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Note Trust Deed for Malaysia

Note Trust Deed Template for Malaysia

A Note Trust Deed under Malaysian law is a fundamental document that establishes and governs the trust arrangement between an issuer of debt securities (notes) and a trustee acting on behalf of the noteholders. The document complies with Malaysian securities laws, particularly the Capital Markets and Services Act 2007 and the Trustee Act 1949, establishing the terms of the notes, the rights and obligations of all parties, enforcement mechanisms, and trustee duties. It provides crucial protection for noteholders by appointing an independent trustee to monitor compliance and act in their collective interests, while also setting out the framework for meetings, voting rights, and default scenarios.

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Note Trust Deed

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What is a Note Trust Deed?

The Note Trust Deed is a critical document in Malaysian debt capital markets transactions, used when an issuer wishes to raise funds through the issuance of notes or bonds. It creates a trust structure where a trustee holds certain rights and powers on behalf of the noteholders collectively, avoiding the impracticality of each noteholder individually enforcing their rights. The document must comply with Malaysian regulatory requirements, including those set by the Securities Commission and, where applicable, Islamic finance principles. The Note Trust Deed includes comprehensive provisions covering note terms, trustee powers and duties, issuer covenants, default scenarios, and enforcement mechanisms. It's particularly relevant for both conventional and Islamic (Sukuk) note issuances, whether secured or unsecured, and can accommodate various security structures when required.

What sections should be included in a Note Trust Deed?

1. Parties: Identifies the Issuer, Trustee, and any other relevant parties to the deed

2. Background: Sets out the context of the note issuance and purpose of the trust deed

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. Appointment of Trustee: Formal appointment and acceptance of the trustee role

5. Declaration of Trust: Establishes the trust and defines trust property

6. Form and Status of Notes: Describes the nature, form, and status of the notes being issued

7. Issue of Notes: Terms and conditions for note issuance

8. Covenants of the Issuer: Issuer's obligations and undertakings

9. Representations and Warranties: Issuer's representations and warranties

10. Events of Default: Circumstances constituting default and consequences

11. Powers and Duties of Trustee: Detailed trustee powers, responsibilities, and duties

12. Trustee Protections: Trustee immunities, indemnities, and liability limitations

13. Noteholders' Rights and Meetings: Rights of noteholders and procedures for meetings

14. Enforcement: Enforcement mechanisms and trustee's powers upon default

15. Modifications and Waivers: Procedures for modifying deed terms and granting waivers

16. Notices: Notice requirements and communication procedures

17. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction

What sections are optional to include in a Note Trust Deed?

1. Security Provisions: Required for secured notes, detailing security structure and enforcement

2. Shariah Compliance: Required for Islamic notes (Sukuk), ensuring compliance with Shariah principles

3. Listing Provisions: Required for listed notes, including ongoing listing obligations

4. Priority of Payments: Required for structured or secured notes, establishing payment waterfall

5. Security Trustee Provisions: Required when separate security trustee is appointed

6. Register Provisions: Detailed if issuer/registrar maintains note register

7. Principal Paying Agent Provisions: Required when separate paying agent is appointed

8. Further Issues: Optional provisions for issuing additional notes under the trust

9. Tax Provisions: Detailed tax provisions if specific tax considerations apply

What schedules should be included in a Note Trust Deed?

1. Form of Notes: Specimen form of note certificates or global notes

2. Terms and Conditions: Detailed terms and conditions of the notes

3. Provisions for Meetings of Noteholders: Procedures and rules for noteholder meetings

4. Form of Transfer Documentation: Forms for transferring notes

5. Security Documents: Forms of security documents if notes are secured

6. Form of Certificates: Templates for various certificates required under the deed

7. Agency Provisions: Detailed provisions regarding any agents appointed

8. Financial Covenants: Detailed financial covenants and calculation methods

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Malaysia

Document Type

Promissory Note

Sector

Banking

Cost

Free to use
Relevant legal definitions
















































Clauses




























Relevant Industries

Banking and Financial Services

Capital Markets

Corporate Finance

Asset Management

Investment Banking

Islamic Finance

Infrastructure

Real Estate

Energy

Manufacturing

Telecommunications

Mining and Resources

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Capital Markets

Corporate Finance

Islamic Finance

Trust Services

Securities Operations

Investment Management

Corporate Secretarial

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Legal Counsel

Company Secretary

Compliance Officer

Trust Manager

Bond Program Manager

Capital Markets Director

Investment Manager

Debt Capital Markets Officer

Securities Lawyer

Corporate Finance Manager

Risk Manager

Islamic Finance Officer

Trust Officer

Portfolio Manager

Relationship Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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