The Republic of Senegal CFA 100 Billion Sovereign Sukuk · The Republic of Senegal CFA 100 Billion...
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Transcript of The Republic of Senegal CFA 100 Billion Sovereign Sukuk · The Republic of Senegal CFA 100 Billion...
Proprietary & Confidential0
The Republic of Senegal
CFA 100 Billion Sovereign Sukuk
Presentation to Investors
Disclaimer
THIS PRESENTATION IS NOT AN OFFER OR SOLICITATION O F AN OFFER TO BUY OR SELL SECURITIES. IT IS SOLELY FOR USE AT AN INVESTOR PRESENTATION AND IS PROVIDED AS INFORMATION ONLY. THIS PRESENTATION DOE S NOT CONTAIN ALL OF THE INFORMATION THAT IS MATERI AL TO AN INVESTOR. BY ATTENDING THE PRESENTATION OR BY READING THE PRESENTATION SLIDES YOU ACKNOWLEDGE AND AGREE TO THE FOLLOWING:
This presentation and its contents are confidential and proprietary to the Republic of Senegal and no part of it or its subject matter may be reproduced, redistributed, passed on, or the contents otherwise divulged, directly or indirectly, to any other person (excluding the relevant person’s professional advisers) or published in whole or in part for any purpose without the prior consent of the Republic of Senegal, or its agents or representatives. If this presentation has been received in error then it must be returned immediately.
This presentation has been prepared by the Republic of Senegal, is only for discussion purposes, may be amended and supplemented and may not be relied upon for the purposes of entering into any transaction. The information contained in this presentation has not been independently verified by any agent or representative of the Republic of Senegal and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein. Neither the Republic of Senegal nor any of its agents or representatives is under any obligation to update or keep current the information contained in this document or in the presentation to which it relates and any opinions expressed in them is subject to change without notice. None of the Republic of Senegal or any of its respective affiliates, advisers or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss whatsoever arising from any use of this document or its contents, or otherwise arising in connection with this presentation.
This document is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. This presentation is only directed at relevant persons and any investment or investment activity to which the presentation relates is only available to relevant persons or will be engaged in only with relevant persons.. Nor should the recipient use the information in this presentation in any way which would constitute market abuse.
No action has been taken or will be taken that would permit a public offering of any securities in any jurisdiction in which action for that purpose is required. No offers, sales, resales or delivery of any securities or distribution of any offering material relating to any such securities may be made in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws and regulations.
Before purchasing any securities, you should consider the suitability of the transaction to your particular circumstances and independently review (with your professional advisers as necessary) the specific financial risks as well as the legal, regulatory, credit, tax, accounting and other consequences.
Certain analysis is presented herein and is intended solely for purposes of indicating a range of outcomes that may result from changes in market parameters. It is not intended to suggest that any outcome is more likely than another, and it does not include all possible outcomes or the range of possible outcomes, one of which may be that the investment value declines to zero. This presentation includes statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “anticipates”, “believes”, “estimates”, “expects”, “aims”, “continues”, “intends”, “may”, “plans”, “considers”, “projects”, “should” or “will”, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places and include, but are not limited to, statements regarding the Republic of Senegal’s intentions, beliefs or current expectations concerning the Senegalese economy. By their nature, forward-looking statements involve risk and uncertainty, because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance, and the actual results, performance, achievements or industry results of the Republic of Senegal’s economy may, and often do, differ materially from those described in, or suggested by, the forward-looking statements contained in this presentation.
