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QIB Sukuk Ltd announced on September 16, 2026, the results of a consent solicitation for its Trust Certificates, related to proposed modifications reflecting the Trustee's re-domiciliation. As of the September 14, 2026, Electronic Consent Deadline, votes in favour represented less than 75% of the aggregate face amount for each Series, leading to the Extraordinary Resolution not being passed. A meeting for each Series is scheduled for September 24, 2026, to further consider the Extraordinary Resolution.
| Date | 16 Sept 2026 |
| Time | 07:59:29 |
| Category | Miscellaneous |
| ID | 9907U |
NOT FOR DISTRIBUTION: (A) IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED BELOW); OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
16 September 2026
QIB SUKUK LTD. ANNOUNCES RESULTS OF CONSENT SOLICITATION
AS AT THE ELECTRONIC CONSENT DEADLINE
QIB SUKUK LTD.
(Incorporated in the Cayman Islands as an exempted company with limited liability)
(LEI: 549300XDP1VCBZLCP049)
(the "Trustee")
to the holders (the "Certificateholders") of the following trust certificates (each a "Series" and, together, the "Certificates"):
|
Description of Trust Certificates |
ISIN |
Aggregate Face Amount Outstanding |
|
U.S.$50,000,000 Trust Certificates due 2028 (the "Series 23 Certificates") |
XS2680376329 |
U.S.$50,000,000 |
|
U.S.$950,000,000 Trust Certificates due 2028 (the "Series 24 Certificates")1 |
XS2723536970 |
U.S.$950,000,000 |
|
U.S.$750,000,000 Trust Certificates due 2029 (the "Series 25 Certificates") |
XS2900444139 |
U.S.$750,000,000 |
|
QAR200,000,000 Trust Certificates due 2028 (the "Series 27 Certificates") |
XS3030383023 |
QAR200,000,000 |
|
U.S.$915,000,000 Trust Certificates due 2030 (the "Series 28 Certificates")2 |
XS3089771029 |
U.S.$915,000,000 |
|
U.S.$750,000,000 Trust Certificates due 2031 (the "Series 29 Certificates") |
XS3307305287 |
U.S.$750,000,000 |
|
_________________________________________ 1 Comprised of (i) the outstanding U.S.$500,000,000 Trust Certificates due 2028 issued by the Trustee on 22 November 2023 ("Series 24 Tranche 1 Certificates"); (ii) the outstanding U.S.$250,000,000 Trust Certificates due 2028 issued by the Trustee on 11 December 2023 ("Series 24 Tranche 2 Certificates ") which are consolidated with and form part of the same series as the Series 24 Tranche 1 Certificates; (iii) the outstanding U.S.$100,000,000 Trust Certificates due 2028 issued by the Trustee on 27 December 2023 ("Series 24 Tranche 3 Certificates") which are consolidated with and form part of the same series as the Series 24 Tranche 1 Certificates and the Series 24 Tranche 2 Certificates; and (iv) the outstanding U.S.$100,000,000 Trust Certificates due 2028 issued by the Trustee on 28 December 2023 which are consolidated with and form part of the same series as the Series 24 Tranche 1 Certificates, the Series 24 Tranche 2 Certificates and the Series 24 Tranche 3 Certificates (the "Series 24 Tranche 4 Certificates"), which are collectively represented by the Global Certificate with ISIN XS2723536970.
2 Comprised of (i) the outstanding U.S.$750,000,000 Trust Certificates due 2030 issued by the Trustee on 12 June 2025 (the "Series 28 Tranche 1 Certificates") and (ii) the outstanding U.S.$165,000,000 Trust Certificates due 2030 issued by the Trustee on 4 December 2025 which are consolidated with and form part of the same series as the Series 28 Tranche 1 Certificates (the "Series 28 Tranche 2 Certificates"), which are collectively represented by the Global Certificate with ISIN XS3089771029.
|
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On 2 September 2026, the Trustee announced an invitation to holders of the Certificates ("Certificateholders") to approve, inter alios, certain modifications to the terms and conditions of the Certificates (the "Conditions") to reflect the proposed re-domiciliation of the Trustee from the Cayman Islands to the Qatar Financial Centre, as further described in the consent solicitation memorandum dated 2 September 2026 (the "Consent Solicitation Memorandum") (each such invitation in respect of a Series, a "Consent Solicitation"). Capitalised terms used herein and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.
