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BBG Sukuk Ltd, the Trustee, announced on 10 June 2026 a consent solicitation to holders of its U.S.$1,000,000,000 Trust Certificates due 2029 (ISIN XS2890149185). This solicitation seeks Certificateholder approval for modifications to the Certificates' terms to reflect the Trustee's proposed re-domiciliation from the Cayman Islands to the Qatar Financial Centre. The Electronic Consent Deadline is 22 June 2026, with a Meeting of Certificateholders scheduled for 2 July 2026.
| Date | 10 Jun 2026 |
| Time | 15:08:39 |
| Category | Miscellaneous |
| ID | 8146H |
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.
This announcement may contain inside information as defined in Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR") and is disclosed in accordance with the Trustee's obligations under Article 17 of MAR. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain. This announcement has been authorised for release by Norbert Neijzen, Director of BBG Sukuk Ltd.
10 June 2026
BBG SUKUK LTD ANNOUNCES CONSENT SOLICITATION
BBG SUKUK LTD
(Incorporated in the Cayman Islands as an exempted company with limited liability)
(LEI: 549300URWP4TDNWJXN62)
(the "Trustee")
to the holders of the following trust certificates (the "Certificateholders"):
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Description of Trust Certificates |
ISIN |
Aggregate Face Amount Outstanding |
|
U.S.$1,000,000,000 Trust Certificates due 20291 |
XS2890149185 |
U.S.$1,000,000,000 |
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_________________________________________ 1 Comprised of (i) the outstanding U.S.$800,000,000 Trust Certificates due 2029 issued by the Trustee on 9 October 2024 (the "Original Certificates") and (ii) the outstanding U.S.$200,000,000 Trust Certificates due 2029 issued by the Trustee which are consolidated with and form part of the same series as the Original Certificates and represented by the Global Certificate with ISIN XS2890149185 (the "Certificates").
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The Trustee today announces to the Certificateholders of the Certificates, which were issued under the Trustee's U.S.$2,000,000,000 Trust Certificate Issuance Programme (the "Programme"), 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 ("QFC") (the "Proposal") by approving an extraordinary resolution of the Certificateholders (the "Extraordinary Resolution") as further described in the consent solicitation memorandum dated 10 June 2026 (the "Consent Solicitation Memorandum") (such invitation in respect of the Certificates, the "Consent Solicitation"). Capitalised terms used herein and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.
The Extraordinary Resolution is proposed to be approved by the Certificateholders by way of Electronic Consent, or, where the Extraordinary Resolution has not been approved by way of Electronic Consent by the Electronic Consent Deadline, at a Meeting of Certificateholders. Pursuant to the Proposal, both procedures for passing the Extraordinary Resolution will run in parallel. A Certificateholder may submit a single Electronic Voting Instruction. Any such Electronic Voting Instructions will be used for the purposes of the Electronic Consent and, if Electronic Consent is not granted, will automatically be treated as a voting instruction for the Meeting (without any further action required by such Certificateholder), as described further in the Consent Solicitation Memorandum.
No consent or participation fee will be payable in connection with the Consent Solicitation.
Background and rationale for the Consent Solicitation
The purpose of the Consent Solicitation is to invite Certificateholders to consider and, if thought fit, approve certain modifications to the Certificates and related documents of the Certificates to provide for the proposed re-domiciliation of the Trustee from being an exempted company with limited liability incorporated in the Cayman Islands to being a special purpose company with limited liability incorporated in the QFC (the "Proposed Re-domiciliation").
The Proposed Re-domiciliation is primarily driven by tax considerations, including mitigating potential exposure arising from evolving tax treatment. In this regard, the QFC offers a more favourable and stable framework for the establishment of issuance vehicles for financial institutions based in Qatar than offshore financial centres. The QFC also provides a well established and robust legal and regulatory framework, while retaining the structural, administrative and operational efficiencies typically associated with international offshore centres such as the Cayman Islands.
Re-domiciling the Trustee to the QFC is consistent with the approach increasingly taken by financial institutions in Qatar in relation to their trust certificate issuance programmes and other capital markets issuances and helps ensure that the structure remains aligned with current market practice and regulatory expectations.
The background to the Proposal is more fully described in the Consent Solicitation Memorandum, see further "Overview of the Consent Solicitation - Background and rationale for the Consent Solicitation" therein.
