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ON
MUDARABA PERPETUAL BOND (MPB)
ISLAMI BANK BANGLADESH LIMITED
REPORT: RR/82/06
Analysts: This is a credit rating report as per the provisions of the Credit Rating Companies Rules 1996. CRISL’s long-
term rating is valid for only one year. After the above period this rating will not carry any validity unless the
Md. Nazrul Husain bank goes for rating surveillance on voluntary basis. Since IBBL has not entered into any surveillance
Md. Lutful Kabir agreement with us for this issue rating, which is not mandatory as per rules, the ratings will carry the validity
CRISL, Bangladesh for only one year
Ms.Sabeen Salem
JCR-VIS, Pakistan Rating Type Rating Symbol
Ayub Meor, RAM, Malaysia ISSUE RATING:
A+ (Indicative)
(IBBL Tk 3000 Million Mudaraba Perpetual Bond)
th
Date of Rating: The 20 August, 2006
MPB RATING: A+
(Indicative)
ISSUER RATING HISTORY
Date of Rating Long Term Short Term
Date of Rating: August 16, 2005 AA- ST-1
August 20, 2006 July 20, 2004 A+ ST-2
April 16, 2003 A+ ST-2
1. RATIONALE
MUDARABA PERPITUAL
BOND (MPB) of IBBL CRISL assigns A+ rating to IBBL Tk. 3000 Million Modaraba Perpetual Bond (MPB). The above rating
has been done on the basis of the strong fundamentals of the Islami Bank Bangladesh Limited
(IBBL) such as stable profitability, dividend payment history, maintenance of growth rate, the
projected profitability, Bond Structure including profit distribution system and overall prudent
Issuer Incorporated: investment policy of the bank. However the factors are moderated to some extent by the fact that
March 13, 1983 unlike normal bonds the MPBs will not carry any guaranteed profit as the Bonds are on Modaraba
principles where the participants also share the risk of profitability. The security of the MPBs will be
limited to only the asset pool being created out of the funds without any additional credit
enhancement by the IBBL. The securities rated under this category are adjudged to be of good
investment quality and offer adequate safety for timely repayment of financial obligations.
Board Chairman: Protection factors are considered variable and more susceptible to changes in the circumstances
Mr.Kazi Harun-ar-Rashed than the securities in higher rated categories. CRISL's indicative rating means that the rating is
based on certain specific assumptions on fulfillment of which, final rating will be issued. The
assumptions are finalization and signing of Trust Deed with ICB, approval of SEC for public
Executive President: floatation and listing with the Stock Exchanges.
Mr. Abdur Raquib
2. FEATURES OF MPB
Trustee: Islami Bank Bangladesh Ltd. is going to raise fund of TK. 3000 million by issuing Mudaraba
Investment Corporation of Perpetual Bond (MPB) under the Mudaraba Principles of Islamic Shari‘ah. The Bond will be of
Bangladesh (ICB)
perpetual nature and will not be redeemed at any point of time. However, the MPB will be listed
with Stock Exchanges and traded in the Stock Market. The investors will get the share of profit
derived from overall investment activities of the Bank at certain ratio, presently not less than 65%
Issue Manager: of Investment Income earned through deployment of Mudaraba Fund after due consideration to the
ICB Capital Management
Limited.
management and operational expenses. In addition to the profit, the Bondholders will also be
entitled to get additional profit equivalent to 10% of the rate of dividend declared to the
shareholders in the respective years. The above bonds are subordinated to the depositors but
remain high compared to the shareholders in respect of repayment of dividend and principle.
3. PURPOSE OF MPB
MPB floated to overcome
Capital Adequacy by As per the existing requirement of Bangladesh Bank, all commercial banks are required to maintain
IBBL capital adequacy @ 9% of the risk weighted assets of the bank (previously 8%). While calculating
risk weight all private sector financing are required to face 100% risk weight as per BB rules. With
the government policy of encouraging the private sector to be the engine of economic growth, the
private sector need for finance has increased significantly from the banking sector during the last
two decades. The IBBL being the largest private sector commercial bank has been providing both
long term and short-term funds to the private sector. The bank is required to keep capital @ 9% for
private sector financing. Therefore, the IBBL had to always keep in mind the maintenance of
capital adequacy requirement of BB and had to go for right offers and bonus shares for several
Page 1 of 8 times to raise paid up capital. With the above right offers and bonus shares the paid up capital of
the bank has gone upto Tk. 2764.80 Million in order to maintain the capital adequacy ratio.
