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RAKIA Sukuk (continued...) - Islamic Finance News

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Deals of the Year 2007 Handbook<br />

Kuala Lumpur Sentral US$225 million<br />

<strong>Sukuk</strong> Musharakah<br />

HSBC Bank Malaysia and Kuwait <strong>Finance</strong> House (Malaysia)<br />

(KFHM) acted as joint lead managers and joint lead arrangers<br />

for Kuala Lumpur Sentral (KLS)’s RM720 million (US$225.4<br />

million) <strong>Sukuk</strong> Musharakah. In addition, KFHM was the Shariah<br />

adviser and credit enhancement provider, whereby it<br />

undertook to buy certain project lands under a put option<br />

contract (POC) for the transaction. The <strong>Sukuk</strong> were issued<br />

on the 6 th April 2007.<br />

BACKGROUND OF THE ISSUER<br />

KLS was incorporated on the 7 th November 1994 as a joint<br />

venture company to carry out the design and construction<br />

works in respect of the Kuala Lumpur Sentral Station Complex<br />

(KL Sentral). The joint venture partners are Malaysian<br />

Resources Corporation, Keretapi Tanah Melayu and Pembinaan<br />

Redzai.<br />

The concession agreement was signed on the 18 th August<br />

1997, pursuant to which KLS was required to build an integrated<br />

railway station and hand it over to the government<br />

of Malaysia. The construction of KL Sentral Station<br />

has been completed.<br />

In return for constructing the KL Sentral Station, KLS was<br />

granted the development rights over the remaining site for<br />

commercial property development, which makes up approximately<br />

62 acres surrounding the KL Sentral Station.<br />

Pursuant to a supplementary agreement signed by KLS, the<br />

government of Malaysia and Syarikat Tanah dan Harta on the<br />

10 th March 1999, the government of Malaysia was to transfer<br />

such lands to KLS based on the progress of construction works.<br />

To date, all such lands have been transferred to KLS.<br />

RATING<br />

Rating Agency Malaysia (RAM) has assigned a rating of<br />

AA2(s) to KLS, which indicated high safety for timely payment<br />

of profi t and principal. The rating is a much improved<br />

rating from the former Al-Bai Bithaman Ajil <strong>Islamic</strong> Debt Securities<br />

(BaIDS), which was accorded a rating of A+ID(s).<br />

UTILIZATION OF PROCEEDS<br />

KLS was to utilize the proceeds to repurchase and cancel<br />

its outstanding BaIDS. The transaction also involved negotiation<br />

with the existing BaIDS holders for the early redemption<br />

of the BaIDS at a price acceptable to the BaIDS holders<br />

as well as KLS.<br />

THE MUSHARAKAH STRUCTURE<br />

KLS will enter into a Musharakah agreement for the purpose<br />

of undertaking a Musharakah venture (see chart below)<br />

<strong>continued</strong>...<br />

Investors<br />

KLSSB<br />

issues<br />

<strong>Sukuk</strong> and<br />

receives<br />

proceeds in<br />

return<br />

1 5<br />

Proceeds<br />

from PU for<br />

<strong>Sukuk</strong><br />

redemption<br />

and profit<br />

payments<br />

Trustee<br />

• Trustee<br />

over seeing<br />

the Musharakah<br />

• Musharakah<br />

partners appoint<br />

KLSSB as the<br />

Project Agent<br />

KLSSB (as Wakeel<br />

to Investors)<br />

4<br />

Purchase Undertaking<br />

(“PU”)<br />

KLSSB<br />

Put Option<br />

KFHM<br />

Distributable profit to be<br />

shared semi-annually<br />

based on an agreed<br />

profit-sharing ratio<br />

3 2<br />

Stake of Musharakah<br />

partners based on<br />

their capital<br />

contribution<br />

Musharakah Venture<br />

to sell Project Lands<br />

www.<strong>Islamic</strong><strong>Finance</strong><strong>News</strong>.com<br />

Page 21

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