26th Jun 2026 11:57
NOT FOR DISTRIBUTION: (A) IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED BELOW); OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
26 June 2026
BBG SUKUK LTD ANNOUNCES RESULTS OF CONSENT SOLICITATIONAS AT THE ELECTRONIC CONSENT DEADLINE
BBG SUKUK LTD
(Incorporated in the Cayman Islands as an exempted company with limited liability)
(LEI: 549300URWP4TDNWJXN62)
(the "Trustee")
Description of Trust Certificates | ISIN | Aggregate Face Amount Outstanding |
U.S.$1,000,000,000 Trust Certificates due 20291 | XS2890149185 | U.S.$1,000,000,000 |
_________________________________________ 1 Comprised of (i) the outstanding U.S.$800,000,000 Trust Certificates due 2029 issued by the Trustee on 9 October 2024 (the "Original Certificates") and (ii) the outstanding U.S.$200,000,000 Trust Certificates due 2029 issued by the Trustee which are consolidated with and form part of the same series as the Original Certificates and represented by the Global Certificate with ISIN XS2890149185 (the "Certificates").
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On 10 June 2026, the Trustee announced an invitation to holders of the Certificates ("Certificateholders") to approve, inter alios, certain modifications to the terms and conditions of the Certificates (the "Conditions") to reflect the proposed re-domiciliation of the Trustee from the Cayman Islands to the Qatar Financial Centre, as further described in the consent solicitation memorandum dated 10 June 2026 (the "Consent Solicitation Memorandum") (such invitation in respect of the Certificates, the "Consent Solicitation"). On 23 June 2026, the Trustee announced the extension of the original Electronic Consent Deadline to 4:00 p.m. (London time) on 25 June 2026. Capitalised terms used herein and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.
Results of Consent Solicitation at the Electronic Consent Deadline
As at 4:00 p.m. (London time) on 25 June 2026 (the "Electronic Consent Deadline") valid Electronic Voting Instructions voting in favour of the Extraordinary Resolution representing 51.59 per cent. in aggregate face amount of the then outstanding Certificates were provided by Certificateholders to the Information and Tabulation Agent.
Consequently, as at the Electronic Consent Deadline, the Electronic Consent Threshold was not achieved and the Extraordinary Resolution has therefore not been duly passed by Certificateholders.
Pursuant to the terms and conditions of the Consent Solicitation as set out in the Consent Solicitation Memorandum, the Meeting will therefore proceed to be held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ, on 2 July 2026 at the time specified in the Notice of Circulating Extraordinary Resolution by Electronic Consent and of Meeting for the purpose of considering and, if thought fit, passing the Extraordinary Resolution.
All valid Electronic Voting Instructions submitted by the Electronic Consent Deadline will remain valid and will be used for the representation at the Meeting.
For the avoidance of doubt, Certificateholders may continue to submit Electronic Voting Instructions in accordance with the procedures described in the Consent Solicitation Memorandum up to 4:00 p.m. (London time) on 29 June 2026 (the "Expiration Deadline").
Certificateholders who do not wish to participate in the Consent Solicitation by way of Electronic Voting Instruction may appoint a proxy, other than the Information and Tabulation Agent, or make other arrangements to attend in person, or be represented at, and/or vote at the Meeting by following the procedures outlined in the Notice of Circulating Extraordinary Resolution by Electronic Consent and of Meeting before the Expiration Deadline.
Certificateholders are advised to check with any bank, securities broker or other intermediary through which they hold Certificates when such intermediary would require to receive instructions from a Certificateholder in order for that Certificateholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Consent Solicitation before the deadline specified above. The deadline set by any such intermediary and each Clearing System for the submission of Electronic Voting Instructions will be earlier than the deadline specified above.
Before making a decision with respect to the Proposal, Certificateholders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the risk factors described in the section entitled "Risk Factors and Other Considerations" therein.
Further information
A complete description of the terms and conditions of the Consent Solicitation is set out in the Consent Solicitation Memorandum. A copy of the Consent Solicitation Memorandum is available to Certificateholders on the Transaction Website (https://projects.sodali.com/dukhanbank), subject to registration, and can be obtained from the Information and Tabulation Agent.
Further detail about the Consent Solicitation can be obtained from:
The Solicitation Agent
Standard Chartered Bank 7th Floor Building One, Gate Precinct
Dubai International Financial Centre
P.O. Box 999
Dubai
United Arab Emirates
Telephone: +44 20 7885 5739
Attention: Liability Management Group
Email: [email protected]
The Information and Tabulation Agent
Sodali & Co Limited
The Leadenhall Building
122Leadenhall Street
London, EC3V 4AB
United Kingdom
Telephone: +44 20 4513 6933
Email: [email protected]
Transaction Website: https://projects.sodali.com/dukhanbank
Distribution Restrictions
This announcement and the Consent Solicitation Memorandum do not constitute an offer or an invitation to participate in the Consent Solicitation in any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer or invitation under applicable securities laws. The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by each of the Trustee, the Bank, the Solicitation Agent, the Delegate and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.