Clifford Chance advises on the Shari'a compliant first ever securitisation of Middle East real estate instalment sales receivables

The transaction involving this brand new asset class was also Shari'a compliant.

The sukuk certificates are asset backed by instalment sales receivables from the sale by Sorouh Real Estate PJSC ("Sorouh") of plots of land on the iconic Shams and Saraya Master Developments in Abu Dhabi and have been awarded the highest credit rating to date for a non-sovereign instrument issued in the MENA region.

The transaction is also unique in many other ways, but notably, apart from being the first ever securitisation of this asset class, marks the first asset-backed securitisation out of Abu Dhabi.

The transaction is also the world's largest Shari'a compliant securitisation to date, includes Shari'a compliant tranches and represents one of the few fully distributed asset backed transactions since the advent of the "credit crunch".

The class A sukuk certificates, class B sukuk certificates and class C sukuk certificates are rated Aa3/A3/Baa3 (respectively) by Moody's Investors Service Limited and A/BBB+/BBB- (respectively) by Standard & Poor's.

Clifford Chance represented Citigroup Global Markets Limited ("Citi") (in its capacity as Global Coordinator) and Abu Dhabi Commercial Bank, Citi, First Gulf Bank, National Bank of Abu Dhabi and Noor Islamic Bank (in their capacities as Joint Lead Managers and Joint Bookrunners).

Debashis Dey, Head of Capital Markets and Structured Finance (Middle East), comments:

"The transaction brings together our market leading expertise in securitisation, Shari'a structuring and our UAE law knowledge, each at the cutting edge of the product areas. It was a key factor in our appointment that we were able to advise and lead the transaction in all three areas."

Qudeer Latif, Head of Islamic Finance, comments: "The transaction demonstrates that Shari'a principles and securitisation techniques can be brought together in harmony. It is also a return to the mudaraba structure in a Shari'a compliant manner which is unique in the current market."

The Global Coordinator and the Joint Lead Managers were represented by partners Debashis Dey and Qudeer Latif and associates Greg Man, Stuart Ure, Steven Henderson, Neeta Thakur, Safira Nierojewski and Bilal Ahmad from Clifford Chance's Dubai and Abu Dhabi Offices and by Anthony Oakes and Jacqueline Diamond from Clifford Chance's Hong Kong Office.

HSBC, in its capacities as Security Trustee and Delegate, was advised by London Partner Esther Cavett and associates Bruce Kahl and Paul Regan of Clifford Chance's London Office.

Citibank, N.A., in its separate capacity as Hedge Counterparty was also represented by London Partner Jeremy Walter and associate Andrew Lannon of Clifford Chance's London Office.

Bedell Cristin Jersey Partnership were advisors as to Jersey Law. Freshfields Bruckhaus Deringer LLP and Afridi & Angell advised Sorouh.