The purpose of this write-up is to answer frequently-asked questions on Sukuk and its benefits.
It is a financial system comprising institutions, products (such as sukuk) and services that operate according to Islamic law known as Shariah under the principle of Islamic commercial laws. It involves the means by which corporations or governments raise capital and the forms of investments that are made in accordance with Shariah. Just as conventional financial systems, Islamic financial system comprises of deposit taking banks, fund managers, investment firms, and insurance companies (takaful). These entities are governed both by Islamic law and the conventional finance industry’s rules and regulations.
Islamic Finance aims at ensuring or is based on the principle of ‘justice and equity’ for all parties involved in a transaction.
An Arabic word, meaning Islamic law, it refers to the legal system governing believers of the Islamic faith and derived from four (4) main sources: The Holy Qur’an, The Sunnah (practices of the Prophet Muhammad), Ijma (Consensus among religion scholars) and Qiyas (Analogical Reasoning). It acts as a code for living that all Muslims should adhere to.
An Arabic word, refers to investment certificates or notes which evidence proportionate interest in ownership of tangible assets, usufructs and services or investment in the assets of particular projects or special investment activity that adhere to the principles of Shariah.
The basic principle behind Sukuk, popularly known as an Islamic or Shariah-compliant “Bond”, is that the holder has an undivided ownership right in a particular asset and is therefore entitled to the return generated by that asset.
As a component of Islamic finance, Sukuk is a non interest based investment and financing instrument but its application is not restricted to Muslims as it conforms to ethical standards and justice.
The application of Sukuk is not a recent phenomenon, it is as old as Islam. Prior to the modern period, Islamic communities used Sukuk as ‘papers’ to represent financial commitments that originate from trade and other economic transactions. The first Sukuk transaction took place in Damascus, Syria in the 7th Century AD.
Modern resurgence of Sukuk has been propelled by renewed recognition of the concept by the Islamic FIQH Academy of the Organization of Islamic Countries (OIC) and the Accounting and Auditing Organisation of Islamic Financial Institutions (AAOIFI). These institutions are standard setting organizations in the Islamic finance industry and have enabled Sukuk structures to be developed leading to the first successful issuance of Sukuk by the Malaysian Government in 1983.
The rationale behind the creation of Sukuk is to provide an alternative to conventional bond in a Shariah complaint manner.
Financing and investment in Sukuk must comply with Islamic law and ethical standards referred to as Shariah principles as follows:
Key differences between Sukuk and conventional bonds are as follows:
|Ownership||Represents the investors’ ownership interest in the underlying Sukuk asset, business, enterprise or project which entitles them to receive a share of the income generated||Evidence an interest bearing debt the issuer owes to the bondholders|
|Underlying Asset||The asset on which Sukuk are based must be Shariah-compliant.||Used to finance any asset, project or business|
|Pricing||Priced according to the value of the assets backing them||pricing is based on credit rating i.e the credit worthiness of the issuer without any specific asset to be relied upon|
|Returns to investors
|Returns on Sukuk can increase in value when the underlying assets increase in value||Returns from bonds are based on fixed interest|
|Sales||When you sell Sukuk, you are selling ownership in the assets backing them. In case of issuers’ default, Sukuk holders will possess the asset and they can sell it to other buyers or keep it as an asset.||The sale of bonds is the sale of debt|
|Guarantee on Returns||The initial investment (principal) isn’t guaranteed as the Sukuk holder may or may not get back the entire principal (face value) amount because Sukuk holders share the risk (loss) of the underlying asset.||Guarantee the return of principal when redeemed at maturity, regardless of whether the business is profitable or otherwise|
|Share of returns||Sukuk holders are entitled to share in the revenues generated by the Sukuk assets as well as being entitled to share in the proceeds of the realization of the Sukuk assets||The Bond holder has no legal or beneficial right over the asset constructed from the Bond proceeds|
|Nature of Investment||Sukuk is a hybrid instrument in that it combines both equity (shares in ownership of underlying asset/project) and debt features (fixed periodic payments/coupon payments).
|It is debt instrument|
An SPV is a company incorporated for the purpose of financing a Sukuk based project originated by an obligor i.e company or government seeking to raise fund.