Key Terms and Conditions of the Consent Solicitation
The Consent Solicitation commences on the date of this announcement. The deadline for receipt by the Information and Tabulation Agent of Electronic Voting Instructions from Certificateholders wishing to vote in respect of: (i) the Extraordinary Resolution by Electronic Consent is 4:00 p.m. (London time) on 22 June 2026, being the Electronic Consent Deadline; and (ii) the Extraordinary Resolution to be tabled at a Meeting, is 4:00 p.m. (London time) on 29 June 2026, being the Expiration Deadline.
The Notice of Circulating Extraordinary Resolution by Electronic Consent and of Meeting circulating the Extraordinary Resolution for Electronic Consent and convening the Meeting to be held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ at 9:00 a.m. (London time) on 2 July 2026 has been given to Certificateholders (in accordance with the Conditions) on the date of this announcement.
Voting
To be approved by Electronic Consent, the Extraordinary Resolution requires a majority in favour consisting of Certificateholders holding not less than 75 per cent. in aggregate face amount of the Certificates then outstanding (the "Electronic Consent Threshold"). Delivery of an electronic instruction in respect of the Extraordinary Resolution by Electronic Consent is made upon the valid submission of an Electronic Voting Instruction before the Electronic Consent Deadline. If Electronic Consent is granted, an Extraordinary Resolution by Electronic Consent will be binding on all Certificateholders whether or not they participated in such Electronic Consent.
For the Extraordinary Resolution to be passed at a Meeting, it will need to be passed at a Meeting of the Certificateholders duly convened and held by a majority in favour of not less than three-quarters of the persons voting thereat upon a show of hands or, if a poll is duly demanded, by a majority in favour consisting of not less than three-quarters of votes cast.
If Electronic Consent is granted, the Extraordinary Resolution in respect of the Certificates will take effect at the Electronic Consent Deadline as if such Extraordinary Resolution was passed at the relevant Meeting and shall be binding on all Certificateholders whether or not they participated in the Electronic Consent. In such circumstance: (i) the Extraordinary Resolution will not be put to a Meeting and such Meeting shall be cancelled by way of notice to the Certificateholders through the Clearing Systems as soon as practicable after such Electronic Consent is granted; (ii) the Certificates that are the subject of such Electronic Voting Instructions will be unblocked on the date falling one Business Day following the announcement by the Trustee that Electronic Consent in respect of the Certificates has been granted; and (iii) Electronic Voting Instructions received by the Information and Tabulation Agent after the Electronic Consent Deadline will be rejected.
If Electronic Consent is not granted, the Extraordinary Resolution will be considered at the Meeting to be held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ at 9:00 a.m. (London time) on 2 July 2026. Any valid Electronic Voting Instructions submitted before the Electronic Consent Deadline will remain valid and will constitute instructions to the Registrar to appoint one or more representatives of the Information and Tabulation Agent as proxy to attend and vote at the Meeting in accordance with such Electronic Voting Instruction. In such circumstances, Certificateholders may continue to submit Electronic Voting Instructions up to the Expiration Deadline. The Extraordinary Resolution will, if passed at a Meeting, be binding on all Certificateholders, whether or not they voted in favour of the Extraordinary Resolution and whether or not present, or represented, at such Meeting (as the case may be).
Certificateholders who do not vote or whose votes are deemed to be invalid or who vote against the Extraordinary Resolution will, if the Extraordinary Resolution is passed, nevertheless become bound by such Extraordinary Resolution when implemented.
Electronic Voting Instructions may be submitted in respect of a face amount of Certificates of no less than U.S.$200,000 and integral multiples of U.S.$1,000 thereafter.
General
Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitation, which will depend, among other things, on timely receipt (and non-revocation) of Electronic Voting Instructions, the rights of the Trustee to extend, re-open, amend, withdraw or terminate the Consent Solicitation and to amend or waive any of the terms and conditions of the Consent Solicitation as described in the Consent Solicitation Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.
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Date |
Action |
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10 June 2026
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Announcement of Consent Solicitation |
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Notice of Circulating Extraordinary Resolution by Electronic Consent and of Meeting published via RNS, in accordance with the publication requirements of the ISM, and delivered to the Clearing Systems for further communication to Direct Participants. |
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Consent Solicitation Memorandum and the draft Supplemental Trust Deed shall be available from the Transaction Website, subject to registration. From this date, a Certificateholder may either: (i) (if a Direct Participant) submit an Electronic Voting Instruction to Clearstream, Luxembourg and/or Euroclear in accordance with the requirements of the relevant Clearing System; or (ii) request such Certificateholder's broker, dealer, bank, custodian, trust company or other nominee to effect the submission of an Electronic Voting Instruction to Clearstream, Luxembourg and/or Euroclear in accordance with the requirements of the relevant Clearing System. Submission of an Electronic Voting Instruction will be acknowledged by the relevant Clearing System and will result in the relevant Certificates being blocked in the Direct Participant's account, preventing any transfer of those Certificates and such blocked Certificates will be used for the purposes of tabulation of Electronic Consent and, if applicable, representation at the Meeting via proxy or block voting instruction. |
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22 June 2026 4:00 p.m.
