Published on 22 Nov 2022.
AC First Genesis Berhad (the Issuer) has obtained sukukholders’ approval to extend by six months (from 20 June 2022 to 20 December 2022) the deadline to fully comply with conditions subsequent for its RM785 mil First Tranche Sukuk Ijarah issued on 27 May 2021. The remaining unfulfilled conditions subsequent under the transaction documents relate to the sukukholders’ security position in respect of the securitised property, Aman Central Mall (the Property), an eight-storey retail mall in Alor Setar, Kedah.
All the transaction’s conditions subsequent have been fulfilled since issuance except the registration of the memorandum of transfer (MOT), the discharge and creation of a charge over the Property, and the registration of a power of attorney (POA) with the land office. Delays in this regard had mainly resulted from movement restrictions in place up to October 2021. In November 2021, the Issuer submitted an appeal to the land office for the waiver/reduction of MOT registration fee and a decision is presently still pending. The current extension of time is the second obtained to date – the first ran from October 2021 to June 2022.
Senior Class A
Senior Class B
Guaranteed Class C
Subordinated Class D
While we do not expect the extension to immediately impact the ratings assigned, the imperfect security position might expose sukukholders to complications, if prolonged. This is despite the view of the legal counsels that the sukukholders’ position remains secured by the transaction/security documents and private caveat lodged on the Property. Based on our assessment, the available cash in designated accounts is adequate to meet the required fees (potentially up to RM22.5 mil) to complete the remaining conditions subsequent without posing any immediate liquidity concerns in meeting the financials obligations under the Sukuk Ijarah, given Aman Central Mall’s healthy performance. As part of the sukukholders’ approval for the extension of time, profit distribution on the Subordinated Class D Sukuk will be prohibited until all conditions subsequent have been fulfilled.
RAM views a prolonged exposure of the transaction to incomplete security position on the Property as undesirable, particularly when the Property is the sole security and source of cash flow to service the First Tranche Sukuk Ijarah. RAM will monitor the progress and may reassess the ratings if further extension is required without firm plans or meaningful progress in fulfilling the remaining condition subsequent.
The transaction’s ultimate sponsor is Belleview Sdn Bhd (the Group), a niche property developer in the northern region with a track record dating back to 1984, which includes low-cost to high-end housing and commercial properties like shopping malls and office suites. Aman Central Mall was previously held via the Group’s wholly owned subsidiary, Great Realty Sdn Bhd, before it was securitised under AC First Genesis’ sukuk programme in May 2021.
Lim Chern Yit
(603) 3385 2528
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Published by RAM Rating Services Berhad
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Ratings on AC First Genesis Berhad