Sukuk can be categorized as follows:
Sukuk structuring typically involves the packaging of pools of Shariah-compliant asset/projects which has to be reviewed and approved by Shariah advisers to ensure compliance with Shariah. Sukuk are structured based on the specific contract of exchange of the Shariah-compliant assets. Such contracts can be made through the sale and purchase of an asset based on immediate, instamental or deferred payment, leasing of specific assets or participation in joint-venture businesses.
The issuer funding objectives dictates which structure to adopt. Each structure may be used singly or combined with another in line with the underlying commercial and contractual basis for the Sukuk.
Ijara is a contract where a party purchases and leases out a specific asset (e.g. equipment, parcels of land, buildings) required by a client for a rental fee. The duration of the rental and the fee are agreed in advance in the contract entered into between the Lessor (Asset Owner) and Lessee (Beneficiary) and ownership of the asset remains with the lessor.
Ijara Sukuk are securities representing ownership of assets that are linked to a lease contract. Lease rentals are the source of returns to investors in this contract. Ijara Sukuk can be traded in the secondary Sukuk market at a price determined by the demand and supply of the product.
Murabaha is basically a sales contract whereby goods are sold at a price which includes the purchase price plus a margin of profit agreed upon by both parties concerned. The price is paid in cash or in installments.
Murabaha Sukuk are certificates of equal value issued for the purpose of financing the purchase of goods through murabaha so that the certificate holders become owners of the murabaha commodity. The proceeds from the Sukuk are used to purchase and take title of the commodities from a Supplier/Vendor and sell to the Sukuk Originating Entity at cost plus a reasonable profit payable in future. This true sale transaction entails the seller disclosing in advance to the buyer profit to be made in the transaction. The Murabaha contract is widely used as a short-term financing instrument.
Musharaka means a partnership arrangement between two or more parties to finance a business venture whereby all parties contribute capital either in the form of cash or in kind for the venture. Any profit derived from the venture will be distributed based on a pre-agreed profit sharing ratio, but a loss will be shared on the basis of capital contribution.
Musharaka Sukuk is a project/business equity financing where the certificate holders, via an SPV become part owner of the project while the Originating Entity is the other partner. The structure of Musharaka requires both parties to provide financing in cash or in kind to the project, share the profit/return based on the agreed sharing ratio and loss based on the proportionate capital contribution to the project. The Certificates are tradable in the secondary market.
Mudaraba is partnership contract between the capital provider (Rabb al-Māl) and an entrepreneur (Muḍārib) whereby the capital provider would contribute capital to an enterprise or activity that is to be managed by the entrepreneur. Profits generated by that enterprise or activity are shared in accordance with the percentage specified in the contract, while losses are to be borne solely by the capital provider unless the losses are due to misconduct, negligence or breach of contracted terms.
Mudaraba Sukuk are trust certificates issued to finance projects or business activities funded with Sukuk proceeds but managed by the Originating Entity on behalf of the Sukuk holders. The profit generated from the project/business activities is shared between the SPV (for Sukuk holders) and Originating Entity acting as an entrepreneur based on the pre-agreed ratio while in the case of loss, it is borne completely by the Sukuk holders as providers of the funds.
Istisna involves the sale of a specified asset, with an obligation on the part of the seller to manufacture/construct it using his own materials and to deliver it on a specific date in return for a specific price to be paid in one lump sum or installments.
Istisna Sukuk are certificates issued with the aim of mobilizing funds for the advance funding of real estate construction and manufacturing large assets such as power plants. The Sukuk proceeds are used to fund the contractor or manufacturer during the construction of the asset. The investors via SPV acquire title to that asset and upon completion either immediately pass title to the Obligor on agreed deferred payment terms or lease the asset to the developer under a hybrid contract of Istisna-Ijara Sukuk. This Sukuk is tradable only after delivery.
Salam is the sale of a specific commodity with defined quality and quantity which will be delivered to the purchaser on a fixed date in the future against an immediate advanced full payment of price.
Salam Sukuk are certificates of equal value issued for the purpose of mobilizing salam capital so that the goods to be delivered on the basis of salam come to the ownership of the certificate holders. It is most commonly used in the agricultural sector.
Asset-backed Sukuk involve granting the investor (Sukuk holder) a share of a tangible asset or business venture along with a corresponding share of the total risk in line with his level of investment.
In this structure, there is a true sale transaction, where the originator sells the underlying assets to an SPV as Trustees that holds these assets and issues the Sukuk backed by them. The buyers of Sukuk don’t have recourse to the originator if there are payment defaults. All of the risks and rewards of ownership passes to the SPV. The Sukuk holders must assume any losses in case of impairment of Sukuk assets.
