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DESIGNING OF A SIMPLE MODEL OF ISLAMIC BOND (SUKUK) FOR ISLAMIC CAPITAL MARKET
Abstract
This applied study is aimed at designing a simple model of an Islamic bond (sukuk). As such, the shariah compliant is thoroughly observed pertaining to documentation and transaction involve in handling this instrument. Based on the designed of the model in this study, contribution in term of an innovation can offer a new knowledge to the practitioners as well as academicians and the interested parties of this capital market instrument.
Qualitative method of research and descriptive approach to research method are applied in this study as they are appropriate in looking into the research issue understudied. Capitalising on the explored and examined instrument shall then become the basis in innovating more sophisticated models for multiplicity of instruments to be made available in the capital market.
Introduction
Sukuk refers to certificate of debt or shahadah al-dayn issued evidencing the drawers debt onto the drawee in a primary market. The followings are the criteria for issuance of sukuk i. ii. There must not be any element of interest be it fixed or floating. It is created based on an underlying permissible transaction such as ijarah, bai bithaman ajil, murabahah etceteras.
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Such duly created and issued certificate of debt could then be traded in the secondary market. This process is known as securitisation.
For instance, if a customer A owes RM10 million to Bank A, apart from the legal documents, an I owe you (IOU), a form of promissory note is created to evidence this debt. In this case, customer A draws the note onto Bank A. Bank A may then sell this debt to Bank B, Bank C or other interested institutions.
In conventional banking this tradable certificate or security is issued for a loan with interest to raise fund. In addition to this, annual coupon rate is introduced for the security. The prime difference between sukuk and conventional bond is the absent of interest element and the existence of an underlying permissible transaction. There is no annual coupon rate attached to the sukuk and thus its characteristic is of zero coupon bonds.
Sukuk in the form of shahadah al-dayn [refer to appendix 1 and 2] is just like murabahah Islamic accepted bill is traded in the secondary market based on the principle of al-dayn or exchange of debt. Whilst, pricing of sukuk is at a discount to the value payable by the issuer upon maturity.
Literature review
There is still lacking of available literature to help in educating on the understanding of Islamic capital market, particularly on the real practically hands-on knowledge which is important for the benefit of society (ummah) in carrying out the man-to man relationship activities in life in the permissible way. As such, this study will address the understudied issue to offer a guide in innovating a model of capital market instrument namely Islamic bond (sukuk).
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The secondary market trading of the notes are confined to the following bodies.
i.
Prescribed corporations as defined under Section 38(7) of the Companies Act, 1965.
ii. iii.
Insurance companies Statutory bodies established by an Act of Parliament or Enactment of any state in this country.
iv.
Pension funds approved by the Director General of the Inland Revenue provided under Section 150 of the Income Tax Act, 1967.
v.
Such other corporations as may be acceptable to the issuer after taking into consideration the relevant provisions of the Companies Act, 1965.
In addition to the above, there should be no physical delivery of the notes be allowed. All notes shall be deposited with the authorised depository of the facility. Usually, the authorised depository shall also act as principal dealer providing two way quotations for the notes.
Additionally, it is worthy to understand the responsibilities of issuance and paying agent (authorised depository) in the course of handling such instrument. Therefore, we begin with looking into the responsibilities of the issuing agent which are as follows. i. An issuing agent shall have to ensure the correct quantity of the executed notes. ii. An issuing agent shall also ensure such notes are numbered and dated with the issue number, serial number, the maturity date and the issuing date. iii. An issuing agent shall ensure that all notes be duly executed by the authorised signatories of the issuer and the agent.
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Further, we look into the responsibilities of the paying agent which are as follows. i. A paying agent has to maintain promissory notes register containing full and complete records of all issuance, redemptions and cancellations. ii. A paying agent is to ensure the issuer is instructed within two business days of any maturity date, to place the redemption amount i9n a designated account at the latest before 11.00 a.m. on the maturity date. iii. A paying agent is to pay the face value of the notes to the owners of the notes as appeared on the promissory notes register on the maturity date. iv. A paying agent shall cancel and return to the issuer all notes paid and redeemed within 30 days of the date of cancellation. v. A paying agent shall only allow replacing notes which are mutilated or destroyed upon receipt of the following. i. ii. iii. vi. cost of replacement evidence of destruction or mutilation submission of safe custody receipt
A paying agent shall track out of pocket expenses (legal, cable and postages) incurred and bill it onto the issuer.
