With US$30bn of projects in the pipeline, including the Palms resorts and the ambitious World project that involves the reclamation of 300 islands in the shape of a map of the world, UAE land development company Nakheel visited the capital markets in 2006–2007 to raise more than US$5bn from a stock-settled sukuk and an Islamic loan. Helen Bartholomew reports.
Nakheel's US$3.52bn pre-IPO sukuk was something of a market event for Islamic financing. The sukuk-ijara started life at just US$2.5bn, but strong demand saw the deal upsized to become the largest ever sukuk issue. A similar US$3.5bn transaction for PCFC was certainly a driver, but many bankers viewed the Nakheel offer as more ambitious given the concentration of assets.
"The fact that PCFC went out and did a successful sukuk certainly gave us confidence, but the two deals are very different investment propositions," said Kar Tung Quek, CFO of Nakheel. “PCFC has broad international operations and ongoing reported profits. Initially, we weren't sure how our deal would be received as Nakheel is entirely Dubai risk and entirely concentrated in real estate. Also, while we have sold a lot of property, we haven't reported any profits yet.”
The numerous similarities with the PCFC/DP World exchangeable sukuk included the appointment of Barclays Capital and Dubai Islamic Bank as lead managers. Notable changes included the shift away from a mandatory structure. The Nakheel sukuk entitles investors to convert into the shares a 5% discount to the offer price at any qualifying public offer. Conversion is optional and investors can choose to hold onto the paper even in the event of a public float.
A number of conversion limitations ensure the sukuk does not have any negative implications for an equity offer. Only 25% of the sukuk can be stock settled and the remaining economics are paid in cash. A maximum 30% of any qualifying public offer can be earmarked for sukuk investors.
As development projects are completed, the company's financial profile will change dramatically and its cost of funding should fall as credit metrics improve. As such, the company opted for a reasonably short three-year tenor. In the event that an IPO does not emerge for the life of the paper, investors see the yield on their investment boosted by 200bp. A 12-month lookback period gives investors additional equity exposure beyond the three-year life.
A global roadshow brought in strong international support for the sukuk and helped to boost the profile of the company's development projects with the international financial community. The company could become a regular visitor to international capital markets given its huge development pipeline, so international accounts received better allocations than was seen in the sukuk for PCFC. Middle East investors represented 38% of the final allocations, while European investors took 40%.
"Because of the size of Nakheel and the size of the fundraising, we wanted to be able to do it on a global basis. If we do an IPO in the near future, it is likely to be a very large transaction and would certainly be a global offer. The sukuk roadshow helped to increase the profile of Nakheel and its activities. The fact that books closed twice subscribed, with half of that demand from non-GCC countries, just goes to show that sukuk issues are no problem for international investors," said Quek.
Following the success of its sukuk, the company gave lead managers Barclays and Dubai Investment Bank the seal of approval, mandating them to arrange a US$1.5bn Islamic loan in May 2007. Quek expects the syndication process to be completed by the end of July.
The company is unlikely to return to the capital markets before the end of 2007, given that it has already hit the US$5bn funding target that was determined in September 2006. Current gearing is 20% against asset value and 27% against equity, a level that Quek expects to maintain for the time being.
"Our future capital markets activity depends on our cash requirement, which is determined by how quickly we carry out the developments, sell the properties, and how much of the landbank we can sell on to other developers. We hope to be able to get the capital structure in a more efficient form, but we expect to keep debt volume at US$6bn–$7bn for at least the next three years," he said.
The company is now eyeing new market opportunities including project finance, REITs, infrastructure funds and private property funds.