Professional Documents
Culture Documents
Responsibility Statement
This Prospectus has been reviewed and approved by the Directors of
Saham Sabah Berhad and they collectively and individually accept full
responsibility for the accuracy of the information. Having made all
reasonable inquiries, they confirm to the best of their knowledge and
belief, that there are no false or misleading statements, or omission of
other facts which would make any statement in the Prospectus false or
misleading.
Statements of Disclaimer
The Securities Commission Malaysia has authorized the fund and a copy
of this Prospectus has been registered with the Securities Commission
Malaysia.
The authorization of the fund, and registration of this Prospectus, should
not be taken to indicate that the Securities Commission Malaysia
recommends the said fund or assumes responsibility for the correctness of
any statement made, opinion expressed or report contained in this
Prospectus.
The Securities Commission Malaysia is not liable for any non-disclosure
on the part of the management company responsible for the said fund and
takes no responsibility for the contents of this Prospectus. The Securities
Commission Malaysia makes no representation on the accuracy or
completeness of this Prospectus, and expressly disclaims any liability
whatsoever arising from, or in reliance upon, the whole or any part of its
contents.
INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO
ASSESS THE MERITS AND RISKS OF THE INVESTMENT. IF
INVESTORS ARE UNABLE TO MAKE THEIR OWN EVALUATION,
THEY ARE ADVISED TO CONSULT PROFESSIONAL ADVISERS.
No units will be issued or sold based on this Prospectus later than one year
after the date of this Prospectus.
Investors should note that they may seek recourse under the Capital
Markets and Services Act 2007 for breaches of securities laws and
regulations including any statement in the Prospectus that is false,
misleading, or from which there is a material omission; or for any
misleading or deceptive act in relation to the Prospectus or the conduct of
any other person in relation to the fund.
PREFACE
To our prospective investors
Thank you for choosing Saham Amanah Sabah (SAS Fund) as your alternative
investment.
The SAS Fund is an Income and Growth Fund which aims to produce a reasonable rate
of return through investments in equities and fixed income securities for investors who
are looking for medium to long term investment returns, without exposing their assets to
undue risks.
To achieve the objective of the SAS Fund, up to 98% of the NAV of the Fund maybe
invested in a diversified portfolio of equities, both local and foreign. The Fund may also
invest in fixed income investment. This ratio may be adjusted depending on the direction
of the market to counter the potential specific risks exposure such as stock market and
country risks as well as general risks such as currency and liquidity risks which are laid
out on page 13 15 of this Prospectus. The Fund may invest up to 50% of its NAV in
foreign equities. It is due to this flexibility that the SAS Fund has managed to ride the
recent turmoil quite well, which caused panic to stock exchanges across the globe mainly
attributed to Chinas Yuan depreciation, as seen from the quick rebound on its NAV.
There are fees and charges to be imposed when you invest in the SAS Fund. A sales
charge of 3.5% on NAV per unit comes in as an upfront charge. Fees include Annual
Management and Trustee Fees which are at 1.5% and 0.045% per annum respectively on
the NAV of the Fund other expenses include Auditors fees, Tax Advisers fees, GST and
other administrative expenses. You may read the details under Section 6 of this
Prospectus.
We are pleased to inform that the SAS Fund has an ongoing long term NAV
enhancement scheme which gives the Fund an edge over most funds as it is fully backed
by the State Government of Sabah. Since the implementation of the Scheme, the Fund
has shown promising results.
The units of the SAS Fund can be purchased at the Managers office at Suite 1-9-W2, W3
& W4, 9th Floor, CPS Tower, Centre Point Sabah, 88000 Kota Kinabalu.
For further enquiries, you may call us at 088-266588 / 254967 / 254968 or e-mail at
enquiry@sahamsabah.com.my.
You
may
also
check
our
website
at
www.sahamsabah.com.my.
TABLE OF CONTENTS
Pa g e
DEFINITIONS ........................................................................................................................................ 4
CORPORATE DIRECTORY ................................................................................................................ 6
1.0 KEY DATA ...................................................................................................................................... 9
1.1 FUND INFORMATION ................................................................................................................ 9
1.2 FEES AND CHARGES ............................................................................................................... 10
1.3 OTHER INFORMATION ........................................................................................................... 11
2.0 RISK FACTORS .......................................................................................................................... 13
2.1 GENERAL RISKS OF INVESTING IN UNIT TRUST FUNDS ..................................................... 13
2.2 SPECIFIC RISK OF THE FUND ............................................................................................... 14
2.3 RISKS OF INVESTING IN THE FUND ...................................................................................... 15
3..0 THE FUND ................................................................................................................................... 16
3.1
3.2
3.3
3.4
3.5
3.6
12.0
13.0
14.0
15.0
16.0
CONSENTS.............................................................................................................................. 61
17.0
DEFINITIONS
In this Prospectus, the following abbreviations or words shall have the following meanings unless
otherwise stated:Business Day
A day on which the Bursa Malaysia is open for trading and which is not a
gazetted public holiday in the state of Sabah.
CMSA
Deed
The Third Supplemental Deed dated 21 April 2008 entered into between
the Manager, Saham Sabah Berhad and the Trustee, Maybank Trustees
Berhad for the Unit Holders of the Fund.
FBMKLCI
Forward Pricing
The Repurchase/Selling price per unit is based on the Net Asset Value per
unit of the Fund as at the next valuation point, after the request for
repurchase/application for units from the Unit Holder is received by the
Manager.
Fund or SAS
GST
LPD
Management
Expense Ratio
(MER)
The ratio of the sum of the fees and the recovered expenses of the Fund to
the average value of the Fund calculated on a daily basis.
Manager or SSB
MXASJ
The value of the Fund after deduction of all the Funds liabilities from the
value of all the Funds assets at the valuation point. For the purpose of
computing the annual management fee and annual trustee fee, the NAV of
the Fund should be inclusive of the management fee and trustee fee for the
relevant day.
The NAV per unit is the NAV of the Fund divided by the number of units in
circulation at the valuation point. It forms a basis upon which the prices of
units of the Fund are calculated.
