Suhool Sukuk

About

Suhool Sukuk Alwakala is a 3-year close-ended Sukuk that offers an expected ROI of 12-15% p.a. and operates within Shariah principles.

Diversified physical trading of food commodities to generate profits for our Sukuk holders.

Trading

Some of the main risk factors are summarised below:

Market risk

Market movement may result in fluctuation in the prices of the underlying assets. Such market risks, inherent in the food trading business, are borne by the investor and may cause the value of the investments in the Sukuk to fall as well as rise. The Sukuk focuses on investing in food commodities, such as pulses and oil seeds, in the MENA market, a market which may be deemed immature and emerging and thus could display higher volatility characteristics than the wider international markets. Additionally, it may display reduced liquidity characteristics and disclosure requirements. The investments focus on Sukuks with appropriate characteristics that offer the potential for high total risk adjusted returns. The Sukuk cannot guarantee that these goals will be achieved and sukuk holders may receive back an amount which is less than that originally invested. Past performance is no guarantee of future returns. The movement of assets can be influenced by many factors including, but not limited to, credit risk, market sentiment, exchange rates and the general economic and political environment.

Credit risk and risk of default

Credit risk is inherent in the underlying assets and is assumed with the purchase of commodities in the Sukuk. The risk of failure of payment of the interim cash flow or the redemption amount is directly passed on to the investor. The value of the assets of the Sukuk may be affected by credit migration, failure to meet periodic payments, failure to repay capital or other issues related to investments in emerging markets. Losses may equal the amount invested.

Halal Requirements

The Sukuk will operate within the requirements of Islamic Shariah which may limit certain investment opportunities. The restricted investment universe may result in lower returns. To the extent excess cash is invested in such a manner, the returns generated may not be as high as the returns generated from conventional cash management methods. Furthermore, there may be periods when excess cash is held in non-interest bearing accounts, as per Islamic guidelines.

Lack of Operating History

The Sukuk has been recently constituted and therefore does not possess an operating history upon which prospective investors can evaluate its performance. Whilst the Trading Agent has an established track record of carrying out investments, the Sukuk's lack of historical operations may not provide a sufficient basis for investors to assess future performance.

Liquidity Risk

An investment in the Sukuk is suitable only for certain investors who do not require liquidity over the tenure of the Sukuk. The tenure of the Sukuk will be three years from the date of closure of the Offer Period or such other time as may be determined by the directors of the Sukuk. Any forced realisation may result in a fall in the share price of the Sukuk.

Currency Risk

Sukuk may be denominated in a currency other than USD. Whilst currency speculation is not a focus of the Sukuk, at times, the Sukuk may hold investments denominated in other currencies. As Islam prohibits hedging, the movement of general foreign exchange rates could have an adverse effect on overall Sukuk performance.

Adjustment of Total Issuance Size

The Originator reserves the right, in its absolute discretion, to adjust the total issuance size of the Suhool Sukuk either upwards or downwards from the initial target of USD 20,000,000 (“Target Capital”). Such adjustments may be based on the subscription demand, market conditions or strategic considerations.

Increase in Total Issuance Size: The Originator may elect to increase the Target Capital. Any decision to increase the issuance size shall be communicated to all potential investors before the closure of the Subscription Period. All terms pertaining to the Sukuk shall apply to the additional capital raised in the same manner as the initial Target Capital.

Decrease in Total Issuance Size: If the Originator decides to reduce the Target Capital. In the event of a decrease in the total issuance size, all potential investors will be informed promptly, and the issuer will adjust the allocation of the Sukuk accordingly.

Taxation Considerations

Tax Responsibilities: Investors are hereby notified that the income generated from the Sukuk may be subject to taxation under the laws and regulations applicable in the jurisdictions in which the Sukuk or their underlying assets are offered, sold or held. Each investor is responsible for any taxes imposed on income from the Sukuk, including but not limited to, withholding taxes, capital gains taxes, value-added taxes and any other form of tax levied by the relevant authorities.

Advice Recommended: Given the complexity and the changing nature of tax laws, all potential and current investors are strongly advised to consult with their own legal, tax and financial advisers in respect of the implications of investing in, holding and disposing of the Sukuk, as well as receiving payments of principal and profit therefrom. This consultation should occur prior to the acquisition of the Sukuk and regularly throughout the holding period.

Investor's Declaration: By purchasing the Sukuk, each investor acknowledges and agrees that they have sought such independent tax advice as is necessary to make an informed investment decision. Neither the issuer nor any of its agents shall be responsible for the individual tax implications for investors arising from the subscription, purchase, ownership or sale of the Sukuk.

Capital Risk

The Sukuk is neither capital-protected nor guaranteed. This investment should be viewed as a medium-term investment.

Regulatory Compliance and Adherence to International Standards

The Issuer hereby affirms its commitment to full compliance with all relevant regulatory requirements pertaining to private placements in the jurisdictions where the Sukuk is offered. This commitment encompasses, but is not limited to, adherence to Anti-Money Laundering (“AML”) standards, Know Your Customer (“KYC”) policies, and any other due diligence procedures mandated by local and international law.

