Islamic Finance
From Ogier
Introduction
We have the skills to manage a wide range of corporate and finance transactions and to provide our clients with the high quality advice they require. We have teams that are integrated across legal disciplines and offices so that a consistent level of service can be provided on all matters, in each jurisdiction and in combination across borders.
Our approach is to continually invest in developing our expertise and reputation in this area.
We establish open relationships with our clients and take the time to understand their businesses.
We generally work in small, partner led teams where our sector knowledge and experience enable us to provide effective, commercially focused advice.
Why Ogier?
Ogier is committed to providing the best available legal services. The firm distinguishes itself by its commercially minded and client-focused approach which is based on the following:
- Partner led, dedicated client teams
- First class lawyers with high staff continuity
- Significant expertise in the set up of SPVs.
Our Islamic finance practice
Finance is central to our firm’s strategy and we are ranked amongst the leading international practices in this area. We are conversant with a broad cross-section of Islamic products and work closely with our clients to reconcile the requirements of regulators and Shariah scholars.
Our approach
Our Islamic finance team comprises individuals who are experienced in traditional forms of finance as well as the Shariah principles governing Islamic finance and financing techniques.
Our experience, knowledge and understanding enables us to resolve the offshore aspects in structuring transactions and products which meet both Shariah and conventional banking requirements, as well as applicable regulatory requirements.
Our Islamic finance team represents both Islamic and conventional banks and financial institutions in relation to a broad cross-section of Islamic products and has experience of:
- Murabaha
- Mudaraba
- Musharaka
- Ijara
- Wakala
- Sukuk.
Our experience
Members of the team have represented a number of Islamic and conventional financial institutions in the structuring of Islamic financial products and the application of Shariah principles to the financing of:
- Ships
- Aircraft
- Real estate
- Commodities
- Projects and Infrastructure
Post – contract care and dispute resolution
In addition to advising on Islamic finance structures at their outset, we also advise on these structures once they are operational. Our dispute resolution lawyers, for example, are experienced in dealing with disputes where the transaction has been structured in accordance with Islamic finance principles.
Selected Islamic finance experience
Islamic Development Bank
Ogier has worked with the Islamic Development Bank (IDB) on successive issuances of trust certificates under IDB’s US$10bn sukuk trust certificate programme. The programme provides for trust certificates issued by IDB Trust Services Limited (IDB Jersey), a Jersey company, to be admitted to listing on the official list of the UKLA and to trading on the London Stock Exchange, as well as for trust certificates to be listed (but not quoted for trading) on the Bursa Malaysia. US$9.5bn of trust certificates have been issued to date.
Kuwait Finance House
Ogier in Jersey acted for Kuwait Finance House (KFH) on a number of KFH- sponsored transactions using Jersey company structures to acquire c. £80m of commercial real estate in the UK.
The debt financing for each acquisition has comprised both Shariah-compliant funding and conventional funding, with security over Jersey-situs assets. Common features of the properties acquired include UK household-name anchor tenants and leases containing sound commercial covenants. KFH has variously instructed Ogier in a consultancy/advisory capacity on certain other Islamic finance projects. In these projects, Shariah-compliant lending by KFH (or other Islamic financiers) has involved the structuring of Jersey law security, as primary security, over key (Jersey-situs) assets underpinning the negotiated security/financing package.
AI Salam Bank – Bahrain
Ogier acted as Jersey counsel to AI Salam Bank-Bahrain, in relation to the establishment of a Jersey special purpose vehicle which was involved in a £38m Shariah-compliant mezzanine facility to refinance a landmark commercial property located in Canary Wharf, London.
Bank of London and the Middle East Ogier in Jersey has acted for the Bank of London and the Middle East (BLME) on successive refinancings of the 2011 acquisition by BLME’s Light Industrial Building Fund of three light industrial
properties in the UK. A Jersey protected cell company structure was used in
the debt financing which comprised both Shariah-compliant funding and conventional funding, with security over Jersey-situs assets.
In addition, Ogier Jersey and Ogier Luxembourg have acted for BLME on a number of Shariah-compliant real estate financings, each involving the provision by BLME of a murabaha.