Portfolio Turnover
Ratio (PTR)
Repurchase Price
per unit
The price payable by the Manager to a Unit Holder of the Fund which is
equal to the NAV per Unit as at the next valuation point of the Funds
relevant Business Day (Forward Pricing) after the repurchase request is
received by the Manager.
RM
Ringgit Malaysia
Sabah Origin
SC
The price payable by an investor or a Unit Holder of the Fund for the
purchase of a Unit of the Fund. The Selling Price of a Unit shall be equal
to the NAV per Unit as at the next valuation point of the Funds relevant
Business Day (Forward Pricing) after the application for Units is
received by the Manager. A sales charge may be computed separately
based on the net investment amount/purchase amount.
Trustee
Unit Holder
The person for the time being registered under the provisions of the Deed
as the holder of units and includes the Joint Holder and the Manager.
Valuation Point
CORPORATE DIRECTORY
The Manager
Registered Office
Mailing Address
Telephone No.
Fax
E-mail Address
Website
Internal Auditor (delegated function)
088-262588
enquiry@sahamsabah.com.my
sasserve@yahoo.com
www.sahamsabah.com.my
Messrs. Tan & Associates (AF-0901)
Chartered Accountants
G-37-3, 3rd Floor, Signature Office
KK Times Square
Off Coastal Road
88100 KOTA KINABALU
SABAH
Tel.: 088-486757 / 486857
Fax: 088-486957
The Trustee
Investment Committee
Company Secretary
FIMM (272677-P)
19-06-1, 6th Floor, PNB Damansara
No. 19, Lorong Dungun
Damansara Heights
50490 KUALA LUMPUR
Tax Advisors
Principal Bankers
Solicitors
This section is only a summary of the salient information of the Fund. You should read
and understand the whole Prospectus before investing in the Fund.
1.0
KEY DATA
1.1 Fund Information
Details at
page(s)
Name of Fund
Fund Category
Equity Fund
Fund Type
Launch Date
10 October 1994
31 December
Investment Objective
16
Investment Policy,
Strategy & Asset
Allocation
16 & 18
Performance
Benchmark
18
Principal Risks
14 15
his section
Investors Profile
Distribution Policy
Rate
3.5% of NAV per unit of the Fund,
subject to a maximum charge of 3
sen per unit.
None
None
Transfer fee RM3.00
* The implementation of GST is effective 1 April 2015 at the rate of 6% and the sales
charge payable is exclusive of GST.
Note: The Manager may, for any reason at any time, waive or reduce the amount of the
sales charge at its absolute discretion. Investor may also negotiate for a lower sales
charge, depending on the amount of investment.
10
b)
Rate
1.5% per annum of the NAV of the Fund
calculated on a daily basis.
a) Auditors
and
other
relevant
professional fees;
b) All other expenses that are directly
related and necessary to the business of
the Fund as set out in the Deed.
None
The implementation of GST is effective 1 April 2015 at the rate of 6% and the
fees payable are exclusive of GST.
(b)
Customer Service
Unit Holders can seek assistance from the customer service personnel from 9.00 a.m. to
3.30 p.m. during any business day.
(c)
Transaction Details
Minimum holding
(Refer to Paragraph 7.2.5 for
details)
None.
11
Transfer of Units
(a)
Normal transfer
(b)
There are fees and charges involved and investors are advised to consider them before investing
in the Fund.
Unit prices and distributions payable, if any, may go down as well as up.
For information concerning certain risk factors which should be considered by prospective
investors, see risk factors commencing on page 13.
Past Performance of the Fund is not an indication of its future performance.
12
2.0
RISK FACTORS
2.1
Market Risk
Since a unit trust fund invests in marketable securities, exposure to market risks is
unavoidable. Fluctuations on the market performance of the Bursa Malaysia will affect the
price of the units. Therefore, as market conditions change, the value of units may go up as well
as down.
b.
c.
d.
e.
f.
Credit/Default Risk
Credit/Default risk is also significant in bond funds and this risk refers to the possibility that
the issuer of a security will not be able to make timely payments of interest or principal
repayments.
g.
13
h.
i.
Liquidity Risk
Liquidity risk is significant in stock market-related investment and it refers to the risk that the
security invested cannot be readily sold and converted into cash without taking a discount.
This will result in lower NAV of the fund.
j.
Currency Risk
Currency risk is associated with investments that are denominated in foreign currencies. When
the foreign currencies fluctuate unfavourably against the RM, the investments will face
currency losses in addition to the capital gains/losses. This will lead to a lower NAV of the
fund.
k.
Country Risk
The stock price may be affected by the political and economic conditions of the country in
which the stocks are listed. Careful consideration shall be given to risk factors such as
liquidity, political and economic environment before any investments are made in a foreign
country.
l.
Non-Compliance Risk
The risk that the Manager and others associated with the fund did not comply with the deed of
the fund, the law that governs the fund, or the internal policies, procedures and controls. The
non-compliance may expose the fund to higher risk that may result in a reduction in the value
of the fund.
Investors are reminded that the above list of risks may not be exhaustive and if necessary, they
should consult a professional adviser for a better understanding of the risks.
2.2
b.
14
c.
Currency Risk
The value of the Fund will be exposed to foreign exchange risk if a percentage value of the
Fund is invested in foreign currency or assets denominated in foreign currency. Fluctuations
in foreign exchange rates will affect the value of the Funds foreign investments upon
conversion to RM and subsequently impact the value of the Unit Holders investments. The
risk can be minimised through hedging of currencies to mitigate the adverse currency
movements and/or through investing in a wide range of foreign currency denominated assets
thus diversifying the risk of single currency exposure.
d.
Country Risk
The stock price may be affected by the political and economic conditions of the country in
which the stocks are listed. Careful consideration shall be given to risk factors such as
liquidity, political and economic environment before any investments are made in a foreign
country.
e.
2.3
15
3.0
THE FUND
3.1 Investment Objective and Investment Strategy of the Fund
The Fund's Investment Objective
The primary investment objective of the Fund is to produce a reasonable rate of return for Unit
Holders over the medium to long term (3 years and above) without exposing their investment
to undue risk through various types of investments.
