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Technical Program 2
High-quality presentations are essential for the success of the International Islamic Banking Summit Africa. To help you plan
your presentation for International Islamic Banking Summit Africa
2015, please find in this document important information
about the audiovisual equipment available in the meeting rooms, along with guidelines to help you prepare and deliver your
presentation.
THE SETTING
The International Islamic Banking Summit Africa 2015 will take place in the main ballroom, which is called the Nakheel
Ballroom and has a capacity of up to 300 people. The ballroom will be equipped with the following presentation equipment:
one screen
one electronic data projector
one Podium microphone
one portable presentation pointer & clicker
YOUR PRESENTATION
Here are some helpful hints for both the preparation and delivery of your high-quality talk:
The International Islamic Banking Summit Africa audience draws participants from a wide variety of regions, both from
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Table of Content
1. Introduc,on to Syndicated Finance
2. Islamic Syndicated Finance
3. Islamic Finance Structures used in Syndica,ons
4. Case studies
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Origins of Syndica@on
Involves a group of investors or nancial ins@tu@ons puAng together their
resources to provide nance to the customer (the end user of funds)
Etymology (Wikipedia): The word syndicate comes from the French word
syndicat which means trade union (syndic meaning administrator), from the La@n
word syndicus which in turn comes from the Greek word (syndikos),
which means caretaker of an issue
The prac@ce started in various areas of our society prior to spreading to the
nance sector (radio, criminals, businesses, workers, loSery, etc.)
Massive expansion of Islamic nance market (need numbers)
Contradic@ons remain regarding the growth in each country: Malaysia (97%
penetra@on) vs. Turkey (6%)
Large corporate borrowers only?
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Banks mo,va,ons
Por]olio diversica@on
Avoids excessive single name exposure while preserving commercial
rela@onship with the customer
Can generate addi@onal fee income
Gives access to new markets & clients
It is easier to liquidate (sell) as opposed to a bilateral (Sharia debate about
selling at discount)
Clients mo,va,on
Could obtain larger facili@es
Could obtain longer maturi@es
Could benet from lower cost
Single set of documenta@on
Deals with one bank (agent)
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Global syndicated lending reached US$2.1 trillion during the rst half of 2015, an 8%
decrease compared to the rst half of 2014 and the slowest six-month period for
lending since the rst half of 2013.
Lending ac@vity during the second quarter of 2015 saw a 24% increase from the rst
quarter this year.
Nearly 4,700 transac@ons closed during the rst half, a decrease of 12% compared to
the rst half of 2014.
Has expanded to all types of nance (corporate, retail, projects, governments, etc.)
Crea@on of Loan Markets Associa@on (LMA)
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Market Trends
Mul@-tranche facili@es are s@ll the market norm for larger facili@es: Conven@onal
tranche & Islamic tranche
Central Banks con@nue to regulate the banks when it comes to expanding their
ac@vity into Islamic banking
Conven@onal banks have con@nuously expanded their business into Islamic
Finance, hence increasing the overall pool of liquidity
Malaysia, Saudi Arabia, United Arab Emirates and Kuwait are the main 4 markets
for Islamic Syndica@ons (more than 70% of the overall market)
Project and Infrastructure funding is an increasingly popular sector in Islamic
syndicated nancing.
Syndicated loans are of par@cular importance in emerging markets because they
increase access to nancing from an external source for large companies and thus
favor investment in these countries.
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Global Volumes
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Types of Syndica@on
UnderwriSen deal
Best eort
Club deals
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Process of Syndica@on
Understanding the clients needs
Agreeing on mutually acceptable terms and condi@ons / structure
Gathering the informa@on / drauing the Informa@on Memorandum
Forming the Syndicate leads
Launch of the Syndica@on
Legal documenta@on
Financial Closure
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Market percep@ons
Easier to access the Islamic loans vs. conven@onal?
Does it require more advanced knowledge?
Lower credit quality?
Only for religious en@@es?
More advanced countries?
Lower cost of nancing?
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Islamic syndicated loans have many similari@es with conven@onal syndicated loans.
Commercial considera@ons are usually similar
Underwri@ng element remains the same, if required
Have access to a wider pool of liquidity
Need for a separate book keeping for conven@onal banks
Main dierences
Compliance with Sharia principles (prohibi@ons: riba & gharar among others)
Types of banks involved: conven@onal banks and Islamic banks
Types of businesses nanced may dier as there are certain exclusions (haram)
Require approval of Sharia scholars
Sell down (par vs. discount)
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Similarity with equity investments as the nanciers are en@tled to share prots and
losses of the borrowers business.
