Published on 23 April 2015
RAM Ratings has assigned an AAA(s)/stable
preliminary rating to Ihsan Sukuk Berhad's (Ihsan) RM1 billion Sukuk
Ihsan Programme. Ihsan is a trust-owned company established for the sole
purpose of raising capital to support the corporate and social
responsibility efforts of Khazanah Nasional Berhad – the promoter of
this exercise. As the issuer, Ihsan will raise funds under the Islamic
principle of Wakalah Bi Al-Istithmar and/or other Islamic principles to
be determined. The initial issue of Sukuk Ihsan will be based on the
Islamic principle of Wakalah, where proceeds will be used to purchase
eligible sukuk investments. Khazanah will, in turn, use the proceeds to
fund Shariah-compliant eligible sustainable and responsible investment
(SRI) projects, as provided in the SRI framework introduced in the
Securities Commission's revised sukuk guidelines published in August
2014.
In assessing the credit risks associated with Sukuk
Ihsan, RAM had considered Khazanah's role as the sukuk holders’
counterparty in the transaction structure. Khazanah, as the sub-wakeel
for Ihsan (which is the wakeel for the sukuk holders) - will invest the
proceeds in either Shariah-compliant tangible assets or
Shariah-compliant commodities purchased and sold under the principle of
Murabahah (Commodity Murabahah Investment), with at least 33% of the
sukuk proceeds invested in tangible assets.
The AAA(s) rating is supported by Khazanah's role as
the obligor under the purchase undertaking to buy the sukuk holders'
interests in sukuk investments, as well as its commitment to make
deferred payments pursuant to the Commodity Murabahah Investment in
order to fully meet the obligations under the sukuk programme. While we
recognise that Khazanah's credit profile fully backs the sukuk
obligations, investors should take note that they remain exposed to the
performance of the underlying SRI project.
Notably, the Sukuk Ihsan repayments will be
dependent on the SRI project’s performance. Unlike a fixed-income
instrument with fixed maturities and profit rates, the repayment of the
Sukuk Ihsan will depend on the eligible SRI project's ability to meet
identified key performance indicators. If the SRI project successfully
achieves the pre-agreed outcome, investors will not recover their
original investment amount; the nominal value or accreted value (where
applicable) of the Sukuk Ihsan will be mandatorily reduced in accordance
with a pre-defined formula. The assessment will be performed by an
independent auditor, and the adjustment calculated prior to the
scheduled dissolution date of the Sukuk Ihsan. Furthermore, the Sukuk
Ihsan holders can also (wholly but not partially) waive their rights,
benefits and entitlements as investors by selling their sukuk holdings
to Khazanah at a nominal consideration. Sukuk holders are entitled to
exercise their option to waive on either the issuance date of the
relevant sukuk or such points after the issuance date, but prior to the
maturity of the said sukuk.
We highlight that the rating of the Sukuk Ihsan does
not measure nor indicate the likelihood of the eligible SRI project
meeting its pre-agreed targets. As such, it does not reflect the risks
associated with the possible reduction of the nominal value (or accreted
value, where applicable) of the sukuk, as provided for under the terms
of the Sukuk Ihsan Programme. RAM will reassess the rating if there is
any variation to the Islamic principles applied. At this point, RAM has
yet to review the transaction and issue documents for the Sukuk Ihsan
programme. Therefore, the assigned rating is only preliminary at this
juncture; the final rating will be subject to our satisfaction with the
final transaction documents.
Khazanah is a strategic investment fund owned by the
Government of Malaysia (GOM). Save for 1 share held by the Federal Lands
Commissioner, the entire equity interest in Khazanah is directly or
indirectly owned by the Minister of Finance Inc. We therefore consider
Khazanah as being very closely linked to the GOM. Based on our criteria
for government-linked entities, Khazanah’s rating and the corresponding
outlook are in line with those of the GOM, and are likely to shift in
tandem with any movement in the sovereign’s rating and outlook.
Media contactSiew Suet Ming
(603) 7628-1171
suetming@ram.com.my
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