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Exchangeable Sukuk Structure – Exchangeable Mechanism

  1. Sukuk Holders have an “Exchange Right” i.e. right to take “possession” of the Shares during an agreed period (the “Exchange Period”) before maturity of the Sukuk, and cancel the Sukuk Certificate
  2. Sukuk Holders issue unilateral irrevocable mandatory undertaking (the “Cash Settlement Purchase Right Deed”) that gives Company A right of first refusal to purchase the Exchange Property and make cash payment for the Exchange Property upon exercise of the Exchange Right
  3. Issuer appoints Exchange Agent. Upon request from Sukuk Holders during Exchange Period, Exchange Agent will exercise Sukuk Holders’ Exchange Rights
  4. Exchange Agent will:
    a.     Carve out Shares corresponding to the Certificates (Sukuk)
    b.     Cancel the Certificates and its corresponding rights
    c.     Offer the Shares to Company A (for exercise of its Purchase Right)
    d.     If Company A exercises the Purchase Right, Exchange Agent receives Cash Settlement Purchase Price from Company A and forwards Cash Settlement Purchase Price to Sukuk Holders, effectively allowing cash settlement by Company A
    e.     If Company A does not exercise the right, Exchange Agent forwards the Shares to Sukuk Holders