CREDIT RATING REPORT
ON
MUDARABA PERPETUAL BOND (MPB)
ISLAMI BANK BANGLADESH LIMITED
As on 31st December 2005, the banks Tier –1 Capital stood at 7.13% and Tier –II capital stood at
2.31%. Since the raising of Tier –1 Capital has impact on share value dilution and dividend paying
MPB is treated as Tier-II capacity of the bank, the IBBL has been looking for alternate sources of Tier-II capital as a
capital subordinated investment instrument and identified the issuance of Mudaraba Perpetual Bond to
resolve the issue of capital adequacy.
The issuance of MPB as Supplementary Capital (Tier-2 Capital) for Taka 3,000 million has been
approved by the Bangladesh Bank under certain terms and conditions which inter alia include:
; The MPB will be considered for Tier-2 capital up to the maximum of 30% of the Tier –1
Capital
; All MPBs are to be fully paid up
MPB must carry at least
; The MPBs must carry minimum credit rating of A
A rating ; The MPBs are to be listed with the Bourses of the country for trading
; The Bond holders will not be entitled to any loan facility against the bonds
; Prior approval for issuing Bonds must be taken from the Securities and Exchange
Commission
; The value of the MPB should be fully paid up; the tax on the profit of the Bond should
be determined in accordance with the principles of NBR etc.
Islami Bank Bangladesh Limited hereinafter called IBBL is the Issuer of the Mudaraba Perpetual
Bond. The IBBL was established on March 13, 1983 as a public limited company under Companies
Act, 1913 as amended in 1994. The bank started commercial operation on March 30, 1983 under
the ambit of Banking Company Ordinance 1962 later on the Banking Companies Act, 1991 as the
first interest free Shari‘ah based commercial bank with a mission to establish Islamic Banking
through the introduction of a welfare oriented banking system. The bank is enlisted with Dhaka
Stock Exchange and Chittagong Stock Exchange. IBBL has been declared as one of the 20 Blue
Chip companies by DSE and as one of the 30 best companies by CSE. The bank provides a wide
range of Islamic banking services. The major portion of investment portfolio of IBBL is towards
corporate while the rest is towards SME, Specialized Schemes and retail investments. The bank
carries out its business activities through 169 branches with the total staff strength of 6,539 as on
April 30, 2006.
The IBBL is holding a diverse shareholding pattern with foreign and domestic sponsor shareholders.
The foreign investors hold 57.88% of total shares while the local investors hold the rest 42.12%.
The bank holds the highest market share of deposits and investments among Private Commercial
Banks (PCBs). It holds 6.03% of the share of market deposits and 7.10 % of the market
investments as on 31st December 2005. The growth rate of IBBL is higher than the overall market
growth.
The Board of IBBL consists of 13 Directors. The Board conducted 19 meetings during the year
2005. The areas of Board's concentration are reviewing the ongoing activities and business
strategies and giving general guidelines to the management. In order to perform the business more
effectively, the Board has formed Executive Committee (EC) and Audit Committee. The Board
approves all the decisions taken in the Executive Committee and Audit Committee, appraises the
operational results, provides overall guidance to the management and decides about the
remuneration of the Executive President.
IBBL is a first-generation private sector bank in the country and is one of the best performing
banks of the nation. The management has been taking utmost care of maintaining capital adequacy
and liquidity management as per the requirement of Bangladesh Bank and maintain excellent
growth with strategic plan to expand branch network, deposit and investment, develop new
products and saving schemes. The bank has been operating profitably since the beginning of its
journey keeping the internal capital generation high, following very cautious lending policy to keep
the quality of asset strong.
