This successful issuance by The Commercial Bank of Kuwait (AI-Trijari) of the second tranche of Basel III compliant Tier 2 bonds had a value of KWD 50 million as well as the completion of the KWD 100 million subordinated Tier 2 Bonds programme.
This marked the first ever Tier 2 Bonds Programme set up in Kuwait.
Meysan acted as legal counsel to Kuwait Financial Centre K.S.C.P. (“Markaz”) providing legal expertise and support related to the Programme setup and the first and second tranches’ issuances. Meysan advised Markaz on corporate and regulatory approval requirements, filing and securing approvals from the Central Bank of Kuwait and Kuwait Capital Market Authority as well as drafting prospectus and transaction documents. Partner, Tarek Yehya led the team joined by Samar Jrade and Nour Mashmoushi. www.meysan.com
Q&A with Mr. Tarek Yehya, Partner (left) and Ms. Samar Jrade, Senior Associate (right) at Meysan
Can you expand on what was required of your team to succeed with this process and the strategy which was agreed upon?
Our role extended beyond the successful second tranche issuance to include the establishment of the programme and the first tranche issuance. We were responsible for crafting the legal framework of the first ever Tier 2 Bonds Program. This involved a comprehensive approach, including drafting the base prospectus and the prospectuses for the first and second tranche issuances, as well as the offering documentation, Tier 2 bonds documents, and related transaction documents. We ensured that all legal aspects to the programme and the issuances complied with both the regulatory and financial requirements, including local securities regulations and international standards governing bonds. Our responsibilities also encompassed close coordination with Kuwait Capital Market Authority and Central Bank of Kuwait, as well as filing and securing timely regulatory approvals. We provided ongoing advice to Markaz acting as the lead manager and subscription agent throughout the process. The deployed strategy ensured a seamless and compliant issuance process that aligned with market demand, while balancing regulatory requirements and fulfilling Al-Tijari financial objectives. It also adhered to a strict timeline for executing the issuances to respond to prevailing market conditions.
What is the necessity of having appropriate legal support on projects like this one, what would be the consequences of neglecting this?
Robust legal support is crucial for ensuring compliance with securities regulations. It also assures the preparation of a comprehensive and thorough transaction documentation, which reduces the risk of disputes and legal challenges. This enhances confidence in the issuance and positively affects demand.
Neglecting appropriate legal support increases exposure to regulatory sanctions and financial penalties, as well as disputes that could hinder the issuance and damage both the issuer’s and the subscription agent’s reputation and financial standing.
Which area of your support on this project faced the most difficult challenges, was this predicted and how was this addressed?
The transaction implicated multiple legal challenges, including the necessity to develop a comprehensive legal framework that ensures strict compliance with all regulatory requirements and international standards, and timely execution of the transaction. Careful consideration was granted to disclosing the risks associated with investing in the bonds, establishing a clear and transparent subscription process, and precisely defining the terms of the bonds. The second tranche issuance was completed in record time, with all filings and regulatory approvals secured, and the offering and transaction documents thoroughly prepared and executed in under 1.5 months. Meysan and Markaz’ respective teams worked closely together to navigate the complexities of the issuance process, adopted strategic approach to circumvent delays in the regulatory approval process. This swift and efficient execution fulfilled Al-Tijari’s objective of closing the issuance and completing the programme within the one-year term approved by the CMA, thus avoiding the need to extend its term.
