24th Sep 2026 12:32
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.
24 September 2026
QIB SUKUK LTD. ANNOUNCES RESULTS OF MEETINGS AND NOTICE OF ADJOURNED MEETINGS
QIB SUKUK LTD.
(Incorporated in the Cayman Islands as an exempted company with limited liability)
(LEI: 549300XDP1VCBZLCP049)
(the "Trustee")
to the holders (the "Certificateholders") of the following trust certificates (each a "Series" and, together, the "Certificates"):
Description of Trust Certificates | ISIN | Aggregate Face Amount Outstanding |
U.S.$50,000,000 Trust Certificates due 2028 (the "Series 23 Certificates") | XS2680376329 | U.S.$50,000,000 |
U.S.$950,000,000 Trust Certificates due 2028 (the "Series 24 Certificates")1 | XS2723536970 | U.S.$950,000,000 |
U.S.$750,000,000 Trust Certificates due 2029 (the "Series 25 Certificates") | XS2900444139 | U.S.$750,000,000 |
QAR200,000,000 Trust Certificates due 2028 (the "Series 27 Certificates") | XS3030383023 | QAR200,000,000 |
U.S.$915,000,000 Trust Certificates due 2030 (the "Series 28 Certificates")2 | XS3089771029 | U.S.$915,000,000 |
U.S.$750,000,000 Trust Certificates due 2031 (the "Series 29 Certificates") | XS3307305287 | U.S.$750,000,000 |
_________________________________________ 1 Comprised of (i) the outstanding U.S.$500,000,000 Trust Certificates due 2028 issued by the Trustee on 22 November 2023 ("Series 24 Tranche 1 Certificates"); (ii) the outstanding U.S.$250,000,000 Trust Certificates due 2028 issued by the Trustee on 11 December 2023 ("Series 24 Tranche 2 Certificates ") which are consolidated with and form part of the same series as the Series 24 Tranche 1 Certificates; (iii) the outstanding U.S.$100,000,000 Trust Certificates due 2028 issued by the Trustee on 27 December 2023 ("Series 24 Tranche 3 Certificates") which are consolidated with and form part of the same series as the Series 24 Tranche 1 Certificates and the Series 24 Tranche 2 Certificates; and (iv) the outstanding U.S.$100,000,000 Trust Certificates due 2028 issued by the Trustee on 28 December 2023 which are consolidated with and form part of the same series as the Series 24 Tranche 1 Certificates, the Series 24 Tranche 2 Certificates and the Series 24 Tranche 3 Certificates (the "Series 24 Tranche 4 Certificates"), which are collectively represented by the Global Certificate with ISIN XS2723536970.
2 Comprised of (i) the outstanding U.S.$750,000,000 Trust Certificates due 2030 issued by the Trustee on 12 June 2025 (the "Series 28 Tranche 1 Certificates") and (ii) the outstanding U.S.$165,000,000 Trust Certificates due 2030 issued by the Trustee on 4 December 2025 which are consolidated with and form part of the same series as the Series 28 Tranche 1 Certificates (the "Series 28 Tranche 2 Certificates"), which are collectively represented by the Global Certificate with ISIN XS3089771029.
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On 2 September 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 2 September 2026 (the "Consent Solicitation Memorandum") (each such invitation in respect of a Series, a "Consent Solicitation"). Capitalised terms used herein and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.
Results of Meetings
The Trustee hereby announces that, at the Meetings of Certificateholders held today:
· in respect of the Series 23 Certificates: (i) the quorum was reached; and (ii) the Extraordinary Resolution was duly passed;
· in respect of the Series 24 Certificates: (i) the quorum was reached; and (ii) the Extraordinary Resolution was duly passed;
· in respect of the Series 25 Certificates: (i) the quorum was not reached; and (ii) the Meeting was adjourned;
· in respect of the Series 27 Certificates: (i) the quorum was reached; and (ii) the Extraordinary Resolution was duly passed;
· in respect of the Series 28 Certificates: (i) the quorum was reached; and (ii) the Extraordinary Resolution was duly passed; and
· in respect of the Series 29 Certificates: (i) the quorum was not reached; and (ii) the Meeting was adjourned.
Certificates that were the subject of Electronic Voting Instructions in respect of the Series 23 Certificates, the Series 24 Certificates, the Series 27 Certificates and the Series 28 Certificates will be unblocked on the date falling one Business Day from the date hereof.
Pursuant to the terms and conditions of the Consent Solicitations as set out in the Consent Solicitation Memorandum, the Trustee will notify the Certificateholders in respect of the Series 23 Certificates, the Series 24 Certificates, the Series 27 Certificates and the Series 28 Certificates once the Implementation Conditions have been met.
Notice of Adjourned Meetings
In respect of Series 25 Certificates, as the initial Meeting was inquorate and adjourned, the adjourned meeting in respect of such Series will be held at the offices of Simmons & Simmons LLP at Citypoint, 1 Ropemaker Street, London EC2Y 9SS, United Kingdom, at 9:00 a.m. (London time) on 9 October 2026 for the purposes of considering and, if thought fit, passing the Extraordinary Resolution in respect of such Series (the "Series 25 Certificates Adjourned Meeting"). Electronic Voting Instructions received by the Information and Tabulation Agent at or prior to the Expiration Deadline in respect of the Series 25 Certificates will remain valid, with Certificates subject to such Electronic Voting Instructions being blocked until the conclusion of the Series 25 Certificates Adjourned Meeting.
In respect of Series 29 Certificates, as the initial Meeting was inquorate and adjourned, the adjourned meeting in respect of such Series will be held at the offices of Simmons & Simmons LLP at Citypoint, 1 Ropemaker Street, London EC2Y 9SS, United Kingdom, at 9:10 a.m. (London time) on 9 October 2026 for the purposes of considering and, if thought fit, passing the Extraordinary Resolution in respect of such Series (the "Series 29 Certificates Adjourned Meeting"). Electronic Voting Instructions received by the Information and Tabulation Agent at or prior to the Expiration Deadline in respect of the Series 29 Certificates will remain valid, with Certificates subject to such Electronic Voting Instructions being blocked until the conclusion of the Series 29 Certificates Adjourned Meeting.
Further information
A complete description of the terms and conditions of the Consent Solicitations 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/QIB), subject to registration, and can be obtained from the Information and Tabulation Agent.
Further detail about the Consent Solicitations 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
122 Leadenhall Street
London, EC3V 4AB
United Kingdom
Telephone: +44 20 4513 6933
Email: [email protected]
Transaction Website: https://projects.sodali.com/QIB
Distribution Restrictions
This announcement and the Consent Solicitation Memorandum do not constitute an offer or an invitation to participate in any 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.