ISLAMIC BANKING AND FINANCE:

1. ISLAMIC BANKING AND FINANCE: WHAT�S IN IT FOR CANADIAN COMPANIES? Mohammad Fadel Canada Research Chair in the Law and Economics of Islamic Law University of Toronto Faculty of Law October 16, 2006

2. OVERVIEW OF ISLAMIC BANKING SECTOR Centers of Islamic Finance Malaysia Persian Gulf United Arab Emirates (Dubai) Bahrain England ????

3. History of Islamic Banking Local Islamic banks formed in the 1970s in Muslim countries such as Malaysia, Pakistan and Dubai Originally emphasized joint-venture structures akin to private equity Quickly evolved to provide short-term credit facilities by using the mur�baha structure

4. History of Islamic Banking (II) With increase in scale, Islamic banks began to branch out to more complex financing schemes, including: Retail banking, including, deposit taking and consumer lending Bonds (suk�k) Medium- and Long-term leases (ij�ra)

5. History of Islamic Banking (III) Impact of 9/11 � Reverse Capital Flight Perception of hostile climate in many Western jurisdictions, in particular, the United States, led to repatriation of dollars by Arab investors to Middle Eastern banks Islamic banks, along with conventional banks in the region, benefited from this reverse flight of capital Increase in Oil Prices Led to Dramatic Increase in Liquidity in the Gulf

6. History of Islamic Banking (IV) Conventional Banks Open �Islamic Windows� Conventional banks began to respond to requests from Muslim clients to offer products that complied with Islamic law As the size of the potential market became clear, conventional banks responded with the creation of divisions dedicated to Islamic banking

7. History of Islamic Banking (V) Conventional International Banks with Islamic Windows: Citigroup HSBC Deutsche Bank UBS ABN AMRO Standard Chartered Bank

8. History of Islamic Banking (VI) Almost all regional banks have followed the international banks in creating �Islamic� windows and some have converted, or are in the process of converting, to the Islamic banking model

9. Size of Islamic Banking Sector No precise measure of size of deposits held in Islamic banks or Islamic divisions of conventional banks Ranges from a low of $250 billion to a high of $750 billion As much as $300 billion held in Islamic investment funds awaiting investment opportunities Arab investors hold approximately $800 billion of assets in European banks, with a growing trend to invest that money in Islamic products

10. Role of Islamic Finance in World Credit Markets Demand Side Sovereign Debt International Agencies Corporate Debt Project Finance Consumer Debt

11. Sovereign Islamic Debt In recent years, several Islamic Countries and their instrumentalities, as well as non-Islamic countries, have issued sovereign debt in the form of suk�k: Department of Civil Aviation, Dubai: $1 billion Qatar: $700 million Pakistan: $600 million Malaysia: $600 million German State of Saxony-Anhalt: �100 million Bahrain: $79.5 million

12. International Agencies International Agencies Have Issued Suk�k in recent years: Islamic Development Bank: $400 million World Bank: $200 million

13. Islamic Corporate Debt Private Issuances of Suk�k: DP World: $3.5 billion 7.5% suk�k, convertible into equity at the time of a qualifying initial public offering  National Central Cooling Company: $200 million, rated BBB- by S&P Listed on London Stock Exchange Previous issuance by same issuer listed on Luxembourg Stock Exchange

14. Islamic Corporate Debt (II) Global issuance of suk�k has exceeded $20 billion Dow Jones Citigroup� Suk�k Index Comprised of seven suk�k $2.8 billion aggregate principal amount Each issue rated at least A by S&P Average tenor 3 years

15. Islamic Corporate Debt (III) Biggest challenge thus far is limited secondary trading market for suk�k Demand for suk�k has far exceeded supply; offerings typically oversubscribed, even after substantial upsizing of the offering at times DP World offering originally contemplated for $2.8 billion but was upsized to $3.5 billion to meet excess demand; no road show needed to market the offering

16. Islamic Finance and Project Finance Infrastructure projects in the Gulf region largely financed on a corporate basis until the mid-1990s Sadaf, a joint venture between Shell Oil and Saudi Arabian Basic Industries Corporation (SABIC), first important project finance transaction in Gulf region, closed in 1995 Project Finance now preferred structure for infrastructure investment

17. Islamic Finance and Project Finance (II) Islamic sources of capital traditionally played minor role in project finance in Gulf In recent years, however, no deal gets done without a substantial Islamic tranche Financing needs exceed capacity of commercial banks and export credit agencies Desire of project hosts to diversify sources of capital and take advantage of local capital to the extent feasible

18. Islamic Finance and Project Finance (III) Rabigh Refinery and Petrochemicals Project, Kingdom of Saudi Arabia $9.9 billion total cost, of which $5.8 billion was debt $4.1 billion equity split 50-50 between Saudi Aramco and Sumitomo Chemical $2.5 billion loan provided by Japan Bank for International Cooperation $1 billion loan from Saudi Public Investment Fund $1.7 billion commercial loan $600 million Islamic tranche

19. Islamic Finance and Project Finance (IV) YANSAB Project $5 billion greenfield petrochemical project $3.5 billion debt: $1.067 billion, 13-year tranche from Saudi Public Investment Fund $850 million, 12-year Islamic tranche $700 million export credit agencies tranche $533 million 12-year commercial bank tranche $350 million working capital facility ABN AMRO was sole arranger, underwriter and bookrunner on deal

20. Islamic Finance and Project Finance (V) Future Demand for Project Finance Last two years saw $40 billion of project finance in gulf region Saudi Arabia estimates it will invest $90 billion in domestic power generation over the next fifteen years Other states in the gulf also investing heavily in infrastructure projects, particular petrochemical There will be a continuing demand in the region for capital to invest further expansion of the region�s infrastructure

21. Opportunities for Canadian Banks Deal flow shows no sign of abating International banks have shown an ability to compete successfully Because of the size of new deals, Islamic banks need to partner with international banks to take advantage of their larger distribution networks Success of suk�k issues means that conventional market investors have grown comfortable with their structure and will invest in them so long as credit profile meets investors� needs

22. Opportunities for Canadian Banks (II) Success in penetrating markets for arranging credit could lead to mandates in upcoming equity offerings Future opportunities to advise in connection with an inevitable consolidation of banks in the Gulf region Opportunities for wealth management of wealthy Islamic investors Merrill Lynch identified 300,000 U.S. dollar millionaires in the Middle East

23. Opportunities for Canadian Issuers Canadian Issuers, public and private, may consider tapping the Islamic capital markets Because of Islamic finance is asset-based, Canada�s mining industry is a natural fit with the structures so far developed in Islamic finance Because of high-liquidity of Islamic banks and Islamic investment funds, issuers who tap this market may be able to obtain relatively favorable pricing relative to the conventional market

24. Opportunities for Canadian Infrastructure Firms Because of infrastructure boom in Gulf region, large premiums have been paid on Engineering, Procurement and Construction contracts Successful competition for infrastructure projects inevitably requires support of export credit agency Export Development Canada would have an important role to play in promoting Canadian firms� expertise in the region

25. Conclusion Islamic finance and conventional finance are quickly converging in the Gulf region As conventional investors gain more comfort with Islamic structures, cost differential between Islamic products and conventional products have almost disappeared As a result, Islamic products may be more practical because they appeal to both Islamic and conventional investors

26. Conclusion (II) It is not too late for Canadian banks to compete for business in the Islamic finance arena To do so successfully, they will need to establish a presence in the region, as have their competitors