Contents
I. Profile of the Obligor
II. Overview of the Transaction
III. Why Invest in Senegal Sovereign Sukuk?
Key Country Data
Overview of Senegal
Area• 196,722 square kilometers
• (75,955 squares miles)
Population • 12.87 million (2013e)
Capital City • Dakar
Population Growth Rate • 2.5% (2013e)
Currency• CFA Franc (XOF) pegged to EUR at
655.96
• USD / XOF = 494.1 (2013 avg)
Nominal GDP • 2012e: XOF 6,867.9bn ($13.9bn)
Real GDP Growth • 2012e: 3.5 %
GNI per Capita • $1,050 (2012)
Urbanisation • 45% of population (2013)
Sovereign Credit Rating • B+/B (S&P), B1 (Moody’s)
Senegal
Foundation of Development Sustainability
Political Stability
A Country with well elected
leaders and a unique, peaceful
and stable Democracy
Reinforcement of Roads, Ports, Airports
and Railway InfrastructureEnergy Production growth
Improving the Investment Climate
A Public, Private Dialogue to build
an efficient business environment
and to help removing investment
constraints …
… By setting a panel of discussion
between private sector and highest
authorities to address Investors’ needs
A Dynamic Economy & A Competitive Country
� Senegal within WAEMU in 2012 :
� 2nd GDP
� 4th growth rate
� Lowest inflation rate
� 3rd FDI recipient
*Member of two (2) economic unions (WAEMU, ECOWAS)
� In 2012:
� GDP: US$ 13.9 billion
� GDP per Capita: US$ 1,050
� Growth Rate: 3.5 %
� Global Investment Rate: 27.8 %
� Inflation Rate: 1.4 %
� Senegal is a member of the West Africa Economic and Monetary Union (WAEMU)
� The WAEMU has a common central bank, The Central Bank of West African States (BCEAO), and currency, the CFA Franc (XOF)
� The BCEAO pools 50% of its FX reserves in an interest-bearing account at the French treasury and imposes a limit on credit facilities to member states which supports greater transparency and conservative monetary policy
� France guarantees the convertibility of the CFA Franc into Euro at a fixed exchange rate and provides a hard-currency overdraft facility for the central bank
� This makes a Balance of Payments crisis less likely reduces a key risk of investing in emerging market countries
� In addition, the rules-based approach of the BCEAO to monetary policy and its relationship with France facilitates a high degree of central bank independence and low inflation
The BCEAO’s rules and targets-based approach to mon etary policy has helped maintain macroeconomic stability and low inflation levels in Senegal
Economic Stability Through WAEMU Membership
8Source: WAEMU S&P ratings report, Fitch ratings report
Senegal’s New Accelerated Growth Strategy
Investment Promotion and Business Climate Improvement
• Agriculture
• Fishery
• Tourism
• Textiles
• Telecom & IT
• Mining and Energy
• Create World-Class Business Environment
• Promote Domestic and Foreign Investments
• Improve and expand infrastructure
Key areas of future growth:
� Senegal has formulated an recent Accelerated Growth Strategy : “Plan Senegal Emergent” (PSE)
� The PSE will enable the country to achieve emerging economy status by 2035
9Source: APIX, IMF
� By 2017 :
� Average annual growth rate (GDP) : 6.7%
� Private Investment Rate: 23%
� Job creation: 350,000 new jobs
� Agricultural GDP growth rate: 6%
� Energy: 1,095 MW installed
� By 2035 :
� Inclusive development for each region
The PSE will allow to reach goals such as…
Structure of the Transaction
Counterparty(Rep. of Sénégal)
Managementcompany (BOAD)
Depository(Islamic Bank of Senegal)
ReceivablesManager
Rating Agency
(NA)
Investors
Arrangers(ICD/Citi)
Fund(FCTC)
4.Sukuk Product
3. Sukuk Product
1. Acquisition of usufruct of identified
asset ( by emphyteuticlease )*
2.Sukuk Issuance
6. Rentals payment
Regulators (CREMPF/BCEAO)
5. Lease of the identified asset
7 .Rent dispatching between investors
6. Rentals
� The structure reconciles the WAEMU regulatory framework with the Sharia requirements.
� This structure was approved by the regulators and by the Islamic Finance specialists.
� The FCTC will issue asset leasing certificates “Sukuk” to investors in return for cash proceeds
� The FCTC uses the proceeds from the issuance to purchase the Usefruct of the Real Estate Assets (the Sukuk Assets) and to lease it to the Republic of Senegal
� The Republic of Senegal as Lessee will pay rent to the Issuer on Real Estate Assets. The Issuer uses these proceeds to make payments of the Periodic Distributions to the Sukuk holders
� Upon redemption or the occurrence of a dissolution event, the Republic of Senegal buys back the Sukuk Assets from the Issuer as set out in the Purchase Undertaking
Information on the Sukuk Assets
01 The building called "BUILDING
ADMINISTRATIF“ is the headquarter of
the Government of Senegal and is
located on the Avenue President
Leopold Sedar Senghor consisting of
land having a total capacity of 10,181
square meters and a construction of
11 floors;
02 The building called "Peytavin" housing
the Ministry of Economy and Finance
located at Place George Washington,
Boulevard de la République angle rue
de Carde consisting of land having a
total capacity of 3265 square meters
and three (3) block constructions
having respectively 6 floors, 11 floors
and 5 floors;
03 The building called "Direction du
Trésor" located on the Avenue George
Pompidou Rue Docteur THEZE
consisting of land having a total
capacity of 1608 square meters and
constructions, having 5 floors, a
basement and a patio
The Sukuk Assets consist of the Usufruct of three (3) building complexes:
1. The “BUILDING ADMINISTRATIF "
2. The ”Building Peytavin"
3. The building called "Direction du Trésor”
An evaluation of the value of these properties have been performed by a licensed real estate expert and the Auditor of the FCTC.