The Investment Dar
Ogier Jersey acted on the Jersey corporate, banking and regulatory aspects of the restructuring of The Investment Dar, a Kuwaiti-based investment company with diversified investment holdings, including project management, asset management, banking, real estate, construction, transportation and manufacturing and a significant interest in Aston Martin. The restructuring involved Shariah-Compliant financing in the form of a murabaha and security over Jersey situs assets.
Lembaga Tabung Haji
Ogier Jersey acted for Lembaga Tabung Haji (LTH) in respect of two separate acquisitions of London office property, 10 Queen Street Place and 151 Buckingham Palace Road, both using Jersey holding company structures, being some of LTH’s first real estate purchases in London. Ogier also advised on the later refinancing of the acquisitions with external financing funded by a syndicate of Maybank Islamic Berhad, OCBC Al-Amin Bank Berhad and Standard Chartered Saadiq Berhad.
Ogier Jersey and Ogier Guernsey also acted for LTH on the purchase and Shariah-compliant financing of Unilever House in Leatherhead for c. £76m. The purchase and financing was structured by way of a corporate acquisition using a Jersey company. The deal was funded by way of Shariah-compliant financing provided by a senior murabaha facility from Export-Import Bank of Malaysia Berhad.
CIMB Bank Berhad
Ogier acted as Jersey and Guernsey legal counsel to CIMB Bank Berhad, in relation to an £87m Shariah-compliant murabaha agreement to refinance the acquisition of
office property. The Channel Island security comprised conventional security over Jersey and Guernsey situs assets.
Gatehouse Bank plc
Ogier in Jersey, Guernsey and the Cayman
Islands have acted for Gatehouse Bank plc on more than a dozen transactions using Jersey or Cayman Islands company acquisition structures to to buy UK real estate, including student accommodation, warehouse and office premises. The transactions have involved Shariah- compliant funding and conventional funding, with security over Jersey-situs assets. Ogier Jersey has also acted on successful disposals of some of these real estate assets, including Proctor & Gamble’s UK Headquarters, student accommodation and a core manufacturing facility of Rolls Royce.
Gatehouse Bank plc instructed Ogier Jersey in establishing, alongside Sidra Capital (a Saudi Arabian and CMA- regulated Shariah-compliant financial services company), the £100m Sterling UK Real Estate Fund (SURF) to invest in Shariah-compliant commercial real estate in the UK.
BVI company financing Ogier acted as BVI legal counsel in several Shariah compliant structures including assisting a client of Fladgates LLP with the purchase of a piece of commercial real estate using a combination of traditional property financing and Islamic financing to raise the purchase price of £16.25m.
Ogier assisted a client of DLA Piper UK LLP with a £65m Shariah-compliant property financing which it obtained from a well- known Middle Eastern bank using three BVI incorporated companies as borrowers. The monies were used to refinance an existing mortgage facility already extended over a London property owned by one of the BVI borrowers, to provide mortgage financing in relation to two other London properties held by the remaining BVI borrowers and to finance the on-going refurbishment works on the properties.
Goldman Sachs International
Ogier’s Cayman office advised Goldman Sachs as arranger and lead manager on the issue of its first ever sukuk. The sukuk is based on a wakala structure with the underlying assets linked to commodities and raised $500m.
Ogier’s role was to form and organise the issuer, review and comment on the transaction documents from a Cayman perspective and to advise on the complex Cayman regulatory issues, including AML and FATCA, as well as issuing customary listing opinions.
Contacts
BVI
Ray Wearmouth
Partner
T +1 284 852 7364
Cayman
Angus Davison
Partner
T +1 345 815 1788
Guernsey
Christopher Jones Managing Associate T +44 1481 752337
Jersey
Chris Byrne
Partner
T +44 1534 504270
Simon Dinning
Partner
T +44 1534 504251
Edward Scott Managing Associate T +44 1534 673754
Matthew Swan
Partner
T +44 1534 504238
Luxembourg
Fabien Debroise
Partner
T +352 2712 2014
Daniel Richards
Partner
T + 352 2712 2011