Next, we look into the responsibilities of the authorised depository agent which are as follows. i. An authorised depository agent shall keep track of the security cover which shall be 130% of the security amounts at all times.
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Methodology
This study emphasised on qualitative research method and descriptive research approach as both are appropriate to look into the research issue in this study. In addition, analytical and comparative approaches to research are also applied where appropriate. Scrutiny on relevant documentation with reasonable broad and in-depth study of the subject matter has been carried out to ensure coverage on the locus and focus of the issue under-studied respectively. Thus these could justify the holistic nature of the issue being focussed and the scientific characteristic of this study.
In this study, it was hypothesized that innovation of sukuk is probable in Islamic capital market. Therefore, the justification on such assertion has to be explored in order to ensure its shariah compliant. In order to establish the trueness of the
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The discussion on designing a model of sukuk issuance shall include the steps and procedures involve in the innovation. The first step that a bank should look into is of the reputation of the corporate customer which normally a listed corporation. Apart from this the principal business of the corporation is looked into including the currently on-going projects for the justification of the type and amount of funds required. Assuming (1st assumption) in this case a corporation requires RM30 million working capital funds to complete a project. Next, assuming (2nd assumption) also this customer is negotiating with one bank to save time and costs for the issuance of sukuk.
Secondly, the bank shall obtain a mandate from this customer to arrange for the facility. This mandate is usually in the form of a resolution of meeting of the board of management or board of directors of the corporation where appropriate. The implication of insisting this mandate on the part of the bank is that, should the facility be aborted, then the bank can seek a remedy to recover its expenses from the customer.
In the next discussion, we identify the characteristics of sukuk, which can suit the capital requirement of this customer. The objective of liberalising the characteristics is none other than to provide convenience in attracting both the local and international investors in investing with the corporation issuing the sukuk. Efforts in liberalising the characteristics include issuance of sukuk in foreign currencies outside the issuers country. This can be facilitated by making available the shariah and legal framework and conducive tax incentive
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the tenor of this facility the collateral of facility the yield of this facility the mode and related subject matter of the permissible underlying transaction to accommodate the basis for the issuance of the sukuk.
In furtherance of the process of issuance of sukuk, it is further assumed (3rd assumption) that this customer requires the financing facility for a tenor of five years. This customer is also offering its shares in a listed subsidiary as collateral and at the same time the subsidiarys assets are be used to facilitate a trade transaction on the basis of al-bai bithaman ajil (4th assumption).
In order to determine the acceptable yield, both the bank and the customer will take a view of what shall be the cost of financing or market rate that will prevail in the next five years from now. One must bear in mind that, the customer would not want a yield that would be too high, if market rate is going to drop over the next five years. On the other hand, the bank would not want a yield that would be too low, if market rate is going to rise over the next five years. As such, in determining what would be the anticipated market rate over the next five years requires some knowledge, skill, experience and element of intuition that could be offered by market analysts or specialise consultants or even the banker and the customer themselves. It might be after some negotiation, the bank and customer will agree to a determinable yield. Assuming in this case the agreed yield for this facility is 8.75% p.a. (5th assumption). This is actually what would be the internal rate of return (IRR) for the banks investment.
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Nature and amount of Syndicated al-bai bithaman ajil with notes issuance
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precedent to the facility. Secondly, receipt of seven business days prior written notice to the agent.
