London, 28 January 2021 -- Moody's Investors Service ("Moody's") has today
assigned a Baa3 senior unsecured rating to the USD700 million Sukuk Certificates
due 2024 issued by DIFC Sukuk Limited (the "Issuer") in 2014, a
special purpose vehicle established in the Dubai International Financial
Centre (DIFC) by DIFC Investments Ltd. ("DIFCI", Baa3 stable).
The outlook on the rating is stable.
RATINGS RATIONALE
The Baa3 rating assigned to the Sukuk Certificates is at the same level
as the long-term issuer rating of DIFCI because this is the only
senior debt of the capital structure and it ranks senior to existing shareholder
loans. In Moody's view, the Certificates holders (i) are
effectively exposed to DIFCI's senior unsecured credit risk; (ii)
do not have any preferential claim or recourse over the trust assets,
or rights to cause any sale or disposition of the trust assets except
as expressly provided under the transaction documents; and (iii)
rank pari passu with other senior unsecured obligations of DIFCI as provided
in the transaction documents.
Moody's notes that its rating does not express an opinion on the Sukuk
Certificates' compliance with Shari'ah law.
The proceeds of the issue of the Certificates were used by DIFC Sukuk
Limited (in its capacity as the Issuer) to acquire a Wakala portfolio
(real estate assets) from DIFCI. The portfolio is managed by DIFCI
as the servicing agent on behalf of the Issuer. Under the service
agency agreement, DIFCI as the servicing agent retains any responsibility
with regards to the Wakala portfolio (including their maintenance and
insurance) and the collection of revenues from the portfolio. Any
breach of obligations from DIFCI under the transaction documents would
trigger a dissolution event, whereby the Certificates would become
immediately due and payable by DIFCI.
DIFCI is a government-related issuer (GRI) because it is 100%
owned by the Dubai International Financial Centre Authority (DIFCA) for
the benefit of the government of Dubai (not rated). DIFCI's issuer
rating of Baa3 combines a Baseline Credit Assessment (BCA) of baa3 with
a high level of dependence with and strong level of support from the government
of Dubai.
The baa3 BCA is supported by: (1) the company's high quality office
and retail property portfolio located in a prime area of Dubai; (2)
a track record of high occupancy rates which stood at 95% as of
June 2020 (excluding Gate Avenue) and a strong tenant base which includes
many international financial institutions which have been operating in
DIFC for several years; (3) the recurring nature of stable rental
income as well as the additional revenues generated by registration rights
and fees paid by companies to operate in the DIFC; (4) low senior
leverage and strong interest coverage ratio; (5) strong liquidity
with no debt maturing until 2024 and a property portfolio which is fully
unencumbered.
The BCA also reflects (1) DIFCI's asset and geographic concentration risk,
because all of its assets are located in Dubai; (2) a challenging
macroeconomic backdrop, exacerbated by the coronavirus pandemic,
which could lead to lower demand for office and retail space; (3)
a somewhat low average remaining lease tenor of 2 years which is a risk
because of the supply of office space related to ICD Brookfield Place;
and (4) execution risks stemming from future development activities such
as the plan to develop DIFC 2.0.
DIFCI has adhered to the lockdown measures introduced by the government
to reduce the spread of the coronavirus between March and mid-June
2020 and it remains vulnerable to similar future restrictions.
The company has provided various forms of relief in support of its office
and retail tenants which, will lead to a 5% reduction in
revenues this year. Moody's expects a net senior debt to EBITDA
ratio of 2.1x (excluding the loan due to the government of Dubai)
in 2020 and broadly unchanged credit ratios in 2021 considering good progress
made so far in renewing expiring leases.
Moody's estimates the likelihood of extraordinary support from the government
of Dubai to be "strong" because DIFC plays an important role in the government
strategy to diversify the economy. The financial free zone is administered
by the government of Dubai and is key to providing judicial, regulatory
and real estate infrastructure for financial services firms. The
oversight from the government is significant and the deputy ruler of Dubai
is both the president of DIFC and chairman of the higher board of directors.
All members of the higher board of directors are appointed by decree of
the ruler of Dubai. In addition to providing the land on which
DIFCI's properties are located free of charge (including the land recently
allotted for DIFC 2.0), the government of Dubai has demonstrated
its willingness and capacity to provide financial support to DIFCI through
two separate loans in 2008 and 2009.
RATIONALE FOR STABLE OUTLOOK
The stable outlook reflects the expectation that the occupancy ratio and
revenues will stabilize in 2021 at similar levels expected for 2020.
The stable outlook also reflects the view that leverage remains healthy
for the rating.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
A rating upgrade is unlikely at this stage because of the challenging
operating environment. However, an upgrade could be considered
if the macroeconomic backdrop improves sustainably and there is a clear
evidence of organic rental income growth. An upgrade would also
require a track record of disciplined capital spending especially in light
of the development plans related to DIFC 2.0, a strong liquidity
and net debt to EBITDA (excluding the loan due to the government of Dubai)
of around 2.5x.
Downward pressure on the rating could develop if a negative trend in revenues
develops such that adjusted net debt to EBITDA (excluding the loan due
to the government of Dubai) sustainably exceeds 4.5x and/or the
adjusted fixed charge coverage (excluding the legacy interest accrued
on the loan due to the government of Dubai) drops below 2.5x on
a sustained basis or DIFCI fails to maintain adequate liquidity.
A deterioration of Dubai's economic environment could also put negative
pressure on the rating.
PRINCIPAL METHODOLOGY
The methodologies used in this rating were REITs and Other Commercial
Real Estate Firms published in September 2018 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1095505,
and Government-Related Issuers Methodology published in February
2020 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1186207.
Alternatively, please see the Rating Methodologies page on www.moodys.com
for a copy of these methodologies.
PROFILE
DIFCI is a wholly owned subsidiary of the Dubai International Financial
Centre Authority (DIFCA), and is held by DIFCA for the benefit of
the government of Dubai. DIFCI is a financial free zone within
Dubai, owned by the government of Dubai and whose president is His
Highness Sheikh Maktoum Bin Mohammed Bin Rashid Al Maktoum, the
deputy ruler of Dubai. The company was established to carry out
all of the commercial activities associated with the financial free zone,
including creating its infrastructure, and managing and leasing
the plots of land developed within it by DIFCI. The DIFCI is the
leading financial hub in the Middle East and is an integral part of the
government of Dubai's strategy to diversify the emirate's economy.
The local market analyst for this rating is Lahlou Meksaoui, +971
(423) 795-22.
REGULATORY DISCLOSURES
For further specification of Moody's key rating assumptions and
sensitivity analysis, see the sections Methodology Assumptions and
Sensitivity to Assumptions in the disclosure form. Moody's
Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.
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Mikhail Shipilov
Asst Vice President - Analyst
Corporate Finance Group
Moody's Investors Service Limited, Russian Branch
7th floor, Four Winds Plaza
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Russia
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