Sukuk is an investment certificate that represents the ownership interest of the holder. in an asset or pool of assets. The certificate entitles the holder to receive income from. the use of the assets.

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Dana Gas: The Sukuk Dispute
Article in Asian Journal of Management Cases · December 2019
DOI: 10.1177/0972820119884395
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2. 1
Dana Gas: The Sukuk Dispute
Amjad Kamal, an investment advisor specializing in the banking sector was having a hard time
recalibrating his analysis of several banks and companies in UAE. Amidst the typical process of producing
equity reports and issuing investment recommendations, financial analysts in the middle east in particular
were faced with the question of the incorporation of rather unusual circumstances in their analyses when
on June 13, 2017, Dana Gas, a Sharjah-based gas company, declared its two sukuk structures, totalling
USD 700 million, non-Shariah compliant. The restructuring proposed by the company, deemed highly
unfavourable by bondholders, set the stage for a crucial legal battle that is likely to shape the future for
the USD 2 trillion worth Islamic finance industry.
Following a mudarabah sukuk structure, Dana Gas not only put the financial well-being of its own
investors into perspective through the declaration, but also those of companies likely to face the
circumstances of any rulings due to similar sukuk structures.
The Global Sukuk Market at a Glance
During 2016, a wide variety of investors recognised sukuk as a viable alternative source of financing.
Alongside the continued confidence of sovereign, quasi-sovereign and IFI issuers, the accelerating
issuance of sukuk on the corporate front helped ensure a healthy growth trajectory. The sukuk market,
impressively, maintained its appeal among issuers by staying resilient in challenging economic conditions
by drawing a wider investor base as well as expanding geographically. UAE has been a clear leader both
in terms of volume and value in the international sukuk market since 2001, with the GCC countries in
command of a market share of more than 50%. In 2016, total sukuk issuances amounted to USD 88.3
billion (Exhibit 1), a 44% increase to the USD 60.7 billion in 2015. Malaysia dominated the market in
terms of activity and issuances from Asia, Africa and GCC remained steady, while the increase in volume
could be partially attributed to the increasing share of issuance activity in countries like Indonesia,
Pakistan and Turkey.
Sovereign sukuk issuance followed a strong rising trend through 2008 to 2014 before facing a dip in 2015
due to adjustments to short-term sukuk issuances. In 2016, the sovereign sukuk market regained its
popularity, helping maintain a strong foundation for the global market, secure in challenging economic
circumstances. Although issuances in the corporate sector seem more pro-cyclical, the slight upward trend
since 2015 promises an encouraging outlook. Islamic Financial Institutions (IFIs) have been major
investors in the sukuk market since inception, however, since 2010, issuance has been more focused on
liquidity management purposes as well as Basel Capital Adequacy requirements. Lastly, issuances in the
quasi-sovereign sector seem autonomous in terms of economic cycles. (Exhibit 1)
As liquidity management became an indispensable need of IFIs, so did the role of short-term sukuk with
a maturity of 12 months or less. The global short-term sukuk issuance since 2001 stands at USD 350
billion, peaking at USD 65 billion in 2012 (Exhibit 1). Since then, it has followed the same overall
declining trend as the rest of the global sukuk market, induced by a policy change by Bank Negara
Malaysia (BNM). Sukuk issuance picked up again in 2016, representing a healthy growth rate of 46%
against issuances in 2015. It is interesting to note that a structural breakup of the short term sukuk market
indicates that the murabahah structure is the leading choice, amounting to 74% of total issuances,
however, the wakalah structure seems to have taken a more dominant position in 2016.
All maturities included, Sukuk Al Ijarah has historically been a more popular structure among others.
Since 2010, however, issuance under the ijarah structure has declined, being taken over by Sukuk Al
Murabahah and subsequently by Sukuk Al Wakalah, forming 34% of the total issuances in 2016 (Exhibit
1). This sudden shift to the wakalah structure is likely to have its roots in the argument that reduced
dependence on a single structure, is expected to contribute to sustainable growth in the global sukuk

3. 2
market. Sukuk Al Wakalah employs a hybrid structure, a combination of ijarah and murabahah, thus,
providing flexibility to suit differing needs of investors.
An Overview of Dana Gas
Established in December 2005, Dana Gas is the Middle East’s first and largest regional private sector
natural gas company. The company is publicly listed on the Abu Dhabi Securities Exchange (ADX) and,
as at June 11, 2017, had an issued and fully paid-up share capital of approximately 6.98 billion shares of
AED 1 (USD 0.2728) each and a share price of AED 0.60. Dana Gas had exploration and production
assets in Egypt, the Kurdistan Region of Iraq (KRI) and UAE, with an average production output of 69,500
boepd in the final quarter of 2016. With sizeable assets in Egypt, KRI and the UAE, and further plans for
expansion, Dana Gas aspired to play an important role in the rapidly growing natural gas sector of the
Middle East, North Africa, and South Asia region (MENASA).
The company’s Egyptian subsidiary, Dana Gas Egypt, was the 5th
largest gas producer in the country. It
was fully responsible for the operation of 14 development leases onshore the Nile Delta. Exploration
attempts in 2016 proved to be highly fruitful with a drilling success rate of 92%. This success translated
into an 11% increase in output to 37,600 boepd in 2016, from 33,900 boepd in 2015. Operating at full
plant capacity, the company had 11 completed wells and turned over to production including the Mocha-
1 exploration well completed in February 2017. Furthermore, Dana Gas signed the Gas Processing
Enhancement Agreement (GPEA) with the Egyptian government to invest further in production.
In the Kurdistan region of Iraq, Dana Gas operated through a 35% ownership interest in Pearl Petroleum
Company Ltd. (PPCL), a 5-company consortium responsible for producing and developing natural gas
assets in the two major gas fields in northern Iraq, namely, Khor Mor and Chemchemal. The Khor Mor
Field supplies gas to two power stations through a 180