Results of Consent Solicitation at the Electronic Consent Deadline
As at 4:00 p.m. (London time) on 14 September 2026 (the "Electronic Consent Deadline") valid Electronic Voting Instructions voting in favour of each Extraordinary Resolution representing less than 75 per cent. in aggregate face amount of the then outstanding Certificates of each such Series were provided by Certificateholders to the Information and Tabulation Agent.
Consequently, as at the Electronic Consent Deadline, the Electronic Consent Threshold in respect of each Series was not achieved and the Extraordinary Resolution in respect of each such Series has therefore not been duly passed by the relevant Certificateholders.
Pursuant to the terms and conditions of the Consent Solicitation as set out in the Consent Solicitation Memorandum, the Meeting in respect of each Series will therefore proceed to be held at the offices of Simmons & Simmons LLP at Citypoint, 1 Ropemaker Street, London EC2Y 9SS, United Kingdom on 24 September 2026 at the relevant time specified in the Notice of Circulating Extraordinary Resolutions by Electronic Consent and of Meetings for the purpose of considering and, if thought fit, passing the Extraordinary Resolution in respect of each Series.
All valid Electronic Voting Instructions submitted by the Electronic Consent Deadline in respect of each Series will remain valid and will be used for the representation at the Meeting in respect of such Series.
For the avoidance of doubt, Certificateholders may continue to submit Electronic Voting Instructions in respect of each Series in accordance with the procedures described in the Consent Solicitation Memorandum up to 4:00 p.m. (London time) on 21 September 2026 (in respect of each Series, the "Expiration Deadline").
Certificateholders who do not wish to participate in the Consent Solicitation in respect of the Series of Certificates it holds by way of Electronic Voting Instruction may appoint a proxy, other than the Information and Tabulation Agent, or make other arrangements to attend in person, or be represented at, and/or vote at the Meeting in respect of such Series by following the procedures outlined in the Notice of Circulating Extraordinary Resolutions by Electronic Consent and of Meetings before the Expiration Deadline.
Certificateholders are advised to check with any bank, securities broker or other intermediary through which they hold Certificates when such intermediary would require to receive instructions from a Certificateholder in order for that Certificateholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, a Consent Solicitation before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Electronic Voting Instructions will be earlier than the relevant deadlines specified above.
Before making a decision with respect to a Proposal, Certificateholders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the risk factors described in the section entitled "Risk Factors and Other Considerations" therein.
Further information
A complete description of the terms and conditions of the Consent Solicitations is set out in the Consent Solicitation Memorandum. A copy of the Consent Solicitation Memorandum is available to Certificateholders on the Transaction Website (https://projects.sodali.com/QIB), subject to registration, and can be obtained from the Information and Tabulation Agent.
Further detail about the Consent Solicitations can be obtained from:
The Solicitation Agent
Standard Chartered Bank
7th Floor Building One, Gate Precinct
Dubai International Financial Centre
P.O. Box 999
Dubai
United Arab Emirates
Telephone: +44 20 7885 5739
Attention: Liability Management Group
Email: [email protected]
The Information and Tabulation Agent
Sodali & Co Limited
The Leadenhall Building
122 Leadenhall Street
London, EC3V 4AB
United Kingdom
Telephone: +44 20 4513 6933
Email: [email protected]
Transaction Website: https://projects.sodali.com/QIB
Distribution Restrictions
This announcement and the Consent Solicitation Memorandum do not constitute an offer or an invitation to participate in any Consent Solicitation in any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer or invitation under applicable securities laws. The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by each of the Trustee, the Bank, the Solicitation Agent, the Delegate and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.