Rate of prot is determined as a percentage and not as a lump-sum payment
Generally, there is no collateral or other guarantees
Direct or indirect control over the borrower exists
Mudarabah
Banks are sole capital providers to the project (Raab al Maal)
The borrower provides labor and exper@se (Mudarib)
Musharaka
Partnership with right of control
Resembles venture capital
Banks are not providing the en@re capital
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Markup principle
Return can be calculated as a xed percentage of the total investment
Provide the possibility of reques@ng for a collateral from the borrower
More similar to conven@onal modes of nancing
Murabaha
Cost-plus nancing
A markup is nego@ated between a buyer (borrower) and a seller (the nancier)
Ijara
Similar to leasing
Product leased for a specied @me and specied sum
No further collateral is required
Can be used for long-term nancing
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Sukuk
Is it really a syndica@on?
An Islamic bond that is asset based
The investor owns an interest on a real tangible asset
Can be designed as prot sharing as well as markup
Sharia controversy regarding certain structures
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Ra@ng requirement
Tenor & size
Investor base
Pricing mechanism
Process & cost
Timing
Liquidity
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Islamic syndicated nancing is derived from the same fundamental no@ons and share
some of the same commercial considera@ons as conven@onal syndicated nancing in
addi@on to few unique issues:
The absence of standard documenta@on similar to LMA
The Sharia approval process from bank to bank may vary
The method of syndica@on on:
Assignment or Nova@on of the Loans
Modica@on of the Loan terms
Par@cipa@on of the Loan
Timing of Syndica@on
Presence of a Conven@onal Tranche
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Murabaha Syndica@on
Syndicate of Banks
and Financial
Ins@tu@ons
Funding Pool
Goods (immediate
Delivery)
Investment
Agent / Seller
Supplier
Immediate Payment
Deferred Payment
(mark-up)
Goods
(immediate Delivery)
Borrower /
Purchaser
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This type of transac@on is based on a asset required by the borrower for its use.
Also known as goods Murabaha
Investment Agent will hold @tle to the asset un@l it is sold to the Borrower.
Sharia principles require that the seller owns the asset at the @me it is oering to
sell it.
As a result, the Investment Agent (and, by extension, the lenders) bear the risk of
loss, however so briey it may be.
Based on the risk of loss being taken by the lender, the mark-up it charges is
treated as prot.
Amount paid by the borrower towards the purchase price of the assets are used
to pay:
The investment Agents fee.
The syndicated banks for their pro rata share of the amounts they have
advanced.
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Funding Pool
Immediate Payment
Investment
Agent / Seller
Broker A
Immediate Delivery
Deferred
Payment
Immediate Delivery
Immediate Payment
Borrower /
Purchaser
Broker B
Immediate Delivery
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Ijara Syndica@on
Syndicate of Banks
and Financial
Ins@tu@ons
Funding Pool
Investment
Agent /
Lessor
Sale of
Asset
Purchase
Price
Obligor /
Lessee /
Service Agent
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Rental
Payment
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Lease agreement between the bank and the customer for an agreed term in
considera@on of rentals
Payment of rentals by the customer to the bank during the lease term
At maturity, sale or giu of the asset to the customer
Ownership of the asset stays with the bank during the lease term
Lease is in eect the sale of the usufruct of the asset
Suitable for home nancing, real estate, aircrau & project nance
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Mudaraba Syndica@on
Syndicate of Banks
and Financial
Ins@tu@ons
Funding Pool
Investment
Agent
(Rab Al Maal)
Invest Funds
Share in prot
and all losses
Fee (base on
shares of
prot)
Mudaraba
Project
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Borrower
(Mudarib)
Provides exper@se
and manages funds
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The bank and the customer enter into a Mudaraba contract backed by a business
plan
Bank provides funds to the customer for the purpose of earning prots
The customer invests the funds as part of the business plan
Any prot earned from the underlying investment/ assets is distributed between
the customer and the bank(s) as per an agreed ra@o
Payment of prot cannot be guaranteed
Mudarib can only be held responsible if he has been negligent or misconduc@ve
Suitable for all types of nancing
Used for project nance, expansion projects, etc.
Also used for Tier 1 and Tier 2 capital raising issuances
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Musharaka Syndica@on
Syndicate of Banks
and Financial
Ins@tu@ons
Funding Pool
Investment
Agent
(Partner)
Share in prot
and losses
Share in prot
and losses
Borrower
(Partner)
Contribu@on
in kind (or cash)
Cash
Contribu@on
Musharaka
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It is a contract between the client and the banks to combine their capital assets or
to merge their services or obliga@ons and liabili@es with the aim of genera@ng
prot
Musharaka can be of two type (1) contractual partnership and (2) Co-ownership
partnership.
