agreement need to be in writing and are only valid if both PARTIES sign them.
10. In the event that the transaction was not performed or only performed in part, the Parties listed above shall not hold
the undersigned Payer responsible for any expenses, charges and/or cost, or hold the Payer liable for any civil and
criminal actions. The unperformed part of this Agreement will therefore automatically become null and void. It is
possible that the program can be stopped regarding to the financial market situations – in this case any claims for
damages are impossible.
11. The Parties further stipulate and agree that duly executed facsimile copies and electronic mails shall be acceptable
and shall be considered to be as valid, legal and binding upon The Parties as the originals thereof.

Agreed and accepted as of the last date indicated below by all Parties to this Agreement.

Agreed and Accepted by the PARTY 1:


Date: February 01, 2019

_____________________________________
TC HOLDINGS AG ASIA LTD
Mr. Günter Monseler
(Chief of operations)
Passport : LFN30VGNW
Country of Issue : GERMANY
Issue Date : 29-01-2015
Expiry Date : 28-01-2025

Agreed and Accepted by the PARTY 2:


Date: February 03, 2019
FOR AND ON BEHALF OF PARTY A: DOUBLE A GLOBAL FUNDING PTE LTD

NAME : WONG FOOK KWONG

PASSPORT NO : E5249042N

ISSUED DATE 09/11/2015

EXPIRY 14/02/2021:

PASSPORT OF THE PARTY 1 / PROVIDER / SENDER OF THE PRE-ADVICE:

PASSPORT OF THE PARTY 2 / RECEIVER:


APPENDIX “A”
SWIFT MT542 DOCUMENTS
RECEIVING BANK APPROVAL MT 542 VEEBIAGE

TRANSACTION CODE: OSA-3GBA022014A

MTN NO:

CURRENCY: EURO

AMOUNT:

AGES: 10 YEARS

ISSUING DATE: XX / 05/ 20xx


MATURITY DATE: XX / 05/ 20xx

COUPON: x%

FOR THE VALUE RECEIVED, WE XXXXXX BANK, PLC, ADDRESS 1 CHURCHILL PLACE, LONDON E14 5HP UNITED KINGDOM
HEREBY IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST OR NOTIFICATION PROMISE AND GUARANTEE TO PAY
ON TIME, IN FULL AND WITHOUT DELAY, AGAINST THIS MEDIUM TERM NOTED (MTN) IN FAVOUR OF XXXXXXXXXXXXXXX.
ACCOUNT NO.: XXXXXXXXXX THE BEARER OR HOLDER THEREOF, AT MATURITY THE SUM OF 1,500,000,000.00 (ONE
BILLION AND FIVE HUNDRED MILLION EUROS) IN THE LAWFUL CURRENCY THE EUROPEAN CURRECY.

SUCH PAYMENT WILL BE UPON PRESENTATION AND SURRENDER OF THIS MEDIUM TERM NOTED (MTN) AT THE OFFICE OF
BARCLAYS BANK, PLC WITHOUT SETOFF AND FREE AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEE OR WITHHOLDING OF
ANY NATURE NOW OR HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF THE
ISSUING OR PAYING BANK OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.

THIS MEDIUM TERM NOTED (MTN) SHALL BE GOVERNED AND BE CONSTRUED IN ACCORDANCE WITH THE UNIFORM
RULES FOR DEMAND GUARANTEE (URDG), AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS,
FRANCE ICC PUBLICATION #600.

THIS MEDIUM TERM NOTED (MTN) IS TRANSFERABLE, ASSIGNABLE AND DIVISIBLE WITHOUT PRESENTATION TO US.

For and on Behalf of

I. RECEIVER /MONETISER INFORMATION SHEET

In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the Federal
Banking Commission Circular of December 1998, concerning the prevention of money laundering, and
Article 305 of the Swiss Criminal Code, the following information may be supplied to banks and/or other
financial institutions for the purpose of verification of identity and activities of the investing Member,
and the nature and origin of the funds that are to be utilized. All parties have an obligation to respect
professional secrecy and to take all appropriate precautions to protect the confidentiality of the
information each holds in respect of the others’ activities. This legal obligation shall remain in full force
and effect at all times.

