Clifford Chance has for many years been involved in Islamic financing techniques and Islamic product development. In fact, you could say we are pioneers in this space having orchestrated many global best practices when it comes to Islamic financing. We help devise and deliver financing solutions for both investors and issuers/borrowers in accordance with the principles and values of Islam.
Our global Islamic Finance practice, headed by partner Qudeer Latif, is highly experienced in all Islamic finance contracts (including bai salaam, ijara, istisna'a, mudaraba, murabaha and musharaka). We advise on a very wide range of Islamic financial services and products including:
- capital markets
- project and infrastructure finance
- acquisition and leveraged finance
- asset finance
- private equity and real estate funds
- financial regulation
- structured products and derivatives
- real estate finance
Globally recognised leaders in Islamic Finance
Members of our Islamic finance team, located in London, Dubai, Abu Dhabi, Doha, Riyadh, New York, Singapore, Hong Kong, Paris and elsewhere in our international network of offices, have extensive expertise and experience in both Islamic finance and conventional finance and are at the forefront of innovation as Islamic financing techniques and products evolve.
Our lawyers have structured some of the most complex and innovative Islamic finance transactions and have worked closely with many different Shari'a committees and advisers. We have represented a range of institutions including sovereigns, corporates and banks and have also collaborated with regulators to develop legislation geared towards Islamic finance solutions, which will promote and encourage greater interest and activity in Islamic finance in the market.
Clifford Chance is a central player in and contributor to the development of the Islamic economy.
- Our global team is actively involved in a number of market leading industry associations such as AAOIFI and IIFM. Clifford Chance is lead counsel and law firm responsible for drafting the ISDA-IIFM Ta'hawwut Master Agreement (TMA) and has recently advised ISDA and IIFM, including the IIFM Scholars, to prepare and finalise the Profit Rate Swap Confirmation templates for use with the TMA. We were also counsel to IIFM for the development of the Master Agreement for Treasury Placement.
- We are represented on the HK FSA Committee on Islamic Finance, and the Auditing and Accounting Organisation for Islamic Financial Institutions.
- We have recently co-authored with the Dubai International Financial Centre (DIFC), a Guidebook for Sukuk; continue to host Islamic finance workshops across a wide range of industry-specific forums around the world including recently in Istanbul, Cairo, London, and throughout Asia and the Middle East.
- In the past year we authored articles in Clifford Chance and external publications, took part in interviews and updated books such as the LMA Islamic Finance Guide and are currently co-authoring an Islamic Finance book with INSOL for 2014.
We continue to lead the industry having recently completed a number of “firsts”
- the first ever sukuk issuance by the Republic of Turkey
- one of Asia Pacific’s first internationally rated multi-currency sukuk issuance programmes
- the first sukuk convertible into units in a real estate investment trust and the first convertible sukuk issuance in Singapore
- an ijara facility structured using real estate in the Dubai International Finance Centre (DIFC), the first time this has been done
- the first sukuk issuance by a Saudi Arabian government entity with the benefit of an express guarantee from the Ministry of Finance
- the largest ever private sector financing in Qatar for the construction of an integrated retail and leisure complex
- the largest SAR-denominated revolving credit facility and the largest single-tranche syndicated corporate credit facility ever conducted in Saudi Arabia
- the first investment grade sukuk for a US corporation.
We offer our clients a full range of services from preparing standard form documentation of murabaha and mudaraba arrangements to structuring ground-breaking solutions to clients seeking a real alternative to conventional financing arrangements.
We are experienced in all Islamic finance contracts (including bai salaam, ijara, istisna'a, mudaraba, murabaha and musharaka) and Islamic finance techniques in a very wide variety of industries.
Clifford Chance is in a prime position to meet each new challenge posed by the demand for Islamic products to service a global industry, with a proven track record of negotiating workable structures which anticipate and meet our clients' needs in the most timely and cost-efficient manner.
The wide range of clients who have benefited from our substantial experience of working with many different Shari'a committees include Islamic and international banks, corporates, boutique investment houses and funds, central banks, regulators, and government agencies.
Our Islamic finance lawyers frequently work with other finance and industry specialists, and are amongst the thought-leaders in the field who are regularly invited to speak at industry seminars and events. In addition, legal teams can be seamlessly pooled from across the Clifford Chance network of international offices and our local law specialists to achieve globally integrated solutions on transactions involving a package of Islamic and conventional financing.
Our Islamic finance experts have consistently advised on a number of the largest and most high-profile Islamic project financings, particularly in the Middle East, which is globally recognised as the driving force for developing the Islamic finance market.
Our ability to provide award-winning, innovative solutions to project transactions makes us the legal counsel of choice to a range of clients, including the financiers, project companies and governmental institutions who are at the forefront of development in an emerging market.
