Islamic Capital Markets
The sukuk practice forms part of Allen & Overy's award-winning International Capital Markets practice which has enjoyed a long established reputation for its global reach and top tier position across the full range of financial products.
Sukuk are Shari'a-compliant certificates which are issued in order to raise finance in a Shari'a-compliant manner and, like conventional bonds, can be listed on international exchanges and, if structured properly, will be tradable instruments in the international markets. However, there are also significant differences between sukuk and conventional bonds, including the fact that sukuk, as trust certificates, are not debt instruments and instead convey a beneficial ownership interest in one or more underlying assets.
In addition, the periodic payments on sukuk are not interest but instead represent a return earned through the underlying assets, for example on an ijara (lease) based sukuk the periodic return represents the rental payments made on the underlying lease.
“ ...sukuk, for which the firm is often rated the ‘best in the world’. ”
- Chambers UK, 2009 (Islamic Finance)
“ a particularly notable track record of high-value sukuk issuances.”
- Chambers Global, 2015 (Middle East, Islamic Finance)
Key Islamic Capital Markets contacts
Our specialist global Islamic capital markets team consists of lawyers who are considered by independent directories and publications as the leading lawyers in the world for advising on sukuk transactions. The team has advised issuers (whether corporates, banks, governments or supranationals), managers and delegates on the most high profile and innovative transactions, many of which are market-firsts.
Global sukuk experience
Islamic Project Finance
We advise all parties in projects including sponsors, financiers and ECAs.
We advise all sectors on some of the largest and most complicated project finance transactions.
We advise on all elements of project transactions - project structures, conducting legal due diligence, risk allocation and reviewing the 'bankability' of project agreements.
‘‘Allen & Overy LLP is the ‘undisputed market leader’ in the oil and gas market.’’
- Legal 500, 2015 (UAE)
Key Islamic Project Finance contacts
Ma’aden Wa’ad al Shamal, Saudi Arabia
We advised KEXIM, K-Sure, PIF, the Islamic financiers and conventional banks and all finance party agents on the USD7.775bn Wa’ad al Shamal phosphate mine and associated petrochemical and fertiliser complex in Saudi Arabia owned by a joint venture of Ma’aden, Sabic, and Mosaic.
Saudi Arabia Elastomers Project, Saudi Arabia
We advised the lenders on a USD3.2bn conventional and Islamic financing in relation to the expansion of the Kemya (Sabic and ExxonMobil joint venture) petrochemical plant located in Jubail Industrial City, Saudi Arabia.
A Dubai-based sponsor and its subsidiaries, UAE
We advised on a USD200m financing with Noor Islamic Bank in relation to the Dubai Eye Project in Dubai.
Sadara project sukuk, Saudi Arabia
We advised Albilad Investment Company, Alinma Investment Company, Deutsche Securities Saudi Arabia and Riyad Capital as joint lead managers and joint bookrunners on the SAR7.5bn sukuk issue by Sadara Basic Services Company, which was offered on a public basis in Saudi Arabia.
Saudi Aramco Mobil Refinery Company (Samref), Saudi Arabia
We advised on the USD1.4bn Shari’a-compliant financing of modifications to its crude oil refining facilities in Yanbu, Saudi Arabia.
Jabal Sayid copper mine, Saudi Arabia
We advised the Saudi British Bank and National Commercial Bank on a SAR750m murabaha facility bridge financing for Ma’aden Barrick Copper Company in relation to the Jabal Sayid copper mine in Saudi Arabia, guaranteed by Ma’aden and Barrick Gold Corporation for the development of this key strategic asset.
Sipchem Hanwha Polymers Project, Saudi Arabia
We advised the financiers on the project financing of an ethylene vinyl acetate and low density polyethylene plant in Jubail Industrial City, Saudi Arabia. The project was sponsored by Saudi International Petrochemical Company and Hanwha Chemical Corporation. The transaction included an istisn’a facility from commercial banks as well as financing from Saudi Industrial Development Fund of Saudi Arabia and Public Investment Fund of the Kingdom of Saudi Arabia.
SAMAPCO Petrochemical Project, Saudi Arabia;
We advised Sahara and Ma’aden Petrochemicals Company, a joint venture company formed by Sahara Petrochemical Company and Saudi Arabian Mining Company Ltd (Ma’aden), in connection with the SAMAPCO Petrochemical Project in Jubail, Saudi Arabia, involving SIDF, PIF and Islamic bank funding.
Quarayyah IPP, Saudi Arabia
We advised the lenders (including EDC and US EX-IM) to a consortium of bidders led by AES on the Al Qurayyah IPP in Saudi Arabia, the third in the SEC IPP programme.