Date: 17.1.2018

1) Client Name (Signatory): WONG FOOK KWONG


2) Citizenship: SINGAPORE
3) Passport Number: N
4) Passport Issue Date: 09/11/2015
5) Federal ID Number: NA
6) Date of Birth: 10/12/1966
7) Home Address: 10 ANSON ROAD 26-04
8) Home Fax Number: NA
9) Home Telephone Number: NA
10) Cellular Phone Number: +65 9851 1599
11) DIRECT Email Address: [email protected]

12) Business Name: DOUBLE A LOBAL FUNDING Pty Ltd


Business Address: 10 ANSON ROAD #26-04
13) Registered Office: 10 ANSON ROAD 326-04
15) Business Fax Number: NA
16) Business Phone Number: NA
17) Email Address: [email protected]
Address: 10 Anson Road, #27-04, (S) 079903

Tel No: +6598511599

Email: [email protected]
NON RECOURSE LOAN A GREEMENT FOR US$ 2,5 BILLION (TWO POINT FIVE BILLIONUNITED
STATES DOLLARS) BOND (MTN) LTV 40 %@FACE VALUE

18) Bank: DBS BANK


19) Branch and Branch Blk, 304 Choa Chu Kang Ave 4, #01-657/659, 680304
Address:

20) Bank Officer’s Name: Ms JENNIFER


21) Telephone Number(s) 1800 1111111

22) Fax Number: NA

23) Account Name: DOUBLE A GLOBAL FUNDING PTE LTD


24) Account Number: 0066 001282 -01-2

25) SWIFT Code: DBSSSGSG


26) Funds available for Yes
transaction

27) Account Signatory: WONG FOOK KWONG


28) Total Funds available for Sufficient Funds
tranction:
29) Origin of funds: legitimate Business

Earnings from: Company Renveue


30) Are funds free and clear? Yes
Explain as needed Not Needed
31) Lawyer Name T c siva and partners
32) Lawyers Phone: +63232233
33) Lawyers Address: People park
34) Accountants Name: Na
35) Accountants Phone: Na
36) Accountants Address: Na

Attached hereto as Evidence of the Companies registration is copy of the Companies Business
License and Secretary of State Certificateusines of good standing

It is agreed that facsimile or Electronic copies of this Client Information Sheet, or any other
associated documents to this transaction, are as valid and legal as delivered original
Address: 10 Anson Road, #27-04, (S) 079903

Tel No: +6598511599

Email: [email protected]
NON RECOURSE LOAN A GREEMENT FOR US$ 2,5 BILLION (TWO POINT FIVE BILLIONUNITED
STATES DOLLARS) BOND (MTN) LTV 40 %@FACE VALUE

I, WONG FOOK KWONG Hereby Swear, under penalty of perjury, the information given above
is accurate and true.

SIGNED ON THE 15TH OF FEBRUARY 2018


FOR AND ON BEHALF OF PARTY A: DOUBLE A GLOBAL FUNDING PTE LTD

NAME : WONG FOOK KWONG

TITLE :

PRESIDENT PASSPORT
NO. :

E5249042N
COUNTRY

SINGAPORE
ISSUED
DATE :

09/11/2015

EXPIRY DATE :

14/02/2021
Address: 10 Anson Road, #27-04, (S) 079903

Tel No: +6598511599

Email: [email protected]
NON RECOURSE LOAN A GREEMENT ELECTRONICFOR US$ 2,5
DOCUMENT BILLION (TWO POINT FIVE BILLIONUNITED
TRANSMISSIONS
STATES DOLLARS) BOND (MTN) LTV 40 %@FACE VALUE
EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract.
As applicable, this agreement shall be:-
Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act’’ or such other applicable law
conforming to the UNCITRAL Model Law on Electronic Signatures (2001)

ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for
Trade Facilitation and Electronic Business (UN/CEFACT).

EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request
hard copy of any document that has been previously transmitted by electronic means provided however, that any such
request shall in no manner delay the parties from performing their respective obligations and duties under EDT instrument.

*************end of contract****************
Address: 10 Anson Road, #27-04, (S) 079903

Tel No: +6598511599

Email: [email protected]
NON RECOURSE LOAN A GREEMENT FOR US$ 2,5 BILLION (TWO POINT FIVE BILLIONUNITED
STATES DOLLARS) BOND (MTN) LTV 40 %@FACE VALUE
Address: 10 Anson Road, #27-04, (S) 079903

Tel No: +6598511599

Email: [email protected]
NON RECOURSE LOAN A GREEMENT FOR US$ 2,5 BILLION (TWO POINT FIVE BILLIONUNITED
STATES DOLLARS) BOND (MTN) LTV 40 %@FACE VALUE
MONETIZATION AGREEMENT FOR US$ 2,5 BILLION (TWO POINT FIVE BILLION UNITED
STATES DOLLARS) BOND (MTN) FOR 100% FACE VALUE
Address: 10 Anson Road, #27-04, (S) 079903

Tel No: +6598511599


NON RECOURSE LOAN & MONETIZATION AGREEMENT FOR MTN-ISIN: US404280BJ78 US$
Email: [email protected]
2,5 BILLION (TWO POINT FIVE BILLION UNITED STATES DOLLARS)

You might also like