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PT TH INDO PLANTATIONS – MAYBANK ISLAMIC BERHAD
MASTER COMMODITY MURABAHAH FINANCING
AGREEMENT: AN OVERVIEW
Leoni Silitonga, Partner
Roosdiono & Partners
16 April 2012
BANGKOK | DUBAI | HO CHI MINH CITY | JAKARTA | KUALA LUMPUR | MELBOURNE | SINGAPORE | SYDNEY
Table of Contents
-
Summary of the Transaction
-
Structure of the Transaction
-
How Customer Receives the Proceeds of the Facility
-
Payment Obligation of Customer
-
Terms and Conditions of the Agreement
-
Syariah Commodity Trading in Indonesia
-
Closing
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SUMMARY OF THE TRANSACTION
Transaction
: Commodity Murabahah Financing Facility
Customer
: PT TH Indo Plantations
Bank
: Maybank Islamic Berhad
Amount
: USD183,000,000
Purpose
: refinancing of existing debt
Tenure
: 10 years
Payment Obligation of Customer to Bank : Deferred Sale Price
Collateral
: Properties (Plantations Land) located in Indonesia and Receivables
Governing Law
: The laws of Malaysia
Jurisdiction
: the Courts in Malaysia
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COMMODITY MURABAHAH FINANCING
TRANSACTION
Signing the Master Commodity Murabahah Financing Agreement
(Parties: Customer and Bank)
Issuance of Purchase Request
(Party: Customer issuing to the Bank)
Purchase Transaction (for the purchase of the Commodity)
(Parties: Bank (as buyer) and Commodity Supplier (as seller))
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COMMODITY MURABAHAH FINANCING
TRANSACTION
Bank’s Acceptance and Offer For Sale
(Issued by Bank to Customer and accepted by Customer)
Sale Transaction (for the sale of the Commodity)
(Parties: Bank (as seller) and Customer (as buyer))
The Customer obtain title to the Commodity
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HOW CUSTOMER RECEIVES THE PROCEEDS OF
THE FACILITY
Appointment of Bank as Undisclosed Agent by Customer
Customer, as the title holder of the Commodity, irrevocably appoint the Bank
to act as its agent to:
(a)
(b)
(c)
(d)
take possession (physical or constructive) of the Commodity;
sell the Commodity to any third party at the Deferred Sale Price;
receive payment of the Deferred Sale Price on behalf of the Customer; and
to deliver possession of and title in and to the Commodity to a purchaser of the
Commodity.
The Bank sells the Commodity and the proceeds of the sale of the Commodity shall
be paid as instructed by the Customer in accordance with the purpose of the Facility.
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PAYMENT OBLIGATION OF CUSTOMER
Payment obligation of Customer to Bank is Deferred Sale Price
Deferred Sale Price is the amount as stated in the Bank’s Acceptance and Offer For
Sale, payable by Customer to Bank, as the sale price of the Commodity which shall
comprise of the following:
(a) the Purchase Price; and
(b) the Murabahah Profit.
Purchase Price is the purchase price payable by Bank for the purchase of the
Commodity from the Commodity Supplier which in aggregate shall not exceed the
amount of the Facility.
Murabahah Profit is the profit or the margin of profit as agreed between Bank and
Customer.
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TERMS AND CONDITIONS OF
THE AGREEMENT
-
Manner of Payment of the Deferred Sale Price
-
Prepayment of the Deferred Sale Price
-
Security
-
Representations and Warranties
-
Covenants (Affirmative Covenants and Negative Covenants)
-
Event of Default
-
Undisclosed Agency
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SYARIAH COMMODITY TRADING IN INDONESIA
Legal Basis:
Fatwa Dewan Syariah Nasional (National Syariah Board) Number 82/DSN
MUI/VIII/2011 regarding Perdagangan Komoditi Berdasarkan Prinsip Syariah di
Bursa Komoditi (Commodity Trading Pursuant to Syariah Principle in Commodity
Exchange) issued on 5 August 2011.
Commodity Exchange in Indonesia is PT Bursa Berjangka Jakarta (Jakarta
Futures Exchange (JFX)).
Syariah Commodity Traded in JFX: coffee, cocoa and cashew nuts
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COMMODITY TRADING
Peserta Pedagang Komoditi
(Commodity Trader Participants)
Peserta Komersial
(Commercial Participants)
Konsumen Komoditi
(Commodity Consumers)
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CLOSING
How to make Commodity Murabahah Financing possible to be implemented
under the laws of Indonesia
-
Is bank in Indonesia can involve in commodity trading as buyer and seller of
commodity?
-
Tax?
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 THANK YOU
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Contact Details
Leoni Silitonga
Partner
Tel : (62 21) 5289 5125
Fax : (62 21) 5289 5112
Email : leoni.silitonga@zicolaw.com
Roosdiono & Partners
a member of ZICOlaw
Indonesia Stock Exchange Building
Tower 1, 12th Floor
Jalan Jenderal Sudirman Kav 52-53,
Jakarta 12190
Indonesia
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