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Rating Action:

Moody's assigns (P)A1 ratings to DP World's proposed EMTN Programme and Sukuk

11 Jun 2007
Moody's assigns (P)A1 ratings to DP World's proposed EMTN Programme and Sukuk

, June 11, 2007 -- Moody's Investors Service has assigned a (P)A1 rating to the proposed EMTN Programme to be issued by DP World. The outlook is stable. Moody's has also assigned a (P)A1 rating to the proposed Sukuk al-Mudaraba transaction to be issued by DP World Sukuk Limited. The outlook is also stable.

The rating actions follow Moody's announcement of 7th June 2007 that DP World had been assigned long term foreign and local currency issuer ratings of A1 with a stable outlook. Accordingly, Moody's regards both the EMTN Programme and the al-Mudaraba Sukuk as senior unsecured obligations. Both ratings are provisional, in the case of the EMTN Programme subject to receipt of the final Offering Circular, and in the case of the Sukuk subject to receipt of the final Offering Circular and legal opinions related to the Purchase Undertaking, the Sale Undertaking, the Mudaraba Agreement and the Declaration of Trust, all of which constitute vital legal documents in the creation of the Mudaraba structure.

According to the terms of the Sukuk, DP World as the ultimate Obligor will issue the securities through DP World Sukuk Limited (DPWSL). When the transaction completes, the certificate holders will pay the proceeds of the transaction to DPWSL, which will form the capital of an unincorporated investment arrangement known as the mudaraba, pursuant to the Mudaraba Agreement. The agreement stipulates that DP World will invest the capital in accordance with an Investment Plan that provides that such investments will be Sharia'ah compliant. The Investment Plan is understood to essentially constitute the development of Terminal 2 at Jebel Ali Port.

Certificate holders will earn a pre-determined profit percentage (Periodic Distribution Amount) from their participation in the Mudaraba Assets. Where the return is higher than determined, the excess profit is retained by DP World, not the issuer. Where the return is lower, DP World attains an obligation to ensure that any shortfall is met.

DP World (as Obligor and Mudareb), the issuer as Trustee and Deutsche Bank as Transaction Administrator enter into a Declaration of Trust, under which the issuer declares a Trust over its beneficial interest in the Mudaraba Assets for benefit of certificate holders. These constitute the issuer's beneficial rights, title, interest etc in, to and under the Mudaraba Assets and each of the transaction documents (the Mudaraba, Agreement, the Purchase Undertaking, the Sale Undertaking, the Declaration of Trust, the Agency Agreement, and the Certificate Purchase Agreement). The Declaration of Trust is governed by English Law.

Each certificate thus represents beneficial ownership in the Trust Assets held on trust by the issuer, and will rank pari passu with other certificates. Certificate holders have no recourse for the payment of any outstanding amount in respect of the Certificates against the issuer or the Obligor, provided each fulfils all of its obligations under the relevant transaction documents.

Either at the pre-determined Dissolution Date of the Trust, or under an early Dissolution Event (such as standard Events of Default, but also a Change of Control defined as the government reducing its stake to below 50%), the issuer has the right to require the Obligor (DP World) to purchase the Issuer's beneficial interest in the Mudaraba Assets, and all rights, benefits and entitlements under these Assets at the Relevant Exercise Price, which is fixed at the level of the proceeds from the Certificates. This effectively unwinds the Trust and places the obligation to repay the certificate holders firmly in the court of DP World, thus enforcing the senior unsecured nature of the transaction.

All legal documents, including the Purchase Undertaking and Declaration of Trust, are governed by English Law. Both the EMTN Programme and the Sukuk contain a Change of Control Clause which allows for early redemption in the event that the government reduces its stake in DP World from currently 100% to below 50%.

DP World, headquartered in the Dubai International Financial Centre (DIFC) / United Arab Emirates (UAE), ranks amongst the world's four largest container terminal operators by capacity and throughput, which in 2006, was 48.6 million twenty-foot equivalent units (TEU) and 36.8 million TEU, respectively (excluding POPNA, Shekou and Colombo which were divested in early 2007). The company is one of the most geographically diversified companies, operating a current total of 42 terminals in 22 countries.

DP World Sukuk Limited, headquartered in the Cayman Island, is a Special Purpose Company set up for the sole purpose of issuing al-Mudaraba Sukuk under the above structure.

Philipp L. Lotter
VP - Senior Credit Officer
Corporate Finance

London
Stuart Lawton
Managing Director
Corporate Finance
Moody's Investors Service Ltd.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

No Related Data.
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