Some examples of our recent transactions which are setting new standards for Shari'a-compliant project financing structures across the world are:
- Advising KEMYA, the JV between the shareholders of Al-Jubail Petrochemicals Company, SABIC and ExxonMobil, on the US$2.2 billion financing for the construction and operation of an elastomers plant; the first of its kind clean fuels project in Saudi Arabia.
- Advising the financiers on the US$1.4 billion financing of an integrated acrylates petrochemicals complex located at the Jubail Industrial City in the Kingdom of Saudi Arabia. The Project brought into consideration and tested new and ground-breaking areas including (i) structuring an "integrated" project financing across three different projects companies with different shareholdings but part of a single project (ii) registration of security at the Unified Center for Lien Registration in Saudi Arabia and (iii) the absence of an asset custodian structure.
- Advising the Hongkong and Shanghai Banking Corporation Limited as lenders to Malakoff Corporation Berhad via its wholly-owned subsidiary, Tanjung Bin Energy Issuer Berhad on a RM6.5 billion financing for a new 1,000MW supercritical coal-fired power plant.
- Advising the arrangers on the second phase financing of a US$10.8 billion integrated aluminium complex and related infrastructure, sponsored by Ma'aden and Alcoa Inc., involving the financing of a bauxite mine and an associated alumina refinery, with the combined cost of development being US$3.58 billion.
Acquisition and Leveraged Finance/Asset Finance
The combination of our globally established acquisition and leverage finance practice and our in-depth understanding of Islamic finance principles allows us to tailor innovative solutions to our clients' needs.
Recent examples of our bespoke solutions include:
- Advising Dubai Islamic Bank on the provision of Islamic financing to Dubai Aerospace Enterprise Ltd for the purpose of funding the purchase of a Boeing 777 freighter aircraft which was subsequently leased to Emirates.
- Advising Deutsche Bank on the partial refinancing of the US$1.41 billion acquisition by Egyptian Urea and Petrochemicals Company S.A.E. of Egyptian Fertilizers Company S.A.E.
- Advising Investment Dar as consortium member in the landmark £479 million acquisition of Aston Martin, introducing the first murabaha facility to be used to finance the acquisition of a company in the United Kingdom.
Real Estate Finance
Our Islamic finance experts are proficient in advising on Shari'a compliant real estate finance structures and, through the Clifford Chance network of international offices and local law specialists, have the capacity to advise clients regardless of geographical location.
Our position as one of the longest established international law firms in the Middle East has enabled us to combine our real estate financing expertise with our in-depth understanding of Islamic principles to realise bespoke financing structures for our clients which are now being rolled out in other jurisdictions, such as the United Kingdom, to great success.
Examples of our recent advice include:
- Advising Abu Dhabi Islamic Bank PJSC on a £200 million Shari'a compliant real estate financing for Qatar First Bank LLC and Zamil Gulf Holdings BSC in connection with a residential development in central London.
- Advising on the US$2.5 billion syndicated funding for the purchase of London's Chelsea Barracks, a 5.2 hectares (12.8 acres) area in the City of Westminster. This was believed to be the largest ever Islamic financing of a UK or European property.
- Advising a syndicate of Shari’a compliant banks in Saudi Arabia including Al Rajhi Bank, Bank AlJazira, Bank Al Bilad, The National Commercial Bank, The Saudi British Bank and Saudi Hollandi Bank in relation to a SAR5 billion multi-tranche financing based on wakala and procurement structures with integrated forward lease (ijara) financing components for a mixed use hotel, retail and residential construction project for Jabal Omar in the holy city of Makkah.
- Advising Dubai International Financial Centre Investments on a US$1.035 billion on dual-tranche five year Islamic syndicated facility including commodity murabaha and ijara tranches.
Clifford Chance advises on the largest corporate Islamic financing throughout the world. We offer Shari'a compliant financing solutions to a wide portfolio of clients who are often lauded in the press for being the key drivers in a range of industry sectors across the economy.
Our industry experience, relationships with our clients, and familiarity with regional business practices ensure that we achieve the commercially optimum financing package on a transaction whilst balancing the requirements of the financiers' Shari'a committees. The number of continuing relationships that our clients choose to maintain with us long after a transaction is completed is a testament to our success at merging our legal expertise with our clients' business needs.
Some highlights of our recent world wide transactions include:
- Advising Ma'aden on its five-year SAR9 billion (US$2.4 billion) re-drawable murabaha facility, the largest SAR-denominated revolving credit facility and the largest single-tranche syndicated corporate credit facility ever conducted in Saudi Arabia.