6. MPB STRUCTURE
Globally Bond is a debt instrument carrying certain declared percentage of interest. Considering
No fixed profit on MPB advantage of bond being an instrument offering stable income source for the bondholders, many
countries such as India, Malaysia, Pakistan have restructured bonds to bring under the Islamic
principles of Sharia wherein the bonds will not offer interest at fixed rate which is Prohibited under
shari‘ah principles rather making the return as a part of profit distribution to the bond holders, a
partner to share profit or loss on the basis of Islamic shari‘ah but however, keeping the features of
the bond as stable source of income. Taking the above into consideration, the IBBL has decided to
go for Mudaraba Perpetual Bond to meet the capital adequacy need. At the first instance, the
management of IBBL received the consent of the Shari‘ah Council of the bank for issuing MPB
explaining the features of MPB and its modus operandi of determining profitability. The Shari‘ah
Council approved the above MPB subject to the condition that the bondholders should be informed
about the proportion of profit distribution with weightage before issuing MPB. The IBBL will invest
Page 3 of 8 the fund received from issuance of Bond as general investment of the Bank and it will be treated as
a component of total Mudaraba Fund. MPB holders will share the income derived from total
CREDIT RATING REPORT
ON
MUDARABA PERPETUAL BOND (MPB)
ISLAMI BANK BANGLADESH LIMITED
MPB fund will be investment activities i.e. income from the use of funds along with other Mudaraba depositors. The
invested along with MPB holders will get minimum 65% of the Investment income generated from the deployment of
depositors’ fund total Mudaraba fund with 1.25 weightage. The gross income generated from the investment will be
distributed to the Bondholders as under: -
The MPB will not carry any fixed profit percentage; rather the profit percentage will vary from time
to time depending on the overall profitability of the asset pool of the bank. That means the
investors of the MPB are exposed to certain amount of business risk which is an essential
requirement income of the MPB holders being shari‘ah compliant.
8. PLACEMENT STRATEGY
IBBL has been planning to raise half of the above fund through Pre-IPO placement to commercial
banks, investment banks, financial institutions, insurance companies and individuals and the
remaining 50% through IPO as per IPO Rules to the general investors. The MPB will be issued at
par and the securities will be listed with both the Bourses of the country in order to facilitate
transfer. The face value of the Bond will be TK. 1000 (Taka one thousand) each and minimum
subscription will be Taka 5,000 or multiple of TK.5000 based on the requirement of the Bangladesh
Bank and prior consent of the SEC will be needed after fulfilling all the conditions. The ICB Capital
Management Limited, a subsidiary Company of ICB has been appointed as manager to the issue.
MPB will be a Unlike the interest based traditional Bond; MPB will be a subordinated instrument. As a Mudaraba
subordinated instrument instrument it will get priority over the shareholders in respect of getting profit and also refund of
principal in case of liquidation of the bank. The Bondholders will however, stand subordinated to the
Depositors in respect of the payment of both profit and refund of principal. The MPB will be listed
with both the Bourses of the country and will remain freely transferable depending on the market
demand. The Bondholders will not be entitled to enjoy any rights and privilege as enjoyed by the
shareholders except statutory requirements.
10. TRUSTEE
The MPB fund shall The Investment Corporation of Bangladesh will be the Trustee of the MPB. ICB was the trustee of
create floating charge on the debentures floated in the market. The ICB is the government owned organization working in the
present and future
assets to the extent of
capital market for long but however not rated by any rating agency. The Trust Deed sets out the
Tk. 3000 million rights of the Bondholders and the responsibilities of the trustee. The Trust Deed is in the process of
execution. The main features of the Trust Deed are as under: -
The proceeds of the proposed MPB shall be utilized for normal business operations.
The Trustee will be entrusted with the critical responsibility of monitoring and ensuring
that the interest and rights of the Bondholders are fully protected.
Page 4 of 8 The money collected from Bond issue shall be a floating charge on present and future
assets of the company to the extent of TK.3000 million.