In contractual partnership, the borrower contributes tangible assets and the
lender contributes cash through the investment agent for the nancing.
In co-ownership partnership, both lender and borrower act as co-owner and share
risks and rewards in pre-agreed ra@os.
In Diminishing Musharaka, the borrower gradually buys out the ownership rights
of the lender.
Due to complexi@es involved in Musharaka, it is not readily used for Islamic
Syndica@on
Commonly used for equity nancing transac@ons
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Is@sna Syndica@on
Syndicate of Banks
and Financial
Ins@tu@ons
Funding Pool
Purchase Price
Investment
Agent
Developer
Sale of developed
Asset
Borrower
Sale of developed
Asset
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Bank and the customer enter a contract specifying the details of the asset to be
built or procured as well as commercial terms
On delivery date, asset is handed over to the client
Payment of purchase price by the customer to the banks, as agreed
In case of failure to deliver, damages can be charged by the buyer
Suitable for real estate, machinery , ships, vehicles and aircraus nancing
Used also in project nance
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Wakala Syndica@on
Syndicate of Banks
and Financial
Ins@tu@ons
Funding Pool
Investment
Agent
(Muwakil)
Wakala
Capital
Wakala
Agreement
Wakala
Fees
Return on
Wakala Capital
with Prot
Obligor
(Agent / Wakil)
Wakala Capital
Investment
Wakala Investment
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An agency contract where the Syndicate banks (as principals) provide funds in the
agent for inves@ng them, on their behalf, in order to generate prots.
The Banks are known as Muwakil while the client is the Wakil
The agency can be for a xed fee or for a xed fee plus incen@ve out of the earned
prot.
The Banks provide funds to be invested in iden@ed businesses
While banks are en@tled to keep all of the earned prot, a performance incen@ve
is paid to the Wakil
In case of loss, the principal bear the loss (except negligence, misconduct or
breach of contract)
The agent cannot guarantee a prot or the capital
Used mainly for trade nance, project nance and working capital
Used also for Tier 1 & Tier 2 capital
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Export Credit Agencies (ECA) assist in nancing the export of domes@c goods and
services to interna@onal markets
In the last 70 years, the US Ex-Im Bank has supported more than US$400 billion of
US exports, primarily to developing markets worldwide
Among other things, ECAs provide export credit insurance for airlines and leasing
companies that purchase new manufactured aircrau with nancing
ECAs: An ASrac@ve Investment
Implied low credit risk as supported by government guarantee
Rela@ve value vs. other government guaranteed securi@es
Contractual liabili@es cons@tute general obliga@ons of the government
The US Ex-Im is the largest guaranteed bond market with over US$20bn of issuance
since 2009. Both ECGD and COFACE guarantees have also seen bond structure
products
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Islamic nance has great poten@al for use in developing infrastructure projects.
Given its preference for equity- based and asset-backed projects, Islamic nance can
play an important role in the vital project nance sector.
Furthermore, as many infrastructure projects benet the community at large, they
would sit well with the ideological underpinnings of Islamic nance
The sponsors undertake the construc@on and opera@on of the project by using a
Project Company. The Project Company will seek funds in the construc@on phase and
working capital in the opera@onal phase. While the equity component of the Project
Company will come in the form of share capital of the sponsors, there will be need to
raise addi@onal Shariah-compliant funds for comple@on of the project.
As in the conven@onal case, the services of an EPC Company would be needed during
the construc@on phase and that of an OM Company during the opera@ons phase.
Islamic nance for infrastructure projects would also require a security package.
In par@cular, the government plays an important role in credit enhancement of
infrastructure projects by providing various types of guarantees and/or price support.
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4- Case Studies
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Sri Lankan Airlines raised USD 175 million through an Islamic Facility arranged by Mashreq
The Facility was for 4 years, fully guaranteed by the
Govt. of Sri Lanka.
The facility was structured as a Sharia compliant
Master Purchase Agreement and Distribu@on Agency
Agreement. On behalf of the nanciers, Mashreq
acted as an Investment Agent (IA) for the
transac@on. The IA acquired the rights (vouchers for
seats) from SAL for the iden@ed routes against the
proceeds of the facility. The Investment Agent would
then appoint SAL as Distribu@on Agent to sell ying
rights (@ckets) on behalf of the nanciers.
Collected money would ow to accounts pledged to
the IA and seSle scheduled installments (principal
and prot) of the facility according to a ring fenced
cash ow waterfall.
