THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF CERTIFICATEHOLDERS. IF CERTIFICATEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS IMMEDIATELY.
ALBARAKA SUKUK LTD
(in its capacity as issuer and trustee, the "Trustee")
(Incorporated with limited liability in the Cayman Islands with registration number 303386)
NOTICE OF ADJOURNED MEETING
of the holders (the "Certificateholders") of the
$250,000,000 Fixed Rate Resettable Tier 2 Trust Certificates due 2025
of the Trustee presently outstanding
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of Schedule 4 to the declaration of trust dated 30 November 2015 (the "Declaration of Trust") constituting the Certificates and made between the Trustee, Albaraka Türk Katilim Bankasi A.Ş. ("Albaraka") and Deutsche Trustee Company Limited (the "Delegate"), an adjourned meeting of the Certificateholders (the Adjourned Meeting") will be held on 22 September 2016 at the offices of Norton Rose Fulbright LLP at 3 More London Riverside, London, SE1 2AQ, United Kingdom at 10 a.m. (London time). The original meeting of the Certificateholders convened by the Trustee was adjourned for want of quorum and the Trustee has convened the Adjourned Meeting for the purposes of considering and, if thought fit, passing the following resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of the Declaration of Trust.
1. PROPOSAL SUMMARY
EXTRAORDINARY RESOLUTION TO:
(a) APPOINT A REPLACEMENT DELEGATE; AND
(b) APPOINT A REPLACEMENT PRINCIPAL PAYING AGENT, REGISTRAR AND TRANSFER AGENT
(c) APPROVE THE GLOBAL DEED OF RETIREMENT AND APPOINTMENT.
Capitalised terms used but not otherwise defined in this Notice have the meanings given to them in the Conditions and the Transaction Documents, as applicable.
Appointment of replacement Delegate
(a) Deutsche Trustee Company Limited has indicated to the Trustee that it wishes to resign from its position as Delegate.
(b) Pursuant to Clause 21 (Appointment, Removal or Retirement of Delegate) of the Declaration of Trust, Deutsche Trustee Company Limited may resign as Delegate by giving not fewer than three months' prior written notice to the Trustee, Albaraka and the Certificateholders. The Trustee and Albaraka have indicated that they are willing for this requirement to be waived.
(c) By virtue of Clause 21 of the Declaration of Trust, the power of appointing new delegates is vested in the Trustee but no appointment of a replacement Delegate shall take effect unless previously approved by an Extraordinary Resolution of the Certificateholders.
(d) Subject to the passing of the relevant Extraordinary Resolutions set out below, BNY Mellon Corporate Trustee Services Limited has indicated to the Trustee that it is willing to be appointed by the Trustee as replacement Delegate.
Appointment of replacement Agents
(e) Deutsche Bank AG, London Branch and Deutsche Bank Luxembourg S.A. have indicated that they wish to resign from their roles as Principal Paying Agent, Registrar and Transfer Agent (together, the "Agents") respectively under the Agency Agreement. BNY Mellon Corporate Trustee Services Limited has indicated that it is willing to be appointed as the replacement Agents provided the terms of its appointment, as set out in the draft Global Deed of Retirement and Appointment are approved by the Certificateholders by Extraordinary Resolution.
Approval of changes to Transaction Documents
(f) Subject to the passing of the Extraordinary Resolution at the Adjourned Meeting, the Trustee, Delegate, the Agents, Albaraka and BNY Mellon Corporate Trustee Services Limited will enter into a global deed of retirement and appointment ("Global Deed of Retirement and Appointment") in order to effect (i) the retirement of Deutsche Trustee Company Limited in its capacity as the existing Delegate; (ii) the retirement of Deutsche Bank AG, London Branch and Deutsche Bank Luxembourg S.A. in their capacities as Agents; and (iii) the appointment of BNY Mellon Corporate Trustee Services Limited in the capacity of replacement Delegate and Agents. The draft Global Deed of Retirement and Appointment is appended to the Notice sent to Noteholders pursuant to the Trust Deed.
(g) The Trustee further proposes to amend the Declaration of Trust and Agency Agreement in order to effect the retirement of the existing Delegate and Agents and appointment of the replacement Delegate and Agents on the terms set out therein. The amended Declaration of Trust and Agency Agreement are scheduled to the draft Global Deed of Retirement and Appointment.