Note : In the event that there are material changes to the investment objectives of the Fund,
the approval of the Unit Holders would be required.
16
The Fund will also invest in small to medium capitalised companies that are likely to develop
into future industry leaders. Whilst such companies are normally associated with higher risks,
the potential return could also be very rewarding, if the right companies are selected. Affin
Hwang AM will dedicate resources through primary research including company visits and
developing earnings models, in search of these companies.
Affin Hwang AM believes opportunities to maximise returns exist, irrespective of bull or bear
market conditions. Affin Hwang AM will practise a tactical asset allocation approach, where
the fund manager will have the flexibility to remain invested during periods of market upturn,
or liquidate investments before values are eroded. Whilst the selection of stocks is based on
fundamental analysis, timing of purchases and sales will be aided by technical analysis.
Affin Hwang AM may adopt an active and frequent trading strategy in meeting the Funds
investment objectives(s).
To meet its investment objective, the Fund may also invest into collective investment schemes
that are in line with the Funds investment objective. Additionally, the Fund may also reduce
the risk to the Fund by adding exposure in fixed income instruments. The Fund may also
invest in structured products, such as equity-linked notes (ELN). As the ELNs are structured
by a third party, investments into these instruments will result in the Fund being exposed to
credit/default risk. Similarly, as the price of ELNs are generally linked to an underlying equity
/ basket of equities, the investments into these structured products will also expose the Fund to
similar risks as investing into a direct equity i.e. equity risks. Therefore, the exposure into
structured products is not expected to be significant, relative to the size of the Fund.
Risk Management
Risk management policies and procedures have been incorporated into the various manuals to
ensure proper management of risks to which Affin Hwang AM and the clients are exposed to.
Affin Hwang AMs risk policies and measurements and reporting methodologies are subject to
regular review, particularly prior to the commencement of new services or products or when
there are significant changes to the products, services or relevant legislation, rules or
regulations that might impact Affin Hwang AMs risk exposure.
Affin Hwang AM also adopts a comprehensive portfolio risk management protocol in order to
manage potential portfolio risk. Risk management is built into the portfolio construction
process taking into consideration country, industry and individual stock weightings relative to
the benchmark. Portfolio risk is controlled through diversification at the company, country and
industry level to prevent off benchmark bets and to maximise return/risk potential.
Independent checks and review of portfolios conducted by the compliance department are also
in place to ensure that the Funds guidelines and objectives as well as regulatory constraints,
are adhered to. Performance targets will be set against the appropriate benchmarks; absolute
and relative for example against the FBMKLCI for conventional mandates. Portfolios are
constructed and managed within the present investment guidelines i.e. the risk budgets that
include targeted number of stocks to achieve a well diversified portfolio and limits at both
sector and stock levels in order to mitigate specific risk exposure to any sector or company.
17
Risk Management
Aside from the usual evaluation of the investment in isolation (e.g. business prospects,
management credibility, valuations etc.), overseas investing would entail additional risks.
These risks include political and country risks, and currency risks. These risks would need to
be assessed in tandem with the individual stock risk. The Fund Manager may hedge foreign
currency exposure to mitigate adverse currency movements and as such, the Fund Manager
will have to evaluate and come to an opinion on the prospects of the foreign currency vis--vis
the RM. As for political and country risks, again this will be based on the Fund Managers
evaluation. In summary, the assessment of individual stocks and other additional risks will be
conducted through visiting the respective countries, meeting up with management, site visits,
teleconferencing, through investment conferences and broker and independent research.
18
3.3 Benchmark
The performance of the Fund is benchmarked against the weighted average of 70% of the
FTSE Bursa Malaysia Kuala Lumpur Composite Index (KLCI) + 30% of the MSCI AC Asia
Ex-Japan (MXASJ). The daily closing index of the KLCI and MXASJ can be obtained from
the Bursa Malaysia and Bloomberg L.P. respectively.
3.4 Scopes of Investments
The Manager will ensure that investments are relevant and consistent with the objectives of the
Fund and in compliance with the SCs Guidelines on Unit Trust Funds (the Guidelines),
internal policies and procedures and the Deed.
Permitted Investments:
i.
ii.
iii.
Securities listed or traded on foreign markets where the regulatory authority is a member
of the International Organization of Securities Commissions (IOSCO);
iv
Unlisted securities that have been approved by the SC for listing and quotation on the
Bursa Malaysia, which are offered directly by the company approved for listing, by way
of private placement or on a tender basis ;
v.
vi.
vii. Cagamas bonds, bankers acceptances, unlisted loan stocks and corporate bonds that are
traded in the money market and either bank-guaranteed or carrying at least BBB rating
by Rating Agency of Malaysia Berhad (RAM) and private debt securities that have an
equivalent rating by RAM; and
viii. Any other form of investments as may be permitted by the relevant authorities from time
to time.
Investment Restrictions:
Accordingly, the investments shall be subject to the following limits or any other limits as may
be prescribed by the SC from time to time:
i.
The value of the Funds investments in ordinary shares issued by any single issuer must
not exceed 10% of the Funds NAV.
19
ii.
The value of the Funds investments in equities, debentures, warrants and money market
instruments issued by any single issuer must not exceed 15% of the Funds NAV.
iii.
The value of the Funds placements in deposits with any single institution must not
exceed 20% of the Funds NAV.
iv.
the exposure to the underlying assets must not exceed the investment spread limits
stipulated in the Guidelines; and
the value of the Funds over-the-counter (OTC) derivative transaction with any
single counter-party must not exceed 10% of the Funds NAV.
v.
The value of the Funds investments in structured products issued by a single counterparty must not exceed 15% of the Funds NAV.
vi.
vii.
The value of the Funds investments in units/shares of any collective investment scheme
must not exceed 20% of the Funds NAV.
viii.
The value of the Funds investments in equities, debentures, warrants and money market
instruments issued by any group of companies must not exceed 20% of the Funds NAV.
ix.
The Funds investments in foreign markets must not exceed 50% of the Funds NAV.
x.
The Funds investments in equities and warrants must not exceed 10% of the securities
issued by any single issuer.
xi.
