Commentary & Deal Flow

IPTs: PerpNC5.5: 7.000%a

• Issuer/Trustee: Ajman Tier 1 Sukuk Ltd.
• Issuer/Trustee LEI: 254900O99QBC3AGXXJ33
• Obligor: Ajman Bank PJSC
• Obligor LEI: 254900AI4SJIWRIO1C04
• Format: Reg S, Registered, Category 2
• Sukuk Structure: Mudaraba
• Obligor Rating: BBB+ (stable) by Fitch
• Issue Rating: Unrated
• Description: Additional Tier 1 Capital Certificates (the “Certificates”) issued pursuant to Regulation S
• Currency and Issue Size: US$300,000,000 WNG
• IPTs: 7.000% area
• Pricing Date: 07-Jul-26
• Settlement Date: 14-Jul-26 (T+7)
• First Call Date: 14-Jul-31
• Reset Dates: 14-Jan-32 (“First Reset Date”) and every fifth anniversary thereafter
• Maturity: Perpetual (subject to any Optional Redemption or Special Redemption as described below)
• Profit Rate: Fixed rate semi-annual in arrear, to be reset on 14-Jan-32 and every five years thereafter, at the relevant five-year USD Treasury Yield plus the Reset Margin (determined upon pricing with respect to the interpolated Treasury Rate)
• Periodic Distribution Dates: On 14-Jan and 14-Jul of every year, commencing on 14-Jan-27
• Optional Redemption: At the option of the Issuer (upon the instructions of Ajman Bank (acting in its sole discretion)) (at par) on the First Call Date or on any date thereafter up to and including the First Reset Date or on any Periodic Distribution Date following the First Reset Date
• Special Redemption or Variation Events: Redemption at par or variation at any time following a Tax Event or a Capital Event, subject to the redemption and variation conditions in the terms and conditions of the Certificates
• Profit Rate Payment Cancellation: Non-cumulative cancellation of profit payments if: (i) aggregate of profit payment and any distribution or other amount payable by Mudareb on Pari Passu obligations on the same date exceeds Distributable Items; (ii) Ajman Bank is, or would as a result of a profit payment be, in breach of applicable regulatory capital requirements (including capital buffers); (iii) Regulator requirement; (iv) solvency conditions are not, or will not as a result of a profit payment be, satisfied or; (v) Ajman Bank's discretion
• Dividend Stopper: If any Periodic Distribution Amount is not paid, restrictions on Ajman Bank’s distributions on, redemptions or repurchase of share capital, junior securities and parity securities, until the following profit payment has been paid in full (or set aside), subject to the Conditions
• Non-Viability Loss Absorption: If a Non-Viability Event occurs, a Write-down (in full or in part), as the Regulator may require, shall occur on the relevant Non-Viability Event Write-down Date, subject to and as provide in the terms and conditions of the Certificates. In such circumstances, the Certificateholders’ rights to the Trust Assets (including the Mudaraba Assets) shall automatically be deemed to be irrevocably, unconditionally and permanently written down in a proportion corresponding to the relevant Write-down Amount and in the case of the relevant Write-down Amount corresponding to the full proportion of the Prevailing Face Amount of each Certificate then outstanding, the Certificates shall be cancelled in full
• Day Count Fraction: 30/360
• Denominations: U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof
• ISIN / Common Code: XS3310391878 / 331039187
• Governing Law: English Law
• Listing: London Stock Exchange’s International Securities Market and Nasdaq Dubai
• Joint Lead Managers & Joint Bookrunners: ASB Capital, Dubai Islamic Bank, Emirates NBD Capital, First Abu Dhabi Bank, J.P. Morgan, Mashreq, Morgan Stanley, Standard Chartered Bank and Warba Bank
• Stabilisation: FCA / ICMA
• Timing: Books open, Today’s Business