Assets remain under the ownership of investors throughout the maturity period and returns is linked to performance of the assets. In the event of default, Sukuk holders have recourse to assets. If the returns fail to arise, the Sukuk holders suffer the losses. Examples of Asset Backed Sukuk include Musharaka and Mudaraba.
Asset-based Sukuk entails the issuer purchasing the underlying assets and then investing, trading or leasing them on behalf the investors (Sukuk holders), using the funds raised through the issued certificates (Sukuk). This structure, most often, takes the form of a sale-lease to the originator and is embedded with a binding promise from the originator to repurchase the underlying assets at maturity.
In this structure, the Sukuk holders can only require the originator to purchase the underlying assets. As such, the Sukuk holders have an unsecured debt claim against the originator embodied in the payment of the purchase price following an execution of the binding purchase promise. This implies that Sukuk holders don’t have full recourse to the underlying assets and the underlying assets are not used as collateral.
Asset-based Sukuk grant only beneficial ownership to the Sukuk holders, so that in case of default, the investor would be left without any claim on these assets. This makes this type of Sukuk more akin to debt or bonds. Examples of asset based Sukuk include Murabaha, Salam and Istisna.
The return provided to Sukuk holders by the SPV come in the form of profit from a sale, rental or a combination of both.
Some of the varied risks that can affect sukuk include:
A certificate evidencing ownership of an asset or its usufructs issued by an SPV backed up by the Sovereign entity.
It is a certificate evidencing ownership of an asset or its usufructs issued by an SPV backed up by state government.
A certificate evidencing ownership of an asset or its usufructs issued by an SPV backed up by a company
A certificate evidencing ownership of an asset or its usufructs issued by an SPV backed up by a supranational institution
Generally, participants in the Sukuk market in Nigeria include:
Prospective issuers of Sukuk may invest the Sukuk proceeds in the following projects areas: Agriculture, Roads, Air Transport, Rail Transport, Power, Petroleum Refining, Mass Housing, Education, Health facilities, Water and sanitation e.t.c
Interested persons can buy Sukuk during public offer through Capital Market Operators registered by the Securities and Exchange Commission or on recognised and registered Exchanges through a stockbroker.
Yes. Most sukuk can be sold through stockbrokers.
Today, over 20 countries in Europe, Asia, Middle East and Africa have issued either corporate or sovereign Sukuk with Malaysia and United Arab Emirates at the forefront. Other countries include Bahrain, Indonesia, Iran, Qatar, Kuwait, Pakistan, Saudi Arabia, Singapore, Somalia, Turkey, Brunei, UK, Hong kong, Egypt, Ivory Coast, Senegal, Gambia, South Africa and Nigeria.
The global Sukuk market continues to witness remarkable growth since after the 2008 global financial crisis. Annual issuances have grown from $15 billion in 2008 to almost $120 billion in 2014. Most of the Sukuk issuances recorded oversubscription. For instance, UK’s £200m Sovereign Sukuk sale in 2014 attracted effective demand worth £2.3bn, an increase by 11.5 times. Outstanding volume of Sukuk hit $290 billion in 2015 from 587 instruments.
The growth of the Sukuk market has been largely driven by liquidity in gulf countries, its focus on socially responsible investment, its innovative asset backed funding structures, and government’s support through regulation and issuances.
Yes. A Sub-national Sukuk worth about $62 million (N11.4 billion) was issued by Osun state in 2013 and a Sovereign Sukuk valued $277.93 (N100 billion) in 2017.
With population of about 170 million and a significant Muslim population estimated at over 50%, Nigeria is home to far more Muslims than all the leading Sukuk markets of Malaysia, Saudi Arabia, UAE, Kuwait and Qatar put together. In addition, Nigeria, estimated as the largest economy in Africa with a Gross Domestic Product of about $510 billion, has a larger economy than them, with the exception of Saudi Arabia.
Securities and Exchange Commission (SEC), Nigeria regulates sovereign, sub-national (State) and corporate Sukuk markets.
In Nigeria, Sukuk transaction is regulated through the framework provided under the Investment and Securities Act 2007 and SEC’s guidelines on Sukuk. Others are guidelines of reputable local and international institutions including CBN, Islamic Financial Services Board (IFSB) and AAOIFI.