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Number of primary notes for RM500,000 RM30.0 million each RM500,000 = 60 pieces of primary notes Tenor of facility Maturity of secondary notes 5 years Every six monthly basis
Number of secondary notes supporting 5 x 2 = 10 each primary note for the tenor of five years Total profit of facility for 5 years RM30 million x 8.75% p.a. x 5 years =RM13.125 million Portion of profit per primary note RM13.125 million 60 =RM218,750 Portion of profit per secondary note RM218,750 10 RM21,875
The following are the face value and tenor of notes issued Classification notes of Number of Tenor notes to be issued Primary notes Secondary notes 60 60 60 60 60 60 60 60 60 5 years 6 months 12 months 18 months 24 months 30 months 36 months 42 months 48 months Face value per Total note RM 500,000 21,875 21,875 21,875 21,875 21,875 21,875 21,875 21,875 value RM 30,000,000 1,312,500 1,312,500 1,312,500 1,312,500 1,312,500 1,312,500 1,312,500 1,312,500 face
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Conclusion The above innovation is a simple model of a sukuk for Islamic capital market. Based on the above discussion relating to this innovation, the hypothesis, that innovation of sukuk is probable in Islamic capital market is validated. The instrument is reliable for use by the investors in Islamic capital market as there is no element of usury (riba) involve both at the stage of its innovation as well as in its trade dealings. The instrument is also created free from element of ambiguity (gharar) as all material facts are made clear in both its documentation as well as the instrument. Further, there is no element of gambling (maisir) in its trade dealings.
Since its permissibility is of probable in nature, therefore it is worthy to look at the advantages of issuance of sukuk so as to encourage more players both the issuer and the investors involve in it and thus benefiting the economic well being of the society (ummah). Such advantages are listed as follows.
i.
It facilitates an alternative to conduct business financial affairs according to the dictates of Islam and hoping for the blessings in the form of al-falah and help in boosting the frontier of the Islamic capital market.
ii.
In Malaysia, there is incentive in the form of cost saving in term of stamp duties exemption on Issuance of Islamic private debt securities including sukuk
iii.
Sukuk is a securitised facility and thus is more attractive in term of its marketability compared to a syndicated facility which is not securitised.
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1. Mohd Nasir bin Hj. Mohd Yatim. 2004. Investors' perception on the usefulness of corporate annual reports issued by Islamic financial institutions in Malaysia. Unpublished PhD Thesis. Irish International University, Dublin. (European Union). 2. Mohd Nasir bin Hj. Mohd Yatim. 2000. The principles and practices of non-interest unit trust funds, Journal of Accountants National. Kuala Lumpur. Malaysia. 3. Mohd Nasir bin Hj. Mohd Yatim. 2001. Bai Istisna' financing in noninterest banking - An outline, Journal of International Accountants, Newcastle, UK. Jan. 4. Mohd Nasir bin Hj. Mohd Yatim. 2001. The concepts and application of bai' bithaman ajil financing in Islamic financial system. Journal of Accountants National. Kuala Lumpur. Malaysia. April. 5. Mohd Nasir bin Hj. Mohd Yatim. 2001. Murabahah sales. Journal of Accountan National. Kuala Lumpur. Malaysia. Jun. 6. Mohd Nasir bin Hj. Mohd Yatim. 2001. Ilmu perakaunan hindar kesangsian urusniaga. Berita Harian. Kuala Lumpur, Malaysia. 23 Jun. 7. Mohd Nasir bin Hj. Mohd Yatim. 2001. Perakaunan khas untuk urusniaga murabahah. Utusan Malaysia. Kuala Lumpur, Malaysia. 18 Jun. 8. Mohd Nasir bin Hj. Mohd Yatim. 2004. Investors' perception on the usefulness of corporate annual reports issued by Islamic financial institutions in Malaysia. Proceedings in UIBM Conference at Hyatt in Kuantan, Malaysia. 6-7 Dec. 9. Mohd Nasir bin Hj. Mohd Yatim and Noormala binti Ahmad 2004. Empirical study on clients' patronage factors of accounting and management services businesses in small towns in Malaysia. Proceedings in UIBM Conference at Hyatt in Kuantan, Malaysia. 6-7 Dec. 10. Mohd Nasir bin Hj. Mohd Yatim 2000. Islamic Financial instruments. Paper presented at a Seminar in Dewan Kuliah FPP,UKM dated 24th June 2000 organised by PMFPP.UKM.