The Funds investments in debentures must not exceed 20% of the debentures issued by
any single issuer.
xii.
The Funds investments in money market instruments must not exceed 10% of the
instruments issued by any single issuer.
xiii.
The Funds investments in collective investment schemes must not exceed 25% of the
units/shares in any collective investment scheme.
Use of Brokers
The Managers internal guideline on the use of any broker for the Fund shall not exceed 30%
of the Funds dealings in value in any one financial year of the Fund.
Other Restrictions
i.
The Manager shall not, without the prior approval of the Trustee, invest any monies
available under the Deed in any securities, property and assets in which the Manager or
any officer of the Manager has a financial interest or from which the Manager derives a
benefit.
20
ii.
The Manager shall not act as principal in the sale and purchase of securities, property
and assets to and from the Fund.
For quoted securities on any recognized Stock Exchange, the securities will be valued
based on the last done market price of the respective exchanges. For foreign portfolio the
valuation point may be extended to 5.00 p.m. the next day of Bursa Malaysia to
accommodate markets that are still opened after 5.00 p.m. the same business day due to
different time zones;
ii.
Unlisted investments are valued at the lower of cost and fair value as determined by the
Manager, verified by the Auditor and approved by the Trustee;
iii.
For fixed income securities which are listed in an eligible exchange, the investments will
be valued based on the last done market price of the securities. Unlisted fixed income
securities will be valued on daily basis using fair value prices quoted by a bond pricing
agency (BPA) registered with the SC;
iv.
Suspended securities are valued at fair value as determined by the Manager, verified by
the Auditor and approved by the Trustee;
v.
All futures and options contracts will be valued based on the last done market price;
vi.
21
4.0
1 year
3 years
5 years
10 years
31 Dec 2013
%
15.61
11.56
25.03
16.69
31 Dec 2012
%
23.72
18.40
21.07
17.26
31 Dec 2011
%
(4.64)
28.61
22.14
14.95
31 Dec 2010
%
36.11
28.76
27.66
15.60
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
(2.84)
15.61
23.72
(4.64)
36.11
54.37
(4.18)
29.07
22.92
(13.65)
Note : With effect from January 2011, the Benchmark referred to 70% FBM KLCI + 30% MSAXJ, whereas
prior to that date the Benchmark used was FTSE Bursa Malaysia Kuala Lumpur Composite Index.
For the financial year ended 2014, the Fund had under-performed the benchmark by 1.56%. The Funds
total returns were negative 2.84% as compared to the benchmark at negative 1.28%.
Note :
22
PTR
2014
1.84
2012
2.19
The PTR for the financial year ended 31 December 2014 was lower as compared to the previous
year due to reduced selling and buying activities of the Fund.
2014
8.80
1.15
4.53
8.44
20.01
57.07
100.0
2013
2012
19.14
1.34
3.46
2.82
0.52
24.11
2.09
1.03
38.95
6.54
100.0
3.01
13.25
4.71
0.63
3.82
4.36
14.66
2.24
1.45
36.30
15.57
100.0
The investment in equities was lower in 2014 compared to 2013 due to the uncertainty
expectation of market condition in the regional as well as world market.
23
5.0
5.1
Year ended
30-Jun-15
RM000
31-Dec-14
RM000
31-Dec-13
RM000
31-Dec-12
RM000
Investment Income
22,402
(12,388)
55,263
57,872
Total Expenses
(4,946)
(9,492)
(10,529)
(9,456)
17,456
(21,880)
44,734
48,416
17,456
(21,880)
44,734
48,416
17,414
(22,030)
44,574
47,848
(b)
30-Jun-15
RM000
31-Dec-14
RM000
31-Dec-13
RM000
31-Dec-12
RM000
Total investments
Other assets
336,110
110,286
203,493
234,205
428,971
33,471
361,117
78,303
Total Assets
446,396
437,698
462,442
439,420
1,158
10,275
3,437
11,685
445,238
427,423
459,005
427,735
1,248,000
1,255,400
1,254,400
1,218,396
0.3568
0.3405
0.3659
0.3511
Total liabilities
24
5.2
Fund
SAS
Total Annual Expenses of the Fund in financial year ended 31 Dec 2014
Management Fee
RM000
%
6,814
1.50 *
Trustee Fee
RM000
%
204
0.045 *
Other Expenses
RM000
%
89
0.02 *
1.57 *
5.3
MER (%)
2014
1.57
2012
1.56
25
6.0
0.2222 *
0.0078
Note: The implementation of GST is effective 1 April 2015 at the rate of 6% and the sales
charge payable is exclusive of GST. The Manager may, for any reason at any time, waive or
reduce the amount of the sales charge at its absolute discretion. Investor may also negotiate
for a lower sales charge, depending on the amount of investment.
6.2 Fees and Expenses
Operating a fund involves a variety of expenses for portfolio management, the management
fee, trustee fee, audit fee and other administrative charges and services properly incurred in the
administration of the fund. These costs are paid out of the funds assets.
6.2.1
Management Fee
Management Fee is at 1.5% per annum of the NAV of the Fund calculated on a daily
basis.
Illustration: Computation of Management Fee on 30 September 2015
NAV of the Fund
Management Fee at 1.5% p.a. of the net
asset value
100,000,000 x 1.5%
365 days
RM
100,000,000
4,110
26
6.2.2
Trustee Fee
Trustee Fee at 0.045% per annum of the NAV of the Fund calculated on a daily basis.
Illustration: Computation of Trustee Fee on 30 September 2015
NAV of the Fund
Trustee Fee at 0.045% p.a. of the NAV
100,000,000 x 0.045%
365 days
6.2.3
RM
100,000,000
=
123
Other Expenses
In addition to the Management and Trustee Fees, the following related expenses are
paid out of the Fund as set out in the Deed. Such expenses would include but are not
limited to the following:a.
Commission/fees paid to brokers in effecting dealings in the investments of the
Fund;
b. Tax and other duties charged on the Fund by the Government and/or other
authorities;
c.
Costs, fees and other expenses properly incurred by the Auditor appointed for the
Fund;
d. Costs, fees and expenses for valuation of any investment of the Fund by
independent valuers for the benefit of the Fund;
e.