Al Sufouh Transit System, UAE
We advised the mandated lead arrangers in respect of an export credit agency (COFACE and ONDD) supported loan package and two Islamic facilities (AED and USD denominated) utilising an ijara structure for the Department of Finance, acting on behalf of the Government of Dubai, in an aggregate amount of approximately USD674m.
Jubail Refinery Petrochemicals Project, Saudi Arabia
The Jubail Refinery USD8.5bn project financing was particurarly notable for the complexity raised by having many different facilities in a single financing, including USD and SAR facilities provided under two Islamic structures (an istisna-ijara and a wakala-ijara) and a sukuk issue.
Emirates Steel Industries Expansion Project, UAE
We advised the lead arrangers in the Islamic and conventional co-financing of Emirates Steel Industries expansion project in Abu Dhabi.
Shuqaiq Water and Electricity Company, Saudi Arabia
We advised on the USD1.8bn financing of the Shuqaiq power generation and water desalination plant in Saudi Arabia. The transaction included a USD142m Islamic tranche.
Saudi Polyolefins Company, Saudi Arabia
We advised on the USD175m murahaba facility USD400m ijara facilities.
Al Qatrana IPP, Jordan
We advised the successful bidder (a consortium comprising Xenel and Kepco) on the Al Qatrana IPP in Jordan. The financing involved direct conventional facilities from KEXIM and Proparco, a facility covered by KEXIM and provided by BNP Paribas and KfW and an Islamic tranche from Islamic Development Bank.
Zayed University PPP Project, UAE
We advised on the USD1bn PPP project entailing the development of the Zayed University on a 28-year concession, located in New Capital District, near Abu Dhabi International Airport. The financing involved an AED520m senior Islamic tranche provided by Al Hilal Bank.
Our team offers clients advice on a broad spectrum of banking transactions with a particular focus on large-scale Islamic financings.
The breadth of our expertise in banking-related fields is demonstrated by the calibre of transactions on which we have advised. Some of the major Shari’a-compliant transactions on which we have recently advised can be found below.
“Distinguished Islamic finance team experienced in sukuk offerings, project finance and developing Shari'a-compliant products in the derivatives and investment funds areas. Strong regulatory expertise.”
- Chambers Global, 2014 (Global-wide, Banking & Finance)
Key Islamic Banking contacts
Mobily murabaha facilities, Saudi Arabia
We advised the mandated lead arrangers and the ECAs, Finnvera and EKN, on the multimillion dollar murabaha facilities totalling USD1.206bn made available to Mobily. We also advised EDC on a USD200m murabaha facility made available to Mobily.
Sapurakencana Petroleum, Malaysia
We advised the coordinating bank, Maybank Investment Bank, and the mandated lead arrangers on a multicurrency Islamic facility totalling about USD2.3bn.
East Village, UK
We advised the sponsors, Delancey and Qatari Diar, on a GBP350m Islamic financing for the acquisition of East Village, previously the athletes village for the London 2012 Olympics.
We advised Gulftainer on the USD100m Islamic financing acquisition facility arranged by Standard Chartered Bank for Gulftainer’s acquisition of a port and its subsequent refinancing by Noor Islamic Bank.
We advised National Bank of Abu Dhabi, Noor Islamic Bank and Al Hilal as arrangers of an over AED5bn facility (with USD tranche) comprising both conventional and Islamic murahaba facilities for International Petroleum Investment Company (IPIC).
We advised Mashreqbank PSC in relation to USD1.5bn credit facilities (mixed Islamic and conventional including USD and AED tranches) for Emirates National Oil Company Ltd. (ENOC) LLC, a major player in the oil and gas sector in the Middle East.
Tasnee, Saudi Arabia
We advised Riyad Bank and The Saudi British Bank as the mandated lead arrangers and as participants on the SAR1.2bn murabaha financing for National Industrialization Company (Tasnee).
Derindere Turizm Otomotiv San Tic A.Ş. , Turkey
We advised Citi as arranger on the USD60m murabaha facility for Derindere Turizm Otomotiv San Tic A.Ş.
Arabian Petroleum Investments Corporation, Saudi Arabia
We advised Riyad Bank, Banque Saudi Fransi, The Saudi British Bank and Al-Rajhi Bank, as mandated lead arrangers on the SAR2.5bn murabaha facility for Arabian Petroleum Investments Corporation (APICORP).
Etihad Etisalat (Mobily), Saudi Arabia
We advised Al Rajhi Banking & Investment Corporation, Banque Saudi Fransi, Riyad Bank, Samba Financial Group, Saudi Hollandi Bank, The National Commercial and The Saudi British Bank, as mandated lead arrangers on the SAR10bn financing for Etihad Etisalat (Mobily), one of the largest general syndicated Islamic financing deals to date.