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PRIMARY NOTE Issue Number: Serial Number: Amount: Issue date: Maturity date
For value received, _____________________________________ (the issuer) promises to pay to the holders of this note on the abovementioned maturity date the sum of RM500,000.00 upon presentation and surrender of the safe custody receipt relating to this note to __________________________________(the agent which expression includes any successor appointed) pursuant to an issue and paying agency agreement (the agency agreement, which expression shall include the agency agreement as from time to time amended, modified or supplemented dated ______________ made between the issuer and the agent.
This note is issued with the benefit of a deed of covenants dated _______________(the deed of covenants) executed and delivered by the issuer and with the benefit of, and subject to the memorandum of deposit dated the _____________(the memorandum of deposit) made between
________________________________ as issuer, the investors as listed in sample schedule A thereof (the investor) and the agent as trustee and for the benefit of the holders under the memorandum of deposit upon and subject to the terms and conditions of the memorandum of deposit wherein the agent shall be entitled at any time without prior notice to the issuer to sell or otherwise dispose of all the title to and interest in the shares as defined in clause 1.1 of the said memorandum of deposit
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All payments to be made by the issuer under this note, whether in respect of value herein stated, or any other item, shall be made free and clear of any set-off, restrictions or conditions and free and clear of, and without deduction or withholding for or account or any present or future tax, unless such deduction or withholding is required by law. In such event, the issuer shall; 1. Ensure that the deduction or withholding does not exceed the minimum amount legally required. 2. Pay to the relevant taxation or other authorities within the period for payment permitted by applicable law the full amount of the deduction or withholding. 3. On request, furnish to the holder of this note, within the period for payment permitted by applicable law, an official receipt of the relevant taxation or other authorities involved for all amounts deducted or withheld as aforesaid.
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All payments in respect of this note will be made in Malaysian ringgit by, at the option of the paying agent, either Malaysian Ringgit cheque or draft drawn on, or transfer to a Malaysian Ringgit account maintained by the holder of this note with a bank in Kuala Lumpur.
This not is a promissory note issued pursuant to the Bills of Exchange Act, 1949 and is govern by, and shall be construed in accordance with, the laws of Malaysia.
In WITHNESS WHEREOF this issuer has caused this note to be duly executed manually on its behalf.
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SECONDARY NOTE Issue Number: Serial Number: Amount: Issue date: Maturity date:
For value received, we _________________________________ promise to pay to the holder of this note on the abovementioned maturity date the sum of Malaysian Ringgit: Twenty-one thousand, eight hundred and seventy-five only (Malaysian Ringgit: 21,875.00) upon presentation and surrender of the safe custody receipt of this note to the agent.
This
note
is
issued
together
with
PRIMARY
NOTE
under
serial
number:____________ and the terms contained therein shall apply to this note.
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SCHEDULE A NAMES AND ADDRESSES OF THE INVESTORS INVESTORS 1. Bank A 2. Takaful Company B 3. State Government Corp 4. Bank B Bank Malaysia Berhad Total Appendix 4 ADRESSES PROPORTION (RM) 15,000,000.00 5,000,000.00 5,000,000.00 3,000,000.00 2,000,000.00 30,000,000.00
SCHEDULE B THE SHARES No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 Name of company Certificate number Unit of shares 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000
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SCHEDULE C FACE VALUE AND TENOR OF NOTES Types of notes No. of notes Tenor to be issued Primary notes 60 5 years Face value per Total note (RM) 500,000 face
Secondary notes
60 60 60 60 60 60 60 60 60 60
6 months 12 months 18 months 24 months 30 months 36 months 42 months 48 months 54 months 60 months
21,875 21,875 21,875 21,875 21,875 21,875 21,875 21,875 21,875 21,875 Sub-total Grand total
1,312,500 1,312,500 1,312,500 1,312,500 1,312,500 1,312,500 1,312,500 1,312,500 1,312,500 1,312,500 13,125,000 43,125,000
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