Costs, fees and expenses incurred for the modification of the Deed other than
those for the benefit of the Manager and/or the Trustee;
f.
Costs, fees and expenses incurred for any meeting of the Unit Holders other than
those convened by, or for the benefit of the Manager and/or Trustee; and
g. Fees and charges payable to the custodian of the Funds assets.
There are fees and charges involved and investors are advised to consider
them before investing in the Fund.
27
7.0
TRANSACTION INFORMATION
7.1
Determination of Prices
7.1.1 Forward Pricing
Both the buying and selling transactions will be executed at prices next determined i.e.
forward pricing basis. The transaction price per unit is based on the NAV per unit of the
Fund as at the next valuation point after the request for redemption/application for units from
the Unit Holder is received and accepted by the Manager.
RM100,000,000
450,000,000
RM0.2222 (rounded to 4 decimal points)
28
20,000
RM10,000
RM 350
RM10,350
20,000
RM10,000
--------------------------------------------------
RM10,000
Note : Rounded to the nearest 5 Sen for cash sales/redemption as per Bank Negara
Rounding-off Policy.
29
7.2
Transaction Details
7.2.1 Procedures for Purchase and Repurchase of units
Units can be purchased and/or repurchased on any Business Day of the Manager from
Monday to Friday between 9.00 a.m. to 3.30 p.m. at the Managers registered office.
a. Purchase of Units
Investors are required to fill an application form which is available at no charge at the
Managers registered office or through mail upon request. Payment can be made in
Cash, Bankers Draft or Postal Order to be made payable to SAHAM SABAH
BERHAD.
For purchase of units registered in the names of more than one person, the Joint Holder
whose name appears first in the Register of Unit Holders must be at least 18 years of age.
b. Repurchase of Units
Units can be repurchased by completing the Repurchase Form and returning it to the
Manager. The Manager shall repurchase the units at the buying price of the day upon the
receipt of such request.
30
Change of Address
31
7.3
Distribution Policy
The Fund may distribute a portion of its net income and net realised capital gains which are
available for distribution at the discretion of the Manager.
Payment of distribution, if any, may be automatically reinvested if the Manager deemed the amount
uneconomical to pay out. There is no incidental cost associated with the reinvestment. In normal
circumstances, income distribution payment is made out in the form of cheque or direct credit. The
cheque will be posted to the registered address of the Unit Holder and is valid for a six (6) months
period (from the date of the distribution cheque) and can be renewed for a further period at the
discretion of the Manager.
32
7.4
Other Information
7.4.1 Unclaimed Moneys
In accordance with the Unclaimed Moneys Act, 1965 (Amendment 2002), the Manager will
remit any moneys payable to the Unit Holders which remain unclaimed for a period of twelve
(12) months to the Registrar of Unclaimed Moneys. Any claim by the Unit Holders thereafter
shall be made directly to the Registrar of Unclaimed Moneys by completing Form UMA7
(the claim form to refund moneys from the Consolidated Trust Account), together with
necessary documents such as the Unit Holders National Registration Identification Card
(NRIC) and a letter of confirmation from the Manager.
7.4.2 Period of Realisation of Repurchase Moneys
The repurchase proceeds will be paid within ten (10) days of the date on which the request to
repurchase is received by the Manager.
7.4.3 Reports to Unit Holders
The Manager will provide the Unit Holders with an Annual Report within two (2) months of
the Funds financial year-end which will include an audited income statement and with an
Interim Report within two (2) months of the half-year end which will include an unaudited
income statement. These reports will comprise a statement of the net assets of the Fund, a
report by the Manager and information on the portfolios investments.
7.4.4 Information on Current Price/Net Asset Value (Per Unit)
Current price and net asset value per unit are published daily in the local and national
newspaper and the website of Saham Sabah Berhad.
7.4.5 Rejections
The Manager may reject any application to purchase units in any of the following
circumstances:a. the investor is not entitled to apply for the units (please refer to information on
Applicants in Para 7.4.6);
b. Manager shall have the discretion of limiting investments in the Fund by non-bumiputra
investors up to a maximum limit of 25% of the size of the Fund; and
c.
the Fund has reached its maximum approved size of 1,500,000,000 units.
However, the Deed provides that the Manager may reject any application to purchase units,
without giving any reason subject to the Trustee being informed. Unsuccessful applicants
will be notified and their moneys will be refunded by the Manager within thirty (30) days
from the receipt of the application by ordinary post to the applicants registered address.
33
7.4.6 Applicants
The following investors shall be entitled to apply for and hold units:a. any person of Sabah origin;
b. any corporation wholly-owned by person or persons of Sabah origin;
c. any corporation wholly-owned by the Sabah State Government;
d. any wholly-owned subsidiaries of corporation wholly-owned by the Sabah State
Government; or
e. any bumiputra corporation in Malaysia as the Manager may in its absolute discretion
consider acceptable.
All individual applicants shall not be less than 18 years of age on the date of application.
All individual applicants are required to produce their NRIC and/or Birth Certificate or other
document as evidence that they are people of Sabah origin.
34
7.4.9
35
8.0
8.2 Summarised Financial Position of the Manager for the Past 3 Years
2015
2014
2013
22,000,000
22,000,000
22,000,000
36,023,284
39,265,909
37,434,255
6,821,274
6,963,854
7,357,161
751,149
2,536,342
3,606,422
804,375
1,831,654
2,730,491
3.66
8.33
12.41
1,000,000
1,000,000
Revenue (RM)
0.05
0.05
36
37
38
39
Status
Independent
Independent
Independent
Non-Independent
Independent
Non-Independent
Date of Appointment
16 September 2004
28 October 1998
29 July 1994
8 September 2008
20 February 2014
1 January 2009
40
8.6.2
8.6.3
41
42
43
9.0
9.2
Paid-up capital
Shareholders funds
Turnover
Profit Before Taxation
Profit After Taxation
9.3
31 December
2014
(RM)
500,000
31,450,665
25,573,893
14,090,866
10,448,192
31 December
2013
(RM)
500,000
21,002,473
21,316,197
11,826,263
8,895,021
31 December
2012
(RM)
500,000
12,107,452
14,047,931
4,571,241
3,428,577
44
9.5
Key Personnel
As at 28 August 2015, the Scheme Trustee has a total of 33 staff, comprising twenty six (26)
executives and seven (7) non-executives.
