Sukuk Musyarakah

Transcription

1. Sukuk Musyarakah AZMI & ASSOCIATES MALAYSIA Advocates & Solicitors • Trade Mark Agent • Industrial Design Agent Issuance of Sukuk Musyarakah (JV Investment Certificates) and/or oversee the overall development project and to receive the By Ahmad Lutfi Abdull Mutalip and Farhah Hayati Mam at capital contribution in the Musyarakah Venture. • Sukuk Musyarakah is a partnership arrangement between two parties contribution under the Musyarakah Venture, the Issuer shall issue or more to finance a business venture whereby ail parties contribute capital either in the form of cash or in kind for the purpose of financing Explanation (3): In return for the Musyarakah Partners’ capital the Sukuk Musyarakah to the Musyarakah Partners. • Explanation (4): The Trustee shall declare a trust over the Trust the business venture. Any profit derived from the venture will be Asset and all rights under the Musyarakah Venture for the benefits distributed based on a pre-agreed profit sharing ratio, but a loss will be of the Musyarakah Partners. shared on the basis of equity participation. Documentation • Arranger and the Facility Agent. Commonly adopted structure of Sukuk Musyarakah The structure of Sukuk Musyarakah commonly adopted in Malaysia Musyarakah Facility Agreement between the Issuer, the Lead • Trust Deed between the Issuer and the Trustee (acting for the Musyarakah Partners) (called the 'Sukuk Musyarakah holders’ in may be summarised as per the following diagram: the Trust Deed). • Musyarakah Declaration of Trust made between the Issuer and the • Other documents, including, Subscription Agreement, Project Trustee (acting for the benefits of Musyarakah Partners). Management Agreement, Depository and Paying Agency Agreement, Issue Agency Agreement, Security Agency Agreement and other documents as may be advised by Lead Arranger. • Security Documents, for instance, Debenture, Memorandum of Charge (Designated Accounts), Assignment of Project Agreement and Assignment of Insurance. • A Sukuk Musyarakah programme shall be established to facilitate the issuance of the Sukuk Musyarakah from time to time. The • the Company (Issuer): • the Lead Arranger/Facility Agent; • the Investors (Musyarakah Partners): and • the Trustee. Explanation (I): The Musyarakah Venture (partnership arrangement) shall be entered into between the Investors (Musyarakah Partners) to finance the Musyarakah venture or construction of the project whereby all Musyarakah Partners shall contribute capital contribution for such purpose and any profits and/or loss from the Musyarakah venture shall be distributed among the Musyarakah Partners based on the profit sharing ratio as pre-agreed amongst themselves. • to be further developed and enhanced to become an acceptable Shariah-compliant debt instrument. parties in Musyarakah programme are: • It is our view that the issuance of Sukuk Musyarakah will continue Explanation (2): The Musyarakah Venture shall be carried out through the Issuer in its capacity as an agent to construct Azmi & Associates 14th Floor, Menara Keck Seng 203, Jalan Bukit Bintang 55100 Kuala Lumpur Malaysia Tel: (603)2145 6 1 6 1 ext II I (603) 2 1 4 5 6 1 6 1 ext. 153 Fax: (603)2145 7171 Email: alam@azmilaw.com farhah@azmilaw.com www.azmilaw.com