The Auditor has concluded that the value of the Sukuk Assets is at least the value of the Parts.
Overview of the Transaction Terms
The key transaction terms are summarized as follows:
Obligor Republic of Senegal
Issuer FCTC Sukuk Etat du Senegal 6.25% 2014-2018 « FC TC»
Rating of the Obligor B+/B (S&P), B1 (Moody’s)
Profit Rate 6.25% p.a.
Ranking Ranking pari passu with any other sovereign debt obligations
Currency CFA
Maturity 4 years
Distribution Public offering
Governing Law Senegalese law
Repo-admission The Sukuk are repo-eligible at the Central Bank
Joint Lead Managers ICD & Citi
Receivable Manager Islamic Bank of Senegal
Bookrunners CSWA, Impaxis & CGF Bourse
Manager of the FCTC BOAD Titrisation
Auditor of the FCTC Mazars
How to subscribe?
� The FCTC will issue 10 million “Parts”
� The characteristics of the Parts are:
– Aggregate Sukuk Amount: [100 000 000 000] CFA– Par value per Part: [10,000] CFA– Nature: Registered Parts and Sharia compliant– Issue Price: [10,000] CFA
� The subscription period is from June 18, 2014 to Ju ly 18, 2014
� Subscription can be done directly from the management company or through the bookrunners
� In the event that the transaction amount exceeds th e maximum amount of the issue, the allocation shall be made pro rata on the basis of an allocation rate.
17
� Stable economic structure:
– Resilient: Positive growth even through the financial crisis
– Broadly Diversified: Increasingly driven by growing domestic consumption (low volatility)
� Low risk of debt distress according to the IMF/IDA debt sustainability analysis of November 2013
� Currency convertibility into Euro guaranteed at a fixed rate by France, making a Balance of Payments crisis less likely than in other emerging market countries
� Well-planned public investment program to unlock higher growth potential
� Firm relationships with the international community and reform program to encourage investments
� Effective electoral democracy with a record of peaceful presidential transitions since 1963
Why Invest in Senegal Sovereign SUKUKs?
This is a landmark opportunity as the first of its nature in the WAEMU zone
Why SUKUKs are Important for the Government of Senegal
� ALTERNATIVE ECONOMIC FINANCING TOOL . The government of Senegal is committed to make Islamic finance an alternative tool for financing economic development. The Sukuks will be increasingly a substitute to the Tbills issued by the Treasury to finance the budget and some development project
� DIVERSIFICATION OF LONG TERM FUNDING SOURCES: The Islamic financing institutions (“IFI”) have limited source of funding when compared to conventional Banks. To eliminate this obstacle which also provoques a disadvantage for IFIs in the market, issuance of Sukuks would increase the long-term borrowing capabilities of the IFIs. This may also help the IFIs to better manage the liabilities.
� SOVEREIGN SUKUK AS A REMEDY FOR SHORT-TERM LIQUIDIT Y MANAGEMENT: The Sukuk would serve as an instrument for short term borrowings of IFIs from the Central Bank. This instrument will support the IFIs in the WARMU zone to widen their investment portfolios and to facilitate them a more efficient and effective liquidity management.
� ALTERNATIVE SOURCE FOR THE EXPANDING PRIVATE INVES TMENTS: There is a considerable demand but limited offering for sharia-compliant investment in Senegal. As a result, issuance of Sukuk in CFA will fill this gap in the sector.
19
Key Investment Drivers
Political stability and commitment to reforms
Healthy public finances with sustainable public debt levels
Firm external relationships and international support
Accelerated growth strategy supported by fiscal discipline and strategic infrastructure development programme
Improving business environment with a track record of PPPs and FDI