Mr Chong Kin Tuck Chief Executive Officer
Mr Chong Kin Tuck joined MTB in September 2014. Kin Tuck has more than 20 years of
work experience in the banking industry, covering Securities Services and Lending. This
includes a banking career in Citibank for 20 years; covering Loans operations, Mortgage
business, Share Financing & Investment operations, Securities & Fund Services operations,
Securities Services product development and most recently as Head of Direct Custody &
Clearing at J.P Morgan Chase Bank Berhad.
Mr Samuel Hwa
Head, Business Development & Strategies
Mr Samuel Hwa joined MTB in August 2013. He holds a Bachelor of Law degree from the
University of London and a Bachelor of Science in Business from Pennsylvania State
University double majoring in Finance and Marketing/Management. He started his career in
America as a business analyst and later joined an insurance company in Malaysia. Prior to
joining Maybank, he was with CIMB Investment Bank Berhad. Samuel has worked in the
Securities Services industry for over 5 years.
9.6
45
9.7
Safekeep, reconcile and maintain assets holdings records of funds against trustee's
instructions;
Act as settlement agent for shares and monies to counterparties against trustee's
instructions;
Act as agents for money market placement where applicable against trustee's
instructions;
Disseminate listed companies' announcements to and follow through for corporate
actions instructions from trustee;
Compile, prepare and submit holdings report to trustee and beneficial owners where
relevant; and
Other ad-hoc payments for work done for the funds against trustee's instructions, etc.
MTB has appointed Standard Chartered Bank Malaysia Berhad, as the custodian of the
foreign assets of the Funds. The assets are held in the name of the Fund through the
custodians wholly owned subsidiary and nominee company, Cartaban Nominees (Tempatan)
Sdn Bhd. The assets are automatically registered into the name of the Fund. Standard
Chartered in Malaysia has been providing custody services for more than twenty (20) years;
providing sub-custody services to foreign clients since 1989 and the local custody services to
local investors in Malaysia since 1995.
The custodian act only in accordance with instructions from the Trustee.
9.8
46
9.9
47
CP/MTN arising from a cross-default by PASB under its ABBA bonds under Kuala Lumpur
High Court Civil Suit No. D2-22-1085-2006 (the CP/MTN Suit). The Trustee was cited as
one of 5 co-defendants in the CP/MTN Suit. The claim in the CP/MTN Suit is for RM13
million or any other sum that the Court deems fit and damages. The other defendants in the
CP/MTN Suit are the Arranger, PASBs Chief Executive Officer and one of PASBs
directors. MIDF withdrew its claim against the Arranger in November 2014. The Trustee has
defended the CP/MTN Suit and trial has concluded. On 14 August 2015, the High Court
dismissed MIDF's claim against the Trustee (Dismissal) and found PASBs Chief
Executive Officer and one of PASBs directors liable for MIDF's loss. MIDF has filed a
Notice of Appeal against the Dismissal.
The Trustee has obtained leave of the court to proceed with the actions against PASB given
that further to an unrelated suit a provisional liquidator had been appointed against PASB.
The Trustee has also obtained leave of the court to proceed with the actions against PASB
following the court's order to wind-up PASB further to the unrelated suit.
In any event, any successful claim that may be established against the Trustee will be covered
by the Trustees insurer and/or Malayan Banking Berhad as the ultimate holding company of
the Trustee. As such, the ABBA Suit and the CP/MTN Suit will not materially affect the
business or financial position of the Trustee.
3. Several holders of the bonds (Bondholders) issued by Aldwich Berhad [In Receivership]
(Aldwich) have sued Aldwich for its failure to settle its indebtedness to the Bondholders
following the default of the said bonds in 2010 and cited the Trustee as one of 6 codefendants under Kuala Lumpur High Court Suit No. D-22NCC-1622-11/2012 (the
Aldwich Bondholders Suit). The claim against the Trustee is for the sum of
RM177,248,747.31 or any other sum that the Court deems fit. The other defendants are the
holding company of Aldwich, the Chief Executive Officer of the holding company of
Aldwich, the Security Agent and the Reporting Accountant. The Trustee does not admit
liability to the Aldwich Bondholders Suit and shall defend it. Trial has concluded and oral
submissions are fixed on 20 and 21 January 2016. The Aldwich Bondholders Suit will not
materially affect the business or financial position of the Trustee."
48
10.0
10.2
b.
To call for Unit Holders' meeting, and to vote for the removal of the Trustee or the
Manager through a Special Resolution;
c.
d.
10.3
Management Fee
Up to 1.5% per annum
of the NAV of the Fund
before the deduction of
Management Fee and
Trustee Fee for the
relevant day.
Trustee Fee
Up to 0.045% of the
NAV of the Fund
before the deduction of
Management Fee and
Trustee Fee for the
relevant day.
Sales Charge
Up to 10% of the NAV
per Unit.
Repurchase Charge
Up to 5% of the NAV
per Unit.
Any increase of the fees and / or charges above the maximum stated in the Deed shall require Unit
Holders approval and issuance of a supplemental deed.
10.4
49
The Manager has notified the Trustee of the higher rate and the date on which
such higher rate is to become effective;
A supplemental prospectus stating the higher rate is issued thereafter; and
Such time as may be prescribed by any relevant law shall have elapsed since
the supplemental prospectus is issued.
The Manager has come to an agreement with the Trustee on the higher rate;
The Manager has notified the Unit Holders of the higher rate and the date on
which such higher rate is to become effective;
Such time as may be prescribed by any relevant law shall have elapsed since
the supplemental prospectus is issued.
10.5
10.6
has failed or neglected to carry out its duties to the satisfaction of the Trustee and the
Trustee considers that it would be in the interests of Unit Holders for it to do so; or
is in breach of any of its obligations or duties under the Deed or the relevant laws; or
has ceased to be eligible to be a management company under the relevant laws; or
has gone into liquidation, except for the purpose of amalgamation or reconstruction or
some similar purpose; or
has had a receiver appointed; or
has ceased to carry on business.