- Advising PT Axis Telekom Indonesia on its US$1.2 billion multi-sourced Islamic financing. The transaction combined a number of firsts: the first Islamic financing carried out by AB Svensk Exportkredit and the Swedish Export Credit Agency, EKN; the first Islamic trade in Indonesia and telecoms trade in Asia to be supported by political risk insurance provided by the Multilateral Investment Guarantee Agency, as well as the first Islamic finance transaction supported by the China Development Bank.
- Advising Dubai Duty Free on an innovative multi-sourced US$1.75 billion syndicated financing comprising of Islamic and conventional financing structures.
We have successfully combined our long-standing expertise in capital markets with our in depth knowledge of Islamic finance to develop a market leading Islamic capital markets practice.
We have structured and worked on a wide range of Shari'a compliant capital markets products including sukuk (in which investors subscribe for certificates representing an undivided interest in an underlying asset), Shari'a compliant securitisations and other Shari'a compliant structured products. We have a breadth of experience and capabilities across many of our offices, including the United Arab Emirates, Saudi Arabia, London and Hong Kong. We are therefore able to draw upon our deep understanding of Islamic finance principles, our international capital markets expertise as well as our local law knowledge to develop and tailor an Islamic finance solution that best suits your business needs.
We worked on a number of the largest and most high-profile sukuk issuances and sukuk programmes in the world and are widely recognised for our innovative and commercially focused approach to structuring sukuk.
Our recent work includes:
- Advising arrangers and dealers on the establishment of Ooredoo’s US$2 billion sukuk issuance programme listed on the Irish Stock Exchange.
- Advising the Export-Import Bank of Malaysia Berhad (MEXIM) on its US$1 billion multi-currency sukuk programme, based on the Islamic principle of wakala, the first of its kind to use this type of wakala structure in Asia.
- Advising the joint lead managers on the US$500 million sukuk issued by GE Capital Sukuk Ltd. (The assets underlying the sukuk are interests in a portfolio of aircraft and rental payments from the lease of such aircraft). The transaction is the first investment grade sukuk for a US corporate.
- Advising Morgan Stanley as the sole lead manager and bookrunner on Sabana Shari'a compliant Industrial Real Estate Investment Trust (Sabana REIT)'s convertible sukuk. This transaction is the first sukuk convertible into units in a real estate investment trust and the first convertible sukuk issuance in Singapore.
Additionally, we are a key player in the sovereign sukuk market. In that time we have advised on a full range of sovereign sukuk issues from established investment grade issuers to issuances in complex and challenging jurisdictions. We have worked on sovereign and quasi sovereign sukuk issuances in the UK, Malaysia, Turkey, Saudi Arabia, Pakistan and the United Arab Emirates and are currently advising African, European and Asian governments on debut sukuk issuances.
We have also structured some of the most innovative Islamic capital markets transactions, including the issuance of convertible and exchangeable sukuk such as the PCFC convertible sukuk, which was the first sukuk convertible into equity. Our reach and expertise also extends to other parts of the region including Kuwait (the convertible sukuk issuance by International Investment Group) and Malaysia (where we represented the investment holding arm of the Government of Malaysia in its debut exchangeable sukuk and its subsequent exchangeable sukuk issuances.)
Some of the other equity-linked sukuk transactions we have advised on are as follow
- Advising Aldar Properties PJSC on the debut issue of US$2.53 billion convertible sukuk certificates listed on the London Stock Exchange. The deal was notable for being not only the third largest sukuk issue in the Gulf region but also the largest convertible sukuk that can convert into listed shares on an UAE exchange.
- Advising DP World Limited on the US$1.5 billion sukuk-al-mudaraba which was offered outside the US pursuant to Regulation S and to US institutional investors pursuant to Rule 144A.
- Advising Nakheel Development Limited on a US$3.52 billion sukuk-al-ijara which was listed on NASDAQ Dubai. This was the world's largest single sukuk issue.
We have combined our in depth knowledge of Islamic finance principles with our rich experience in asset backed securitisation techniques to structure some of the most complex Shari'a compliant transactions seen to date. Such structures demonstrate that Islamic principles and the rating requirements necessary for the issuance of highly rated instruments have many parallels and can complement each other structurally.
Our unique capability in this area was most recently demonstrated in the Sun Finance Limited transaction, representing the Shari'a compliant asset backed securitisation of instalment sales receivables from the sale of plots of land by Sorouh Real Estate PJSC on the iconic Shams and Saraya Master Developments in Abu Dhabi. This securitisation of this brand new asset class is the world's largest Shari'a compliant securitisation to date and the sukuk certificates which were issued also represent the highest rated non-sovereign instruments to be issued in the MENA region.