3. EXTRAORDINARY RESOLUTIONS
"THAT THIS ADJOURNED MEETING (the "Adjourned Meeting") of the holders of the $250,000,000 Fixed Rate Resettable Tier 2 Trust Certificates due 2025 (the "Certificates") issued by Albaraka Sukuk Ltd (the "Trustee") and constituted by the declaration of trust dated 30 November 2015 (the "Declaration of Trust") made between the Trustee, Albaraka Türk Katılım Bankası A.Ş. ("Albaraka") and Deutsche Trustee Company Limited (the "Delegate") as trustee for the holders of the Certificates (the "Certificateholders") HEREBY RESOLVES by way of an Extraordinary Resolution:
(a) THAT the Trustee and Albaraka each is authorised to agree to (i) the resignation by Deutsche Trustee Company Limited as Delegate and the waiver of three months' notice requirement pursuant to Clause 21.1 (Appointment, Removal or Retirement of Delegate) of the Declaration of Trust and to accept any shorter period of notice that Deutsche Trustee Company Limited provides; and (ii) the resignation by Deutsche Bank AG, London Branch and Deutsche Bank Luxembourg S.A. as Agents and the waiver of the 30 days' notice requirement pursuant to Clause 22.2 (Termination of Appointment) of the Agency Agreement and to accept any shorter period of notice that they may give;
(b) THAT the appointment by the Trustee of BNY Mellon Corporate Trustee Services Limited as replacement Delegate pursuant to Clause 21 (Appointment, Removal or Retirement of Delegate) of the Declaration of Trust with effect from the date of resignation by Deutsche Trustee Company Limited as Delegate taking effect be hereby approved;
(c) THAT the Global Deed of Retirement and Appointment be hereby approved and the parties thereto empowered and authorised to execute the aforementioned documents;
(d) THAT the Trustee and the Delegate be directed, requested, empowered and authorised to consent to, concur in and execute all such documents and take all reasonable steps considered by it in its sole discretion to be necessary, desirable or expedient to carry out and give effect to this Extraordinary Resolution;
(e) THAT the Trustee and Delegate be directed, requested, empowered and authorised to waive any requirement, restriction or condition precedent as set forth in the Transaction Documents, the waiver of which is necessary to implement this Extraordinary Resolution;
(f) THAT the Trustee and the Delegate each be discharged and exonerated from all liabilities for which it may have become or may become responsible under the Transaction Documents in respect of any act, omission for which it might have become responsible or any requirement, restriction or condition precedent set out in the Transaction Documents in connection with this Extraordinary Resolution or the implementation of this Extraordinary Resolution;
(g) THAT every abrogation, modification, compromise or arrangement in respect of the rights of the Certificateholders relating to the Certificates against the Trustee and any other party involved in such abrogation, modification, compromise or arrangement whether or not such rights arise under the Declaration of Trust or are involved in, result from or are to be effected by, this Extraordinary Resolution and direction and its implementation be hereby sanctioned;
(h) THAT neither the Trustee nor the Delegate shall be responsible for acting upon this direction or this Extraordinary Resolution (or any instruction given pursuant hereto) even though there may be a defect in the giving of this direction or the passing of this Extraordinary Resolution or that for any reason the direction or the Extraordinary Resolution or any of them is not valid or binding on the Certificateholders;
(i) TO acknowledge that capitalised terms used but not otherwise defined in this Extraordinary Resolution have the meanings given to them in the Conditions and Transaction Documents entered into by, inter alios, the Trustee and the Delegate on 30 November 2015.
The attention of the Certificateholders is particularly drawn to the quorum required for the Adjourned Meeting which is set out in paragraph 4(f) (Voting and Quorum) below.
Copies of (a) the Declaration of Trust (including the Conditions of the Certificates); (b) the Global Deed of Retirement and Appointment referred to in the Extraordinary Resolution set out above; and (c) the Agency Agreement will be available for inspection at the specified office of the Principal Paying Agent set out below.
In accordance with normal practice, the Delegate expresses no opinion as to the merits of the transactions contemplated by the Extraordinary Resolution referred to above (which it was not involved in negotiating). It has, however, authorised it to be stated that, on the basis of the information set out in this Notice, it has no objection to the Extraordinary Resolution referred to above being submitted to the Certificateholders for their consideration. The Delegate has, however, not been involved in formulating the Extraordinary Resolution and makes no representation that all relevant information has been disclosed to Certificateholders in this Notice. Accordingly, the Delegate urges Certificateholders who are in any doubt as to the impact of the implementation of the Extraordinary Resolution or the transactions contemplated by it to seek their own independent legal and/or financial advice.
4. VOTING AND QUORUM
(a) The provisions governing the convening and holding of a Meeting, or adjourned meeting, are
set out in Schedule 4 to the Declaration of Trust (the "Meetings Provisions"), a copy of which is available for inspection by the Certificateholders during normal business hours at the respective specified office of the Principal Paying Agent set out below.
(b) The Certificates are represented by a global certificate held by a common depositary for Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and/or Euroclear Bank S.A./N.V. ("Euroclear" and, together with Clearstream, a "Clearing System"). For the purposes of the Adjourned Meeting, a "Certificateholder" shall mean each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular face amount outstanding of the Certificates.