50
10.7
10.8
10.9
10.10
a.
b.
51
10.11
The Deed
All Unit Holders of units will be entitled to the benefit of, be bound by and be deemed to
have notice of the provisions of the Deed. Copies of the Deed may be obtained from the
Manager at a cost of RM15.00 each or may be inspected free of charge during normal
working hours at the office of the Manager.
11.0
12.0
To the best knowledge of the Manager, transactions undertaken by or on behalf of the Fund are
done in the interest of the Unit Holders.
b.
Transactions carried out for or on behalf of the Fund are executed on terms that are best
available to the Fund and which are no less favourable than at arms length transactions
between independent parties.
c.
To date, to the best knowledge of the Manager, there has been no event of conflict of interest
by the Manager. As a general rule, Directors, Investment Committee members and employees
of SSB must be vigilant in identifying and avoiding potential conflict of interest situations.
Employees should report any beneficial interest they may have in securities and any corporate
directorship or other special relationship that they may have that could reasonably be
considered a conflict of interest with their responsibilities to the Company. Employees should
discuss with the Senior Compliance Manager or the Chief Executive Officer (CEO) before
taking any action that could lead to such conflict.
d.
Any conflict of interest situation involving staff other than the CEO and senior management
staff shall be addressed accordingly by the CEO. As for the CEO and senior management
staff, the matter shall be brought to the attention of the Board of Directors for their
deliberation.
e.
Directors and Investment Committee members, on the other hand, shall disclose immediately
all contractual interest whether directly or indirectly with the company or any beneficial
interest they may have in securities and any corporate directorship or other special relationship
that they may have that could reasonably be considered a conflict of interest.
52
External Fund Manager Affin Hwang Asset Management Berhad (Affin Hwang AM)
Affin Hwang AM has in place policies and procedures to deal with any conflict of interest
situations. In making an investment transaction for the Fund, Affin Hwang AM will not make
improper use of its position in managing the Fund to gain, directly or indirectly, any advantage or to
cause detriment to the interest of the Unit Holders. Where the interest of the Affin Hwang AMs
directors or the members of Affin Hwang AMs investment committee members interests conflict
with that of the Fund, they are to refrain from participating in the decision-making process relating
to the matter. Staffs of Affin Hwang AM are required to seek prior approval from Affin Hwang
AMs executive director or chief executive officer before dealing in any form of securities. All
transactions with related parties are to be executed on terms which are best available to the Fund and
which are not less favourable to the Fund than at an arms-length transaction between independent
parties.
Disclosure of Conflict of interest on behalf of Affin Hwang AM
There is no conflict of interest in respect of Affin Hwang AMs duties as the External Fund Manager
of the Fund.
13.0
EXPERTS REPORT
There are no Experts Reports in respect of the Fund as no experts (i.e. any party providing advice to
the Manager) apart from the Tax Adviser were appointed for the Fund.
14.0
ADDITIONAL INFORMATION
Anti-Money Laundering Policy
All investors are required to provide identification information including proof of identity to enable
the Manager to identify and verify the investors, beneficial ownership and control of such
transaction and conduct ongoing due diligence to ensure information provided are relevant and
updated. The required identification information, as determined by the Manager, is contained in the
annexure to the application form.
The Manager may also require further information from the investors if the information provided in
the application is considered insufficient. The Manager has the right to reject any application for
units if the identity of the investors could not be verified and determined or the investors refused to
provide the required information.
Where the Manager has reason or reasons to suspect an investor is involved in illegal activities or
the source of investment moneys could not be ascertained, the Manager is required by law to report
such investor to the relevant regulatory authority.
53
15.0
9 October 2015
Dear Sirs
TAXATION OF THE UNIT TRUST AND UNIT HOLDERS
This letter has been prepared for inclusion in this Prospectus to be dated 18 November 2015 in connection
with the offer of units in the unit trust known as Saham Amanah Sabah (hereinafter referred to as the
Fund).
The purpose of this letter is to provide prospective unit holders with an overview of the impact of taxation on
the Fund and the unit holders.
Pursuant to Section 20 of the Finance (No. 2) Act 2014, with effect from the year of assessment 2016, the
income tax rate will be reduced to 24%.
54
Permitted expenses refer to the following expenses incurred by the Fund which are not deductible under
Section 33(1) of the MITA:
These expenses are given a partial deduction under Section 63B of the MITA, based on the following
formula:
A x
where
B
4C
is the total of the permitted expenses incurred for that basis period;
is gross income consisting of dividend2, interest and rent chargeable to tax for that
basis period; and
is the aggregate of the gross income consisting of dividend2 and interest (whether
such dividend or interest is exempt or not) and rent, and gains made from the
realisation of investments (whether chargeable to tax or not) for that basis period,
provided that the amount of deduction to be made shall not be less than 10% of the total permitted expenses
incurred for that basis period.
Exempt income
The following income of the Fund is exempt from tax:
Pursuant to Section 15 of the Finance Act 2011, with effect from the year of assessment 2011, dividend
income is deemed to include income distributed by a unit trust which includes distributions from Real
Estate Investment Trusts.
55
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
Discount
Tax exemption is given on discount paid or credited to any unit trust in respect of investments as
specified in items (i), (ii) and (iii) above.
The Banking and Financial Institutions Act 1989 and the Islamic Banking Act 1983 were repealed and
replaced with the Financial Services Act 2013 and the Islamic Financial Services Act 2013, respectively,
with effect from 30 June 2013. Pursuant to Section 272(h) of the Financial Services Act 2013 and Section
283(h) of the Islamic Financial Services Act 2013, any reference to the Banking and Financial Institutions
Act 1989 and the Islamic Banking Act 1983 in any written law shall generally be construed as a reference
to the Financial Services Act 2013 or the Islamic Financial Services Act 2013, respectively.
4 Pursuant to Section 22(c) of the Finance (No. 2) Act 2014, with effect from the year of assessment 2015,
the interest will be exempted from tax.