Apart from demonstrating Clifford Chance's market leading expertise in harmonising securitisation techniques, Shari'a principles and local law knowledge, the transaction also showcased the firm's ability to co-ordinate teams across its global network by involving lawyers in Clifford Chance's Dubai, Abu Dhabi, Hong Kong and London offices.
The pioneer in innovative Islamic financing solutions across the globe
Our Islamic derivatives experts are consistently called upon by the world's leading financial institutions and regulators to develop and advise on ground breaking Shari'a compliant risk management products.
Clifford Chance has been at the forefront in the development of these products, pioneering new structures and closing some of the first Islamic trades in the world as standalone transactions or in-conjunction with high profile Islamic financings.
We are at the cutting edge of drafting and structuring Islamic hedging transactions and are at the forefront of developing and pioneering innovative structures that use traditional Islamic products like the murabaha, wa'ad, salam and arbun to generate similar economic profiles to conventional derivatives but in a Shari'a compliant manner.
We are lead counsel and law firm responsible for drafting the ISDA-IIFM Ta'hawwut Master Agreement (TMA) and have recently advised ISDA and IIFM to prepare and finalise the Profit Rate Swap Confirmation templates for use with the TMA.
- Advising Axis on the largest Shari’a compliant swap carried out in Asia including a fx and profit rate swap.
- Advising Zain Saudi in relation to its Shari'a compliant profit rate swaps with a syndicate of hedging banks on an aggregate notional amount of US$2.2 billion. The syndicate attracted a mix of international and regional banks who provided hedging on both US$ and SAR exposures.
- Advising Deutsche Bank AG in connection with its Shari'a compliant profit rate swaps.
- Advising Dubai Islamic Bank in connection with its Shari'a compliant profit rate swaps.
- Advising Islamic Bank of Asia in connection with its Shari'a compliant master agreement, profit rate swaps and fx forwards.
- Establishing Islamic, derivative based structured product platforms for a variety of clients.
- Hedging products – working with leading financial institutions in the structuring of Shari'a compliant hedging products.
Islamic structured products
We successfully merged Islamic finance principles with "derivative based" capital market products by developing Islamic structured products whereby holders of sukuk certificates receive pay-offs linked to underlying stocks or indices, thereby mirroring the economic effect of derivative bond transactions. We have also advised our clients on other possible structures for Shari'a compliant derivative products.
Some of our recent experience includes:
- Advising Emirates Islamic Bank PJSC (EIB) in relation to structuring an innovative, Shari'a-compliant SME and retail customer financing platform through the issuance of structured trust certificates.
- Advising Deutsche Bank on structuring and documenting Islamic EquityBuilder Certificates™, an Islamic wealth management product structured to permit Islamic investors to invest in Shari'a compliant certificates listed on the Frankfurt stock exchange with pay-offs linked to the performance of an underlying stock, index or securities.
- Advising HSBC and Morgan Stanley in connection with the documentation of their respective Shari'a compliant certificates with payoffs linked to the performance of an underlying stock, index or securities.
Resources by type
In-depth Guides (Publications)
Links to National Regulators
Conferences, Podcasts and Presentations (videos and on-line registration)
Recent legal developments (March 2018)
Conferences, Podcasts and Presentations (videos and on-line registration)
Withholding Tax Table
ISDA and IIFM publish Islamic Credit Support Deed for Variation Margin (March 2017)
New product documentation for Wiqayah Min Taqallub As'aar Assarf (Islamic Foreign Exchange Forwards) (June 2016)
Iran Sanctions "Implementation Day": What You Need to Know (January 2016)
New product documentation for Himaayah Min Taqallub As'aar Assarf (Islamic Cross Currency Swaps) (November 2015)
A new gold standard for shari'a compliant asset finance? (May 2015)
The emergence of the Turkish sukuk market (January 2015)
Global Islamic Capital Markets: Current Trends and Future Opportunities (January 2015)
Launch of IIFM Master Collateralised Murabahah Agreement (November 2014)
Dissecting the UK Government sukuk (October 2014)
London: The Growth of Islamic Finance (March 2014 - remains relevant)
Morocco's ambitions to be the finance hub of north and west Africa (February 2014 - remains relevant)
Introduction to Islamic Financial Risk Management Products (August 2013 - remains relevant)
Launch of IIFM Interbank Unrestricted Master Investment Wakalah Agreement (June 2013 - remains relevant)
Islamic Asset Finance (April 2013 - remains relevant)
Introduction to Islamic finance (April 2013 - remains relevant)
Introduction to Sukuk (April 2013 - remains relevant)
Shari'a Compliant Real Estate Financing (April 2013 - remains relevant)
Introduction to Islamic project finance (April 2013 - remains relevant)