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Electronic Consent Deadline |
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Deadline for receipt by the Information and Tabulation Agent of valid Electronic Voting Instructions from Certificateholders in respect of Electronic Consent. If Electronic Consent is not granted, Certificateholders may continue to submit valid Electronic Voting Instructions after the Electronic Consent Deadline, but before the Expiration Deadline. |
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As soon as practicable after the Electronic Consent Deadline |
Announcement of results of the Electronic Consent |
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Announcement of the results of the Electronic Consent at the Electronic Consent Deadline, and whether the Extraordinary Resolution has been passed and, if so passed, notice to Certificateholders that the Extraordinary Resolution will not be put to a Meeting and such Meeting will be cancelled. Such announcement to be published via RNS, in accordance with the publication requirements of the ISM, and delivered to the Clearing Systems for further communication to Direct Participants. Such announcement to also be available from the Transaction Website, subject to registration. If Electronic Consent is granted and the Extraordinary Resolution is approved at the Electronic Consent Deadline: (i) Electronic Voting Instructions received by the Information and Tabulation Agent after the Electronic Consent Deadline will be rejected; and (ii) the Certificates that are the subject of such Electronic Voting Instructions will be unblocked on the date falling one Business Day following the announcement by the Trustee that Electronic Consent in respect of the Certificates has been granted. |
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Where Electronic Consent has been granted in respect of the Extraordinary Resolution by the Electronic Consent Deadline |
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As soon as reasonably practicable after the Electronic Consent Deadline and once all required internal and external approvals in the relevant jurisdictions have been obtained
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Implementation Date |
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If the Extraordinary Resolution has taken effect at the Electronic Consent Deadline, the Supplemental Trust Deed and related ancillary documents will be executed. Announcement that, following all required internal and external approvals being in place in the relevant jurisdictions, the Supplemental Trust Deed and the related ancillary documents have been executed. Such announcement to be published via RNS, in accordance with the publication requirements of the ISM, and delivered to the Clearing Systems for further communication to Direct Participants. Such announcement to also be available from the Transaction Website, subject to registration. |
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Where Electronic Consent has not been granted in respect of the Extraordinary Resolution by the Electronic Consent Deadline |
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29 June 2026 4:00 p.m.
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Expiration Deadline |
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Deadline for receipt by the Information and Tabulation Agent of all Electronic Voting Instructions in order for Certificateholders to be able to represented at the Meeting. Deadline for making any other arrangements to attend or be represented at the Meeting. |
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2 July 2026
From 9:00 a.m. (London time) |
Meeting |
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Meeting to be held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ, United Kingdom. |
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As soon as reasonably practicable after the Meeting |
Announcement of the results of the Meeting |
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Announcement of the results of the Meeting. Such announcement to be published via RNS, in accordance with the publication requirements of the ISM, and delivered to the Clearing Systems for further communication to Direct Participants. |
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As soon as reasonably practicable after the Meeting and once all required internal and external approvals in the relevant jurisdictions have been obtained |
Implementation Date |
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If the Extraordinary Resolution is passed at the Meeting, the Supplemental Trust Deed and related ancillary documents will be executed. Announcement that, following all required internal and external approvals being in place in the relevant jurisdictions, the Supplemental Trust Deed and related ancillary documents have been executed. Such announcement to be published via RNS, in accordance with the publication requirements of the ISM, and delivered to the Clearing Systems for further communication to Direct Participants. Such announcement to also be available from the Transaction Website, subject to registration. |
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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, the 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.
Further information
A complete description of the terms and conditions of the Consent Solicitation 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/dukhanbank), subject to registration, and can be obtained from the Information and Tabulation Agent.
Before making a decision with respect to the 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 detail about the Consent Solicitation 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
122Leadenhall Street
London, EC3V 4AB
United Kingdom
Telephone: +44 20 4513 6933
Email: [email protected]
Transaction Website: https://projects.sodali.com/dukhanbank
Distribution Restrictions
This announcement and the Consent Solicitation Memorandum do not constitute an offer or an invitation to participate in the 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.