5 Pursuant to Section 4 of the Finance Act 2011, with effect from 11 February 2010, any reference in the
MITA to LOFSA shall be construed as a reference to Labuan Financial Services Authority (LFSA).
6
MESDAQ was replaced by FTSE Bursa Malaysia ACE with effect from 3 August 2009, therefore any
interest derived from bonds (other than convertible loan stocks) paid or credited by any company listed on
the MESDAQ should still qualify for an exemption up to 2 August 2009. However, from 3 August 2009
and up to the date of this letter, there is no new gazette order issued to exempt interest derived from bonds
paid or credited by a company listed in the new FTSE Bursa Malaysia ACE.
56
In addition, unit holders may also realise a gain from the sale of units.
The tax implications of each of the above categories are explained below:
1.
Taxable distributions
Distributions received from the Fund will have to be grossed up to take into account the underlying
tax paid by the Fund and the unit holder will be taxed on the grossed up amount.
Such distributions carry a tax credit, which will be available for set-off against any Malaysian
income tax payable by the unit holder. Should the tax deducted at source exceed the tax liability of
the unit holder, the excess is refundable to the unit holder.
Please refer to the paragraph below for the income tax rates applicable to the grossed up
distributions.
2.
57
Rates of tax
The Malaysian income tax chargeable on the unit holders would depends on their tax residence status and
whether they are individuals, corporations or trust bodies. The relevant income tax rates charged are as
follows:
Unit holders
Co-operatives7
Trust bodies
(ii)
25%1
Pursuant to Paragraph 12(1), Schedule 6 of the MITA, the income of any co-operative society
(a) In respect of a period of five years commencing from the date of registration of such co-operative
society; and
(b) thereafter where the members funds [as defined in Paragraph 12(2) of such co-operative society as at
the first day of the basis period for the year of assessment is less than seven hundred and fifty
thousand ringgit
is exempt from tax.
8
Pursuant to Section 20 of the Finance (No. 2) Act 2014, with effect from the year of assessment 2015, the
top Malaysian income tax rate for resident individuals will be reduced from 26% to 25%.
9
Pursuant to Section 20 of the Finance (No. 2) Act 2014, with effect from the year of assessment 2015, the
top Malaysian income tax rate for co-operatives will be reduced from 25% to 24%.
10
A company would not be eligible for the 20% tax rate on the first RM500,000 of chargeable income if:a) more than 50% of the paid up capital in respect of the ordinary shares of the company is directly or
indirectly owned by a related company which has a paid up capital in respect of ordinary shares of
more than RM2.5 million at the beginning of a basis period for a year of assessment;
b) the company owns directly or indirectly more than 50% of the paid up capital in respect of the
ordinary shares of a related company which has a paid up capital in respect of ordinary shares of
more than RM2.5 million at the beginning of a basis period for a year of assessment.
c) more than 50% of the paid up capital in respect of the ordinary shares of the company and a related
company which has a paid up capital in respect of ordinary shares of more than RM2.5 million at
the beginning of a basis period for a year of assessment is directly or indirectly owned by another
company.
11
Pursuant to Section 20 of the Finance (No. 2) Act 2014, with effect from the year of assessment 2016,
the income tax rate will be reduced to 19% on chargeable income up to RM500,000 and 24% on the
remaining chargeable income.
58
26%12
25%1
Note:
Non-resident unit holders may be subject to tax in their respective countries depending on the provisions of
the tax legislation in the respective countries and any existing double taxation arrangements with Malaysia.
Unit splits new units issued by the Fund pursuant to a unit split will not be subject to income tax in
the hands of the unit holders.
Reinvestment of distributions unit holders may choose to reinvest their income distribution in new
units by informing the Manager. In this event, the unit holder will be deemed to have received the
distribution and reinvested it with the Fund.
**********************************************
We hereby confirm that, as at the date of this letter, the statements made in this report correctly reflect our
understanding of the tax position under current Malaysian tax legislation and the related interpretation and
practice thereof, all of which are subject to change, possibly on a retrospective basis. We have not been
retained (unless specifically instructed hereafter), nor are we obligated to monitor or update the statements
for future conditions that may affect these statements.
12
Pursuant to Section 20 of the Finance (No. 2) Act 2014, with effect from the year of assessment 2015,
the income tax rate for non-resident individuals will be reduced from 26% to 25%.
59
The statements made in this letter are not intended to be a complete analysis of the tax consequences relating
to an investor in the Fund. As the particular circumstances of each investor may differ, we recommend that
investors obtain independent advice on the tax issues associated with an investment in the Fund.
Yours faithfully
Ernst & Young Tax Consultants Sdn Bhd
60
16.0
CONSENTS
The Trustee (Maybank Trustees Berhad), the External Fund Manager (Affin Hwang AM), the
Managers delegate (Messrs Tan & Associates), Bankers, Custodians, Auditors & Reporting
Accountants and the Solicitor (Messrs Antin Zakaria & Rauf) have given their written consents to
the inclusion of their names in the forms and context in which they appear in this Prospectus and
have not, before the date of issue of this Prospectus, withdrawn such consents.
Affin Hwang AM has given their written consent to the inclusion of their particulars in the form
and context in which they appear in this Prospectus and has not withdrawn such consent before the
date of issue of this Prospectus. Their responsibility with regard to this Prospectus does not extend
beyond the disclosure of their particulars, apart from which they have had no involvement in the
preparation of this Prospectus.
Ernst & Young Tax Consultants Sdn Bhd has given their written consent to the inclusion of the
Taxation Advisers Letter in the form and context in which it appears in this Prospectus and has not
withdrawn such consent before the date of issue of this Prospectus. Their responsibility with regard
to this Prospectus does not extend beyond the Tax Advisers Letter in Respect of the Taxation of the
Unit Trust and the Unit Holders, apart from which they have had no involvement in the preparation
of this Prospectus.
17.0
b.
c.
d.
The audited financial statements of the Fund and the Manager for the current year and the last
5 financial years;
e.
All reports, letters or other documents, valuations and statements by any expert, any part of
which is extracted or referred to in this Prospectus; and
f.
61