We advised Bank Saudi Fransi, Samba Financial Group, The National Commercial Bank, The Saudi British Bank and Al-Rajhi Bank, as mandated lead arrangers on the SAR4.5bn murabaha facility for Marafiq.
GEMS MENASA, UAE
We advised GEMS MENASA in its capacity as borrower in respect of a AED2bn financing. The financing consisted of conventional facilities, musharaka facilities and murabaha facilities which were all governed by a Common Terms Agreement.
Emaar Malls, UAE
We advised Standard Chartered Bank, Dubai Islamic Bank and National Bank of Abu Dhabi as arrangers of the AED3.6bn dual tranche conventional and Islamic sherkat-ul-melk facility for Emaar Malls LLC.
Al Raya for Foodstuff Company Ltd., Saudi Arabia
We advised Al Raya for Foodstuff Company Ltd and the sponsors Levant Capital and CVCI on the dual tranche USD13m and SAR75m Islamic murabaha facility made available by UBS and National Commercial Bank.
Saudi Oger, Saudi Arabia
We advised Alinma Bank on a SAR2.6bn bai al-ajal facility and SAR993m performance bond facility for Saudi Oger Limited both for the purposes of the MoI KAP2 project in the Kingdom of Saudi Arabia.
We advised Emirates on an AED1bn Islamic ijara facility made available by Dubai Islamic Bank.
Mubadala Pramerica Real Estate Investors, UAE
We advised Mubadala Pramerica Real Estate Investors (MPREI) on the AED240m ijara financing entered into with ADCB to acquire three properties on Saadiyat Island, Abu Dhabi.
Aldar Etihad Investment Properties LLC, UAE
We advised Aldar Etihad Investment Properties LLC on the AED785m financing of its acquisition of the Abraj Towers residential real estate project in Abu Dhabi. The financing involved a conventional term loan facility and a commodity murabaha facility.
We advised the banks as the mandated lead arrangers on a dual currency USD500m syndicated Islamic financing for ENOC Supply & Trading LLC.
We advised Emirates Islamic Bank and Emirates Bank International on a USD1.2bn dual currency mudaraba facility for Limitless LLC, a subsidiary of Dubai World, the proceeds of which will be used to fund landmark real estate projects being developed in Dubai and Riyadh.
We advised Aldar Properties PJSC, the Abu Dhabi-based property developer, on an AED2.203bn (USD600m) ijara facility.
Al Raha Beach Development, UAE
We advised Dubai Islamic Bank and others as arrangers in relation to a USD2.1bn ijara and conventional co-financing for the Al Raha Beach development in Abu Dhabi.
Islamic Derivatives and Structured Finance
Our Islamic derivatives and structured finance practice is a market leader and is made up of lawyers from a number of jurisdictions who are both derivatives and structured finance experts and Islamic finance experts. It also benefits from the support and broad expertise of our wider top tier global derivatives and structured finance practice.
Our team has advised on some of the most innovate Shari'a-compliant OTC derivatives transactions as well as Shari'a-compliant transactions as well as Shari'a-compliant structured products and has extensive experience in structuring such products.
Whilst most of the deals in this area are of a private nature, examples of types of Shari'a-compliant transactions on which we have advised can be found below.
‘‘Allen & Overy remains the global leader in the structured finance field: advising a wide number of firms across the spectrum of the sector from Shari'a compliant FX to derivatives, profit rate swaps, structured products, margin financings and structured deposits.’’
- Islamic Finance News Awards 2014
- Chambers Global, 2012 (Middle East, Islamic Finance)
Key Islamic Derivatives and Structured Finance contacts
We have advised on a wide range of Shari'a-compliant equity derivatives products, including puts, calls, collars and total return swaps on shares, share baskets and indices both on a standalone basis and as part of wider financing transactions. We have also advised on Shari'a-compliant equity-linked and index-linked certificates.
We have drafted template Shari’a-compliant derivatives and repo documentation for a number of institutions, including local and international banks, corporates and sovereign wealth funds. We advised the Saudi Arabian Monetary Authority on the development of template Shari’a-compliant derivatives documentation for the Saudi domestic market which is to be used for all Shari’a-compliant derivatives transactions between a Saudi bank and Saudi customer.
Rates and FX
We have advised a number of financial institutions on profit rate swaps and Shari'a-compliant FX transactions on a standalone basis and as part of wider financing transactions (including Shari'a-compliant securitisations). We have also advised on rates and FX products under Shari'a-compliant structured products platforms. We are currently advising ISDA and IIFM on developing market standard Shari'a-compliant FX forward documentation.