The funds were used for working capital as well as
capital expenditure to upgrade the airlines eet
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KEY TERMS
Issuer
SriLankan Airlines
Obligor
SriLankan Airlines
Guarantor
Pricing Date
Currency
USD
Amount
175 million
Issuer Rating
B+(S&P), BB-(Fitch)
Status
Senior, Unsecured
Maturity
Spread Issue
MS+355 bps
Coupon
5.30%
Re-Offer Price
100%
Denominations
$200,000
Listing
SGX-ST
Mashreqs Role
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Investment
Agent
(Mashreq)
3. Distribu@on Agency
Agreement
Purchase and
Sale Undertaking
Payment
End Users
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Account mechanics
IATA
Accounts pledged in favor of the Financiers
O-shore
Revenues A/C
O-shore Debt
Service Reserve A/
C
O-shore
Receivables
Collec@on A/C
4
Opera,ng A/C
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AED 4.0 bn (US$ 1.1bn) Syndicated Facility in the UAE related to the development of the
Mideld Terminal Complex (MTC) of the Abu Dhabi Airport
MTC is a centerpiece of Abu Dhabi Airport
Companys (ADAC) mul,billion-dollar investment
program and Abu Dhabi 2030 Vision. At 700,000
sq.m. it will be one of the largest terminals in the
region and shall be the primary gateway for airlines
opera@ng from Abu Dhabi and home to E@had
Airways, countrys na@onal carrier.
According to MEED, it was the largest GCC project
awarded during the course of 2012. The JV
comprised TAV (Turkey) CCC (Lebanon) Arabtec
(UAE).
Mashreq acted as the Sole Lead, Coordinator, MLA,
Facility & Security Agent, Fron@ng Bank and Project
Account Bank for the Syndicated Facility,.
The Syndicated Facility incorporated both
Conven@onal and Islamic tranches, comprising the
full spectrum of facili@es from LeSers of Credit to
project related loans.
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Timeline
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(7) Repayment
of Sale Price at
Maturity
(4) Payment of
Purchase Price
Supplier
(3) Shipment
(2) Mudaraba Agreement
(6) Sale of
Shipment
(8-a)
(8-c)
(8-b)
(4-b)
(4-a)
Par@cipant
(8) Repayment
of Sale Price
(4-c)
Par@cipant
(1) Mudaraba Agreement
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Par@cipant
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US$20MM
Sponsor
Equity
contribu@on
Djibouti
US$10 MM
Syndicated loan
(ICD US$4 MM
AfDB US$6 MM)
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Ques,ons
and
Answers .
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D I S C L A I M E R
This presenta@on has been prepared by Alterna@ve Interna@onal Management Services (AIMS) for the exclusive use of the party (the
Recipient) based on the informa@on provided to the AIMS customer and/or publicly available informa@on. AIMS has not independently
veried the informa@on contained herein, nor does AIMS oer or make any representa@on or warranty, either express or implied, as to the
accuracy, completeness or reliability of the informa@on contained in this presenta@on for any forecasts, es@mates, opinions, analysis,
projec@ons of any nature or kind. The informa@on should not be regarded by the Recipient as a subs@tute for the exercise of their own
judgment. This presenta@on may contain forward-looking statements. AIMS undertakes no obliga@on to update these forward-looking
statements for events or circumstances that occur subsequent to this presenta@on. Any informa@on or opinion expressed herein is subject to
change without no@ce. There is no guarantee that any of these es@mates or projec@ons will be achieved. Actual results may vary from the
projec@ons and such varia@ons may be material. Nothing contained herein is, or shall be relied upon as, a promise or representa@on as to the
past or future. AIMS, its managing partners , partners, employees and/or agents expressly disclaim any and all liability rela@ng or resul@ng
from the use of all or any part of this presenta@on.
This presenta@on has been prepared solely for informa@onal purposes and is not to be construed as a solicita@on or an oer to buy or sell or
invest in any securi@es or related nancial instruments. The Recipient should not construe the contents of this presenta@on as legal, tax,
accoun@ng or investment advice or a recommenda@on. The Recipient should consult its own counsel, tax and nancial advisors as to legal and
related maSers concerning any transac@on described herein. This presenta@on does not purport to be all-inclusive or to contain all of the
informa@on that the Recipient may require. No investment, divestment, funding, hedging or other nancial decisions or ac@ons should be
based solely on the informa@on in this presenta@on.
This presenta@on has been prepared on a conden@al basis solely for the use and benet of the Recipient; provided that the Recipient and any
of its employees, representa@ves, or other agents may not disclose to any and all persons other than as required by law. Distribu@on of this
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This material must not be copied, reproduced, distributed or passed to others at any @me, in whole or in part, without the prior wriSen
consent of AIMS. AIMS specically prohibits the redistribu@on of this material and accepts no liability whatsoever for the ac@ons of third
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MERCI !
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