Understanding Sukuk in Islamic Finance
Understanding Sukuk in Islamic Finance
Financial Markets
Module 6
Sukuk-Takaful
Dr. Mustafa Disli
1
Part A: Sukuk
2
What is Sukuk?
3
UNIVERSE OF STOCKS UNIVERSE OF BONDS
Conventional investors
typically divide their
portfolios between
equities and bonds.
4
UNIVERSE OF STOCKS UNIVERSE OF BONDS
UNIVERSE
OF ISLAMIC
STOCKS
5
UNIVERSE OF SUKUK UNIVERSE OF STOCKS UNIVERSE OF BONDS
UNIVERSE
OF ISLAMIC
STOCKS
6
Current landscape
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Islamic Finance Development Report 2023: Navigating Uncertainty
Current landscape - sukuk
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Islamic Finance Development Report 2023: Navigating Uncertainty
Conventional bonds and sukuk
Feature Conventional bonds Sukuk
Bonds are debt instruments where the issuer Sukuk are investment certificates that represent
Underlying Structure borrows money and agrees to pay interest ownership in underlying assets, projects, or
(coupon) and principal. business ventures.
Bonds typically pay fixed or variable interest, Sukuk generate returns based on profits or
Interest Payments which is considered riba (usury) and income from the underlying assets, avoiding
prohibited in Islam. interest.
Bondholders are creditors with no ownership Sukuk holders have ownership rights in the
Ownership Rights
rights to the underlying assets. underlying assets, sharing in profits and risks.
The risk is borne primarily by the borrower; Sukuk holders share risks associated with the
Risk Sharing bondholders have limited recourse in case of underlying assets, allowing for greater
default. alignment of interests.
Sukuk holders may be affected by operational or
Bondholders are not directly affected by the asset-related costs, especially in asset-backed
Effects of Costs costs incurred in managing the underlying sukuk where returns are tied to the
assets or operations. performance of the asset. In such cases, higher
costs can reduce profits.
9
Issuing Bonds: Parties involved
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Issuing Sukuk: Parties involved
An underwriter may
Special Purpose
The government or be brought in as
Vehicle (SPV), the
corporation that is insurance to the SPV,
middleman between Sukuk holders
going to benefit from to guarantee that
the obligator and the
the sukuk issuance any unsold sukuk will
investors.
be purchased.
11
Issuing Sukuk: Process
1. The obligator creates or contracts the SPV to act on its behalf during a sukuk issuance.
The obligator and SPV enter a sukuk-specific contract, and the obligator specifies the
asset or activity the sukuk will support.
2. The SPV issues the sukuk to the investors. Each sukuk subscription involves an
agreement that spells out the relationship between the obligator and sukuk holders (as
lessor and lessee, partners in a venture, principal and agent to manage investments,
and so on) and the nature of the income/gain that the investors are entitled to (such as
rental income or what portion of the obligator’s profit or loss the investor will share).
3. The SPV gives the proceeds from the investors to the obligator. The proceeds are to be
used for the Shariah-compliant asset purchase, lease, joint venture, or other business
activity agreed upon between the obligator and sukuk holder during the sukuk
issuance.
4. The SPV distributes the obligator’s returns or losses to the investors.
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Special Purposes Vehicle (SPV)
‒ The SPV is a legal entity that is separate from the obligator and that
manages the pool of assets related to the sukuk.
‒ SPVs are created to transfer the ownership of the asset, project, or
business.
‒ SPVs take legal ownership of the assets on which the sukuk are based.
‒ A parent company creates an SPV to isolate or securitize assets in a
separate company that is often kept off the balance sheet.
• It may be created in order to undertake a risky project while protecting the
parent company from the most severe risks of its failure.
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Types of Sukuk: Mudaraba Sukuk
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Types of Sukuk: Musharaka Sukuk
1. The investors subscribe to the sukuk and pay the
Investors proceeds to the SPV, which acts as the investors’ trustee.
2. The SPV issues sukuk certificates to the investors.
1 2 6
3. The SPV transfers the proceeds from the sukuk to the
joint venture, and the investor committee contributes its
SPV and investor committee (partners) expertise.
4. The obligator transfers cash and/or assets to the joint
3 5 venture, and it also contributes its expertise.
5. The profit and loss of the joint venture is shared between
Joint venture the SPV and the obligator based on the contract
agreement.
4 5
6. If the venture is profitable, the SPV distributes its share
of profits from the joint venture to the sukuk holders at
Obligator (partner and managing agent) periodic intervals specified in the contract.
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Types of Sukuk: Ijara Sukuk
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Types of Sukuk: Ijara Sukuk
1. Investors subscribe to the sukuk and pay
Investors
the proceeds to the SPV, which acts as
trustee.
1 2 6 2. The SPV issues sukuk certificates to the
investors.
3. The SPV purchases the asset from a
Seller
SPV seller using investor proceeds.
3 (lessor)
4. The SPV leases the asset to the obligator.
5. The company (obligator) pays rental fees
4 5 to the SPV.
6. The SPV distributes the rental fees to the
Obligator investors according to the sukuk
(lessee) payment schedule.
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Types of Sukuk: Ijara Sukuk
1. Investors subscribe to the sukuk and pay
Investors
the proceeds to the SPV, which acts as
trustee.
1 2 6 2. The SPV issues sukuk certificates to the
investors.
3. The SPV purchases the asset from a
MoF
QCB seller using investor proceeds.
3 (lessor)
4. The SPV leases the asset to the obligator.
5. The company (obligator) pays rental fees
4 5 to the SPV.
6. The SPV distributes the rental fees to the
MoF investors according to the sukuk
(lessee) payment schedule.
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Types of Sukuk: Ijara Sukuk
1. Investors subscribe to the sukuk and pay
Investors
the proceeds to the SPV, which acts as
trustee.
1 2 6 2. The SPV issues sukuk certificates to the
investors.
3. The SPV purchases the asset from a
Seller
SPV seller using investor proceeds.
3 (lessor)
4. The SPV leases the asset to the obligator.
5. The company (obligator) pays rental fees
4 5 to the SPV.
6. The SPV distributes the rental fees to the
Bank Negara investors according to the sukuk
Malaysia
(lessee)
payment schedule.
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Types of Sukuk: Murabaha Sukuk
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Types of Sukuk: Salam Sukuk
1. The investors subscribe to the sukuk and pay the proceeds to
Investors the SPV, which acts as their trustee.
2. The SPV issues sukuk certificates to the investors.
1 2 7
3. The proceeds from the sukuk sales are passed to the obligator
(the seller).
At this stage, the SPV appoints an agent to sell the asset in the
future for its cost plus a profit margin. This agent may be a
SPV separate underwriter, or it may be the obligator itself.
4. On or before the date established in the contract, the seller
delivers the asset to the underwriter or agent (if not the
3 6 seller).
5. The underwriter, agent, or seller-as-agent sells the asset to a
buyer for a profit.
Obligator Agent 6. The sales from the asset are transferred to the SPV.
Buyer
(Seller) (underwriter)
7. The SPV distributes the proceeds to the sukuk holders
4 5 (investors). 27
Types of Sukuk: Istisna Sukuk
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Types of Sukuk: Istisna Sukuk
1. The investors subscribe to the sukuk
Investors and pay the proceeds to the SPV,
which acts as their trustee.
1 2
2. The SPV issues sukuk certificates to
the investors.
3. The proceeds from the sukuk issues
are transferred to the obligator (in
SPV the role of manufacturer or
contractor) in stages according to the
agreed-upon payment schedule.
3 4 5 4. After the full project is complete, the
title of the asset is transferred to the
SPV.
Obligator Obligator Obligator
(as contractor) (as lessee) (as buyer) 5. The SPV leases the asset to the
obligator. 29
Types of Sukuk: Istisna Sukuk
6. The obligator (as lessee) makes
Investors
rental payments to the SPV.
7. The SPV distributes the rental
1 2 7 10 payments to investors at regular
intervals.
8. At the sukuk maturity date, the
SPV asset ownership transfers to the
obligator. In other words, the SPV
sells the project to the obligator.
3 4 5 6 8 9 9. The obligator (now in the role of
buyer) pays the SPV for the asset
ownership.
Obligator Obligator Obligator
(as contractor) (as lessee) (as buyer)
10. Sale proceeds are distributed
among the sukuk holders. 30
Types of Sukuk: Wakala Sukuk
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Wakala versus Mudaraba
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Sukuk issuances by structure
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Sukuk Issuances (2010-2020)
60.00%
50.00%
40.00%
30.00%
20.00%
10.00%
0.00%
1 2 3 4 5 6
Series1 Series2
36
International Islamic Financial Market: IIFM Sukuk Report
Importance of Shariah scholars
‒ When a prominent Shariah scholar (Sheik Muhammed Taqi Usmani) declared
in late 2007 that as much as 85% of sukuk structures are in violation with the
risk sharing principle of the Islamic law, sukuk issuance suffered a 40% decline
during the first half of 2008 compared to a year before
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Malaysia
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Part B: Takaful
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Issues with conventional insurance
Gharar (Uncertainty) Maysir (Gambling) Riba (Interest)
Conventional insurance
It is not acceptable in In insurance companies
is regarded as a form of
contract arrangements this relates mainly to the
gambling as the insured
to make payments investment side (e.g.
makes a bet on loss
conditional upon the investments in fixed
occurrence and the
outcome of an uncertain interest rate assets like
same applies in reverse
event. deposits or bonds)
to the insurer.
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What is Takaful?
‒ The word “Takaful” is derived from the Arabic word “kafalah,” which
means “guaranteeing each other” or a “joint guarantee” and is based on
the concept of social solidarity, cooperation, and mutual indemnification
of losses.
‒ Takaful operates on the Islamic principles of
• Taawun (brotherhood or mutual assistance)
• Tabarru (donation, gift or contribution)
‒ Each participating member contributes resources (premium payments)
to support the needy participants within the group.
‒ Earning profit is not the sole objective of the Takaful operator or
participants (who share in any surplus).
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Takaful Business Model: Mudaraba Takaful
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Mudaraba Takaful
PARTICIPANT SURPLUS
(rabb-al-mal)
LOSS
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Takaful business model: Wakalah Takaful
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Wakalah Takaful
PARTICIPANT SURPLUS
(rabb-al-mal)
(muwakil) LOSS
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52
Current landscape
53
Islamic Finance Development Report 2021: Advancing Economies
ReTakaful
In theory
55
ReTakaful
In practice
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Challenges for the Takaful industry
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