CREDIT RATING REPORT
ON
MUDARABA PERPETUAL BOND (MPB)
ISLAMI BANK BANGLADESH LIMITED
Trustee is responsible to The Trustee shall not in any manner interfere with the management or affairs of the
safeguard the interest of IBBL except to the extent they may consider necessary for the preservation of the
the Bondholders charged assets or any part thereof.
At the time before the security hereby constituted becomes enforceable, the Trustee
may upon the application in writing by the company and at the expenses of company
but only if in the opinion of the trustee the profit of the Bond Holders shall not be
prejudiced, may do or concur doing all or any of the facts in regard to the charged
assets.
IBBL shall pay remuneration worth of Tk 1.5 Million per year to the Trustee;
IBBL shall install and maintain a proper Accounting system and submit the Audited
Accounts to the Trustee not later than six months after the end of the financial year;
The Trustee shall take necessary action if the Trust Fund is not operated as per Laws or
Rules and Regulations and also inform the same to the Commission;
IBBL shall inform the Trustee without any delay if any unforeseen event may
substantially influence the business and financial position of the company;
Anytime before the security hereby constituted becomes enforceable and if in the
opinion of the Trustee, the interest of the Bondholders shall not be prejudiced, and may
sell, call in, collect or convert or concur in selling, calling in, collecting or converting all
or any of the charged assets on such terms as may seem expedient with full power to
make any such sale for fulfilling any obligations due to the Bondholder(s).
IBBL has been operating profitably from its inception. The Bank will invest the fund collected
through the sale of MPB under Modaraba principle which is based on profit or loss sharing with the
depositors. In order to have an assessment of future profitability of the MPBs, CRISL has reviewed
the profitability of various existing products of IBBL and the overall profitability of IBBL for the last
five years as follows:
It appears from the above comparison that the yield per MPB (12.71% in five years average) is
quite higher than the yield per share of IBBL (5.38% in five years average). The above suggests
that the MPBs are more return bearing than the IBBL shares.
receiving, processing and sanctioning of investment proposals. Although the liquidity position of the
bank at present is tight the bank is appeared to be aggressive in sanctioning loans compared to
deposits, which is not in line with Bangladesh bank guidelines.
Operational risk may arise from error and fraud due to lack of internal control and compliance. For
ensuring the effective Internal Control and Compliance its organizational structure, reporting line
and management systems are not in line with guidelines of BB. However, management of the bank
controls operational procedure through Internal Control and Compliance Division. The MIS, an
essential management tool to control operational risk is still at infant stage and not in line with the
banks development in other operational areas.
IBBL’s Foreign Exchange Risk Management is conducted through ‘Foreign Exchange Treasury
Manual’, which needs to be improved. IBBL has developed different strategies of handling foreign
currency risk and sets different limits.
13. LIQUIDITY
The IBBL has the track record of having surplus liquidity all times in view of non- availability of
Islami shari‘ah based products in the market. In addition it has the hinterland of small savings
resulting in continuous flow of fund as deposits. The IBBL, with its current level of cost of funds, will
enjoy a better financial flexibility at the time of increasing lending rate scenario comparing to other
players in industry where some bears around 11% cost of fund.
IBBL has been maintaining capital adequacy ratio as set by Bangladesh Bank. But due to gradual
Capital Adequacy, 9.44%
increase of risk-weighted assets through private sector financing, the capital coverage of the bank
has been decreasing despite issuing right shares and bonus shares in the past few years several
times. The present capital adequacy ratio is marginally above 9%. As part of its process, the bank
Issuance of MPB will
is going to raise fund worth TK. 3,000 million through issuing MPB which will be treated as
increase the CAR upto supplementary capital up to 30% of the core capital (Tier – I). Therefore, after issuing the MPB the
11.19% present capital adequacy will increase to 11.19% from 9.44% as based on the financials as on
December 2005. Subsequently this MPB fund will be adjusted with supplementary capital as
according to its core capital in future.