In accordance with this pledge, the Issuer has instituted robust compliance measures designed to ensure that the offering of the Sukuk is conducted in harmony with the highest standards of legal and regulatory expectations. These measures include:

1. Comprehensive AML protocols to prevent and detect any potential misuse of financial channels for money laundering activities.

2. Stringent KYC procedures to verify and maintain records of the identity and associated risk profile of each investor.

3. Regular audits and reviews of compliance processes to ensure ongoing adherence to the evolving regulatory landscape.

Furthermore, the Issuer recognises the importance of international tax compliance and as such certifies that the Sukuk offering is conducted in alignment with the requirements of the Foreign Account Tax Compliance Act (“FATCA”) and the Common Reporting Standard (“CRS”). The Issuer will undertake all necessary efforts to verify and report investor information as required by these international standards.

Investors are hereby notified that by participating in the Sukuk, they consent to such compliance checks and agree to furnish any requisite documentation in a timely and accurate manner. The Issuer's commitment to regulatory compliance is integral to the ethos of trust and transparency that it espouses, and is reflected in the diligent application of these standards across all facets of the Sukuk offering.

It is the responsibility of each investor to consult with their legal and tax advisors to ensure their own compliance with the regulations relevant to their jurisdiction and circumstances.

IMPORTANT NOTES

The Sukuk is not a regulated financial investment and is not intended to be offered to the public. Upon investment into the Sukuk, investors undertake to be bound by the terms and conditions of the Sukuk. Investors are requested to review and understand the terms and conditions of the Sukuk and all associated investment risks before making a commitment. This Term Sheet should not be construed as investment advice, it is for information purposes only and under no circumstances should it be regarded as an offer to buy or sell a Sukuk. Except for established fraud, gross negligence or wilful misconduct, neither the Issuer nor the Trading Agent will be responsible for any loss, direct, indirect or opportunity, arising as a result of any investment decision made as a result thereof. In case of doubt, you should consult your financial advisor.

FOR RESIDENTS OF THE CAYMAN ISLANDS

No invitation to the public in the Cayman Islands to subscribe for any Sukuk is permitted to be made.

FOR RESIDENTS OF THE STATE OF QATAR

Any Certificates to be issued will not be offered or sold at any time, directly or indirectly, in the State of Qatar in a manner that would constitute a public offering. The Certificates and interests therein will not be offered to investors domiciled or resident in the State of Qatar and do not constitute debt financing in the State of Qatar under the Commercial Companies Law No. (11) of 2015 or otherwise under the laws of the State of Qatar.

FOR RESIDENTS OF THE ABU DHABI GLOBAL MARKET (ADGM)

The Registration Authority makes no representations as to accuracy, completeness, correctness, or suitability of the Sukuk. Information in this Term Sheet is not to be deemed, considered, or relied upon as financial advice and should not be treated as a substitute for a specific advice concerning investment in the Sukuk. Any action taken upon the information provided in this Term Sheet is strictly at your own risk and ADGM RA will not be liable for any losses and damages in connection with the use of or reliance on information provided in this Term Sheet.

No offer or promotion of the Sukuk has been or will be made in or from the ADGM except by an “Authorised Firm” on a private placement basis in accordance with the laws and regulations of the ADGM.

FOR RESIDENTS OF THE DUBAI INTERNATIONAL FINANCIAL CENTRE (DIFC)

The DFSA has no responsibility for reviewing or verifying this Term Sheet or other documents in connection with the Sukuk. Accordingly, the DFSA has not approved this Term Sheet or any other associated documents nor taken any steps to verify the information set out in this Term Sheet, and has no responsibility for it.

The Sukuk to which this Term Sheet relates may be illiquid and/or subject to restrictions. Prospective investors of the Sukuk should conduct their own due diligence on the Sukuk. If you do not understand the contents of this Term Sheet, you should consult an authorised financial adviser. No offer or promotion of the Sukuk has been or will be made in or from the DIFC except by an “Authorised Firm” on a private placement basis in accordance with the laws and regulations of the DIFC.

FOR RESIDENTS OF THE UNITED ARAB EMIRATES

The UAE Securities and Commodities Authority (“SCA”) is not responsible for the accuracy, completeness or sufficiency of the information contained in this Term Sheet, and shall not be liable for any loss or damage sustained by any person as a result of reliance on this Term Sheet, or the performance of the obligations and duties of any party concerned with the Sukuk.

No marketing, distribution, advertising, or publication (or other form of promotion) in respect of the Sukuk has been or will be made in or from the United Arab Emirates, other than in compliance with the laws of the United Arab Emirates (including, without limitation, Chairman of the SCA Board of Directors Decisions Concerning the Organisation of Promotion and Introduction (“Financial Promotion Regulations”)).

The Sukuk will not be registered with SCA for promotion in the United Arab Emirates.

Contact

For more information, please contact us at:

info@suhoolsukuk.com

Address: 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands