ZUL RAFIQUE & partners’ Banking & Finance team acted as solicitors of the principal adviser, lead arranger and lead manager in the establishment and implementation of an asset-backed securitisation transaction by way of issuance of asset-backed medium term notes (“MTN”) by Semangkuk 2 Berhad as the issuer (“Issuer”) pursuant to a medium term notes programme of up to MYR5 billion in nominal value to inter alia, finance the acquisition of commercial/industrial warehouses and logistic properties in Malaysia (“Properties”) from the owners of the Properties or, as the case may be, the transfer or assignment of the rights, title and interest of the originator as a contractual lessee, sub-lessee or tenant under an existing lease, sub-lease or tenancy in relation to the Properties.
The MTNs comprise of (1) bridge medium term notes with an early redemption option (the “Bridge MTNs”) and (2) senior and/or junior take-out medium term notes under the rated category or the unrated category (the “Take-out MTNs”). Under the MTN Programme, the Issuer is from time to time expected to refinance the Bridge MTNs via issuance of Take-out MTNs. The sale of the Properties will be structured as a true sale under the relevant guidelines of the Securities Commission Malaysia.
The Issuer’s portfolio of Properties may change over time due to any permitted acquisition of new Properties and/or permitted disposal of any of the Properties. Acquisition of Properties may be funded via the issuance of Bridge MTNs or Take-out MTNs comprising a combination of one or more classes. The MTN Programme allows the Issuer to bridge finance the purchase of the Properties allowing the Issuer to build up the portfolio of Properties pending issuance of an economically feasible Take-out MTNs issue amount.