Announcement Details/Table Section :
1. INTRODUCTION
The Board of Directors of QL Resources Berhad (“QLR” or “the Company”) wishes to announce that Al Rajhi Banking & Investment Corporation (Malaysia) Bhd (“ARBM”) had on 29 August 2011, submitted on behalf of QLR to the Securities Commission (“SC”) an application to seek the approval of the SC for the Proposed Sukuk Programme in accordance with the SC’s Islamic Securities Guidelines (“Sukuk Guidelines”) and Section 212 (4) of the Capital Markets and Services Act 2007 (“CMSA”).
In connection with the above, ARBM has been mandated by QLR to act as Principal Adviser and Lead Arranger for the Proposed Sukuk Programme.
QLR has received the SC’s approval in relation to the Proposed Sukuk Programme on 24 October 2011 vide the SC’s letter dated 24 October 2011.
2. SALIENT TERMS OF THE PROPOSED SUKUK PROGRAMME
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Issuer
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:
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QLR
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Trustee
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:
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Not applicable. There will only be a single subscriber to the Sukuk at all times.
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Facility Agent
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:
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ARBM
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Shariah Adviser
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:
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The Shariah Committee of ARBM
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Central Depository
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:
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Bank Negara Malaysia (“BNM”)
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Paying Agent
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:
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BNM
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Calculation Agent
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ARBM
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Sole Sukuk holder
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:
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ARBM
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Facility description (including the description of Islamic principles used)
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An Islamic Commercial Papers (“ICPs” or “Sukuk”) issuances programme of up to RM45.0 million in nominal value (“the Proposed Sukuk Programme”).
The Sukuk will be issued based on the Islamic principles of al-Wakalah (contract of agency), al-Bai’ (sale of assets), and al-Bai’ Bithaman Ajil (sale of assets with deferred payment).
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Issue/Programme Size
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Up to RM45.0 million in nominal value.
The outstanding nominal value of the ICPs issued under the Proposed Sukuk Programme at any point in time shall not exceed RM45.0 million, subject always to the reduction schedule as set out below:
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Scheduled Reduction Month
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The Proposed Sukuk Programme reduction in facility amount
(RM)
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The Remaining Proposed Sukuk Programme facility limit
(RM)
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February 2012
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4,100,000
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40,900,000
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August 2012
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5,450,000
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35,450,000
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February 2013
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5,450,000
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30,000,000
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August 2013
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6,820,000
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23,180,000
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February 2014
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6,820,000
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16,360,000
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August 2014
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8,180,000
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8,180,000
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February 2015
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8,180,000
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-
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Tenure of the Sukuk Programme
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The aggregate tenure of the Proposed Sukuk Programme is up to three and a half (3.5) years or up to 42 months or up to February 2015, whichever is earlier, from the date of the first issuance of the ICP, subject to the initial issuance to be effected within twenty four (24) months from the date of approval of the SC.
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Profit Rate
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Not applicable as the Sukuk shall be issued at a discount to nominal value.
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Security
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The Sukuk shall be unsecured.
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Rating
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The Sukuk shall be unrated, non-transferable and non-tradable.
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3. PURPOSE OF THE SUKUK
The proceeds from the Proposed Sukuk Programme shall be utilized to early redeem fully or partly the outstanding principal balance in the Company’s existing Structured Commodity Financing-i facility with ARBM. Once the ICPs have been issued for the purpose set out as above, the Company may issue new ICPs to redeem fully or partly the outstanding ICPs subject to the reduction schedule. The Company shall ensure that the utilisation of the ICPs under the Proposed Sukuk Programme complies with the Shariah principles at all times.
4. FINANCIAL EFFECTS
4.1. Share Capital
The Proposed Sukuk Programme will not have any effect on the share capital of QLR.
4.2. Shareholding Structure
The Proposed Sukuk Programme will not have any effect on the shareholding structure of QLR.
4.3. Earnings
The Proposed Sukuk Programme is not expected to have any material effect on the earnings of QLR for the financial year ending 31 March 2012.
5. APPROVALS REQUIRED
SC’s approval has been obtained. Other than the SC’s approval, no further regulatory approval is required for the Proposed Sukuk Programme.
6. DIRECTORS ‘ AND SUBSTANTIAL SHAREHOLDERS INTEREST
As at the date of announcement and insofar as the Directors are able to ascertain and are aware, none of the Directors and substantial shareholders of QLR and persons connected to them pursuant to Section 122A and Section 6A of the Companies Act, 1965 have any interest, direct or indirect, in the Proposed Sukuk Programme.
7. ESTIMATED TIMEFRAME FOR COMPLETION
Barring any unforeseen circumstances and subject to all the required approvals being obtained, the Proposed Sukuk Programme is expected to be issued in the fourth quarter of 2011.
8. DIRECTORS’ STATEMENT
The Directors of QLR, after having considered all aspects of the Proposed Sukuk Programme, are of the opinion that the Proposed Sukuk Programme is in the best interest of QLR.
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