Structured Products Platforms
We have advised a number of banks, including Deutsche Bank, Standard Chartered and HSBC on setting up their Shari'a-compliant structured products platforms which cater for the full range of structured products payoffs in a Shari'a-compliant format.
We have advised on a variety of Shari'a-compliant commodity derivatives products including commodity-based indices.
We have advised on variety of Shari'a-compliant credit-linked notes, including swaps, credit-linked notes and credit-linked repos.
We have advised on a number of Shari'a-compliant repo transactions based on the collaterised murabaha structure ranging from vanilla repos to more structured repos (including those with embedded credit derivatives mechanics).
Our investment funds team regularly advises on the establishment and on-going operation of a wide range of Shari'a-compliant investment funds.
Our investment funds team has developed a range of Shari'a-compliant fund structures across a range of sector including advising on Shari'a-compliant real estate, hedge, fixed income, private equity and SME funds. We also advise on acquisitions and disposals for, and investments into, Shari'a-compliant funds.
“ ...a superb profile in the investment funds environment...”
- Legal 500, 2009 (UAE)
Key Islamic Funds contacts
We advised Abraaj Capital on the establishment of ASAS, a pan-MENA real estate fund, structured by way of Cayman Islands exempted limited partnership, with Shari’a-compliant investment projects across the MENA region.
We advised BAE Systems on a USD750m Shari’a-compliant sale and leaseback programme in Saudi Arabia, financed through investment funds. NBAD on certain of the NBAD Growth Funds.
National Bank of Abu Dhabi (NBAD)
We advised NBAD on certain of the NBAD Growth Funds.
Mubadala Pramerica Real Estate Investors Limited (MPREI)
We advised MPREI on its acquisition of three residential towers on Saadiyat Island from TDIC and the subsequent lease back to TDIC of the towers to provide a yield guarantee to MPREI.
A US hedge fund manager
We advised on the structuring of its Shari’a-compliant hedge fund.
A Dubai real estate company
We advised on its investment in shares in a DFSA regulated Shari’a-compliant real estate investment trust.
A joint venture between a UAE sovereign wealth fund and US real estate asset manager
We advised on the structuring and establishment of a Shari’a-compliant real estate platform for investment in the GCC, including advising on the first acquisition on behalf of the platform in the UAE.
Gazeley (a subsidiary of Economic Zones World)
We advised Gazeley on its Shari’a-compliant development pre-let of 63,000 square meters of warehouse space to be constructed in the Jebel Ali Free Zone to CEVA, a major international distribution company, and subsequent sale of the property to a Middle Eastern private equity fund.
‘‘...an ‘excellent track record’ in shari’ah-compliant structures.’’ - Legal 500, 2015 (UAE, Investment Funds)
Our Islamic finance taxation specialists have experience of providing a wide range of taxation advice, both on domestic and multi-jurisdictional transactions. We provide a high level of service, whether on a stand-alone basis or as an integral part of the full legal service offered by Allen & Overy's Global Islamic Finance Group.
Drawing from over 100 tax specialists across our international tax practice, our Islamic Finance Taxation team includes lawyers in London, Luxembourg, New York, Paris, Rome and Sydney.
Advising on the tax aspects of Islamic finance transactions requires an appreciation, not only of the Shari'a constraints that are likely to apply, but also of general principles of domestic tax law. Members of our Islamic finance taxation team are also familiar with any relevant legislation or guidelines which have been implemented to ensure that Islamic finance transactions operate in as tax neutral a way as possible.
We advise on a wide range of Islamic finance transactions, with both domestic and multi-jurisdictional dimensions, including ijara, istisna'a and murabaha financing transactions, sukuk issuances and securitisation transactions. We have also advised banks such as HSBC and Standard Chartered on the tax implications of their own products.
Our Islamic Finance Taxation team has also been involved in consultations and discussions with revenue authorities and governments in various jurisdictions in connection with the development of tax legislation and practice aimed at facilitating Islamic finance transactions.
- Providing advice on Islamic finance real estate transactions in France, including a murabaha financing in connection with the purchase of commercial real estate in Paris
- Advising on various murabaha financing transactions, including a portfolio refinancing
- Advising on a murabaha facility structured through a securitisation company
- Establishment of a shari'a-compliant regulated investment fund
- Advising on the UK and US tax implications of sukuk issuances.
Key Islamic Taxation contacts
- Christopher Harrison
- Mark Middleditch
- Vimal Tilakapala
- Charles Yorke
New York, USA