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Deals of the Year 2007 Handbook<br />

Engro Chemical Pakistan US$150 million<br />

Project <strong>Finance</strong> Facility<br />

THE COMPANY AND ITS BUSINESSES<br />

Engro Chemical Pakistan is a public limited company listed<br />

on the stock exchanges of Karachi, Lahore and Islamabad.<br />

It was incorporated in 1965 as Exxon Chemical Pakistan.<br />

In 1991, when Exxon decided to divest its fertilizer business<br />

on a global basis, its employees, in partnership with leading<br />

international and local fi nancial institutions, bought out<br />

Exxon’s equity. The company was renamed Engro Chemical<br />

Pakistan.<br />

While Engro’s primary business line continues to be fertilizer,<br />

it has diversifi ed into other businesses, including dairy<br />

products, seeds, energy, storage of bulk liquid chemicals,<br />

and manufacture of polyvinyl chloride (PVC).<br />

THE PROJECT<br />

On the 11 th December 2006, Engro Chemicals was<br />

allocated 100 MMCFD (million cubic feet per day) gas<br />

from the Qadirpur gas fi eld, to be delivered via a pipeline<br />

constructed by Sui Northern Gas Pipeline Company. Engro<br />

was to construct a modern urea plant (the project) on the<br />

land adjacent to its existing plant location in Dharki. The<br />

project cost is US$950 million — the largest private sector<br />

project in Pakistan’s history. With a capacity of 1.3 tpa, the<br />

new plant will be the single largest urea plant in the world<br />

when it comes online in 2010, thereby making Engro the<br />

largest fertilizer producer in Pakistan.<br />

The project will allow Engro to leverage on its expertise<br />

and utilize its well-established distribution network, with the<br />

result of increasing market share which will afford it greater<br />

pricing power.<br />

TRANSACTION STRUCTURE AND DOCUMENTS<br />

The transaction was structured as an Istisna-Ijarah.<br />

Investment agency agreement: The fi nanciers appoint<br />

one of their own as investment agent to be the nominal<br />

owner of the fi nanciers’ undivided interest in the project,<br />

to receive rentals from the company, and to send and<br />

receive notices to/from the company.<br />

Istisna agreement: The investment agent appoints Engro<br />

as a procurer to procure an undivided percentage interest<br />

in the project and to deliver such ownership interest on a<br />

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

(As Procurer)<br />

Purchase<br />

Price<br />

Delivery of<br />

Ownership<br />

interest in<br />

Project upon<br />

Completion<br />

(As Servicer)<br />

Service Agency<br />

Expenses + Service<br />

Agency Fee<br />

Investment<br />

Agent<br />

Purchase/Sale<br />

Undertakings<br />

Purchase/Sale<br />

Proceeds<br />

(As Obligor)<br />

Advance<br />

Rentals/<br />

Rentals +<br />

Service<br />

Agency<br />

Expenses &<br />

Fees<br />

Usufruct<br />

(As Lessee)<br />

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

Page 57

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