Published on 30 July 2013
RAM Ratings has reaffirmed the
AAA rating of CJ Capital Sdn Bhd’s (“CJ Capital” or “the Company”) RM114
million Sukuk Murabahah (2010/2020); the long-term rating has a stable outlook.
CJ Capital had been set up as a funding vehicle to raise the Sukuk Murabahah;
it is wholly owned by Cahaya Jauhar Sdn Bhd (“Cahaya Jauhar” or “the Company”).
Cahaya Jauhar is a 60:40 joint
venture between UEM Land Berhad and the Johor State Government (“State
Government”) via State Secretary Johore (Incorporation) (“JSSI”). The Company
had been incorporated to undertake the turnkey design-and-build contract for
the development of Kota Iskandar in Nusajaya, Johor (“the Project”). Phase 1
and additional works pertaining to furnishings, landscaping and security have
already been completed, in return for which Cahaya Jauhar is entitled to
receive irrevocable and unconditional annuity payments of RM15 million per
annum from JSSI for 10 years (“the Annuity”). The Annuity has been given to CJ
Capital via the Deed of Hibah.
The AAA rating is supported by
the highly predictable annuity payments from a strong counterparty, i.e. the
State Government. The fulfilment of JSSI’s obligations is ensured, based on the
strength and enforceability of the key governing documents (principally, the
Deed of Annuity and the Deed of Hibah). Notably, the annuity payments are
payable regardless of the termination or cancellation of agreements relating to
the Project, or the variation, delay or cessation of the Project’s other
phases. To date, all annuity payments from JSSI have been prompt.
The structural features of the
transaction minimise potential cashflow leakage. The funds are to be paid
directly into the Annuity Account – a designated account solely managed by the
Trustee. The assignment of the Annuity and the charge over the designated
accounts, including the Annuity Account, ensure that the Sukuk holders’ legal
rights over the funds in these accounts are protected. In addition, covenants
restrict CJ Capital from paying any dividend or embarking on any other activity
(apart from exercising its rights or performing its obligations under the
transaction agreements) until the Sukuk Murabahah has been fully repaid.
Media contact
Jason Tan
(603) 7628 1030
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