Strength Weakness
Issuer is AA- rated bank having strong No fixed percentage of profit
fundamentals Holders are also exposed to
Profitability of Bond is higher than the equity business risk
Securities No Credit Enhancement
Un-restricted Transferability No separate asset pool for MPB
Shariah Compliant
Projected to yield stable income
Beneficial for the Issuer to have comfortable
Tier-II Capital
Opportunities Threats
Page 6 of 8 Strong growth potential Volatile money/ capital market
Scope for furtherance of fund Unstable macro economic situation
CREDIT RATING REPORT
ON
MUDARABA PERPETUAL BOND (MPB)
ISLAMI BANK BANGLADESH LIMITED
16. CONCLUSION
The MPB being floated by IBBL has the potential of capturing the attention of the Islamic
community. At present due to non-availability of shari’ah based securities, the financial institutions
operating on shari‘ah principles, having surplus fund are facing liquidity surplus which will be
resolved to some extent with the floatation of the above Bonds. In addition to the above, a large
number of Bangladeshis working in Middle East Muslim countries may find the MBPs as a saving
instrument to keep their hard earned fund in Shari‘ah based securities.
Islami Bank Bangladesh limited is the first generation private sector established bank and leader in
Islami shari‘ah based banking. The issuance of MPB is also a pioneering step. The IBBL has the
track record of earning stable profit and paying regular dividend. The bank has significant foreign
shareholders who look after the management of the Bank too. Under the above backdrop CRISL
believes that the fund flow being raised out of MPB will be invested with same prudence and will
carry the same rate of profit like other investments and ultimately the IBBL will be able to meet its
commitments.
Information used herein is obtained from sources believed to be accurate and reliable. However, CRISL does
not guarantee the accuracy, adequacy or completeness of any information and is not responsible for any
errors or omissions or for the results obtained from the use of such information. Rating is an opinion on credit
quality only and is not a recommendation to buy or sell any securities. All rights of this report are reserved by
CRISL. Contents may be used by news media and researchers with due acknowledgement
Page 7 of 8
CREDIT RATING REPORT
ON
MUDARABA PERPETUAL BOND (MPB)
ISLAMI BANK BANGLADESH LIMITED
RATING DEFINITION
AAA Investment Grade
Triple A Securities rated in this category are adjudged to be of highest credit quality. This level of
(Highest rating indicates highest level of safety for timely payment of interest and principal. Risk
Safety) factors are negligible and nearest to risk free government securities.
AA+, AA, AA- Securities rated in this category are adjudged to be of high credit quality and offer higher
(Double A) safety. This level of rating indicates a security with sound credit profile and without
(High Safety) significant problems. Protection factors are strong. Risk is modest but may vary slightly
from time to time because of economic conditions.
A+, A, A-
Securities rated in this category are adjudged to be of good credit quality and offer
Single A
adequate safety for timely repayment of financial obligations. Protection factors are
(Adequate
considered variable and more susceptible to changes in circumstances than securities in
Safety)
higher-rated categories.
BBB+, BBB,
Securities rated in this category are adjudged to offer moderate safety for timely
BBB-
repayment of financial obligations. This level of rating indicates deficiencies in certain
Triple B
protective elements but still considered sufficient for prudent investment. Risk factors are
(Moderate
more variable in periods of economic stress than those rated in the higher categories.
Safety)
Speculative Grade
BB+, BB, BB-
Securities rated in this category are considered to be of speculative grade but deemed
Double B
likely to meet obligations when due. Present or prospective financial protection factors
(Inadequate
fluctuate according to industry conditions or company fortunes. Overall quality may move
Safety)
up or down frequently within this category.
Securities rated in this category are considered to be of highly speculative grade. This level
B+, B, B- of rating indicates high risk associated with timely repayment of interest and principal.
Single B Financial protection factors will fluctuate widely according to economic cycles, industry
(High Risk) conditions and/or company fortunes. Potential exists for frequent changes in the rating
within this category or into a higher or lower rating grade.
C Securities rated in this category are considered to be very speculative with high risk of
(Very High default. Protection factors are scarce. Timely repayment of interest and principal possible
Risk) only if favorable circumstances continues.
Default Grade
D
(Default) Defaulted debt obligations. Issuer failed to meet scheduled principal and/or interest
payments.
Page 8 of 8