(c) A Certificateholder wishing to attend the Adjourned Meeting in person must deliver an instruction through the relevant Clearing System no later than 48 hours before the time fixed for the Adjourned Meeting (or any earlier deadline set by the relevant Clearing System) requesting that the Registrar procure the issue of a Form of Proxy naming such person as proxy and providing passport details of such individual.
(d) A Certificateholder not wishing to attend and vote at the Adjourned Meeting but wishing to nominate a third party to attend and vote on his behalf or wishing to nominate an employee of the Principal Paying Agent to attend and vote on his behalf must deliver an instruction through the relevant Clearing System no later than 48 hours before the time fixed for the Adjourned Meeting (or any earlier deadline set by the relevant Clearing System) requesting that the Registrar procure the issue of a Form of Proxy naming such third party as proxy and providing passport details of such individual or, if the Certificateholder wishes to nominate an employee of the Principal Paying Agent, requesting that the Registrar procure the appointment of a proxy to attend and vote at the Adjourned Meeting on his behalf in accordance with his instructions by requiring the Registrar to issue a Block Voting Instruction in respect of his Certificates and instructing the Registrar how the votes relating to his Certificates should be cast.
(e) In order to obtain a Form of Proxy in respect of such Certificate from the Registrar or require the Registrar to issue a Block Voting Instruction in respect of such Certificate, a Certificateholder must block his Certificates to the order of or under the control of the Principal Paying Agent in each case not later than 48 hours prior to the Adjourned Meeting and subject to any earlier deadline imposed by Euroclear or Clearstream, Luxembourg.
(f) Holders must deliver an electronic instruction through the Clearing Systems in accordance with the procedures of the Clearing Systems on or before 5 p.m London time on 19 September 2016 (the "Instruction Deadline"). Please note the deadlines set by any such intermediary and each Clearing System for the submission of instructions will be earlier than the relevant deadlines specified.
(g) Holders of the Certificates who are not direct participants in the Clearing Systems must contact their broker, dealer, bank custodian, trust company or other nominee to arrange for the accountholder (the "Accountholder") in Euroclear or Clearstream Luxembourg, as the case may be, through which they hold such Notes to deliver an electronic voting instruction on their behalf through, and in accordance with the requirements of the relevant Clearing System and procure that the Certificates are blocked in accordance with the normal procedures of the relevant Clearing System on or before the Instruction Deadline and the deadlines imposed by such Clearing System.
(h) By delivering an electronic instruction and requesting the relevant Clearing System to block their securities, the Accountholder gives permission to the relevant Clearing System to disclose to the Principal Paying Agent, the Delegate and the Trustee the details of the direct participant account name and number and the aggregate principal amount of the Certificates which are the subject of the electronic instruction. Certificates so blocked will be blocked to the order of the Principal Paying Agent and will be released in accordance with the procedures of Euroclear and/or Clearstream, Luxembourg, after the amendments have been effected which is expected to be shortly after the Adjourned Meeting takes place. While blocked, the Certificates subject of the electronic instruction may not be transferred.
(i) Any vote by a Proxy in accordance with the relevant Block Voting Instruction or Form of Proxy shall be valid even if such Block Voting Instruction or Form of Proxy or any instruction pursuant to which it was given has been amended or revoked, provided that the Registrar has not been notified in writing of such amendment or revocation by the time which is 24 hours before the time fixed for the Adjourned Meeting.
(j) The quorum required at the Adjourned Meeting will be two or more persons present being Proxies and holding or representing the fraction of the aggregate face amount of the outstanding Certificates so held by them.
(k) Every question submitted to the Adjourned Meeting will be decided on a show of hands unless a poll is duly demanded by the Chairman of the Adjourned Meeting, the Trustee, the Delegate, Albaraka one or more Voters representing or holding not less than one fiftieth part of the aggregate face amount of the outstanding Certificates. On a show of hands each Proxy or Certificateholder shall have one vote. On a poll each Proxy or Certificateholder shall have one vote in respect of each $1 in principal amount of the Certificates.
(l) To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than three‑fourths of the persons voting at the Adjourned Meeting upon a show of hands or, if a poll is duly demanded, by a majority consisting of not less than three-fourths of the votes given on such poll. If passed, the Extraordinary Resolution will be binding upon all the Certificateholders, whether or not present at the Adjourned Meeting and whether or not voting.
PRINCIPAL PAYING AGENT
Deutsche Bank AG, London Branch
1 Great Winchester Street
London EC2N 2DB
Deutsche Trustee Company Limited
1 Great Winchester Street
London EC2N 2DB
This Notice is given by:
Albaraka Sukuk Ltd
PO Box 1093GT
South Church Street
Grand Cayman, Cayman Islands
Dated 6 September 2016
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange
This information is provided by RNS