Estithmar Holding Q.P.S.C., a Qatar-based conglomerate, announced an exchange offer and consent solicitation for its QAR 900 million trust certificates maturing in September 2027.
The existing certificates, issued in four tranches between September 2024 and March 2026, carry an 8.75% annual profit rate and are denominated in Qatari Riyal. The new certificates, due in 2029, will be issued under Estithmar Sukuk Limited LLC’s QAR 3.4 billion trust certificate program and offer a 9% annual profit rate over a three-year tenure.
The exchange ratio is set at par: QAR 1 million in face value of existing certificates for QAR 1 million in new certificates, plus accrued periodic distributions. The issuer plans to raise up to QAR 1 billion in aggregate face value through the new tranche.
Certificateholders must approve the transaction via an extraordinary resolution, with an electronic consent deadline of September 14 at 4:00 p.m. London time. If the electronic resolution fails to secure the required threshold, a physical meeting will be held on September 24 at Simmons & Simmons LLP offices in London. Approval requires at least 75% of the aggregate face amount of outstanding certificates for electronic consent or a three-quarters majority of votes cast at the meeting.
Joint dealer managers and solicitation agents for the transaction include Al Rayan Investment L.L.C., Lesha Bank LLC, and The First Investor. Kroll Issuer Services Limited will serve as exchange and tabulation agent. Settlement is expected within five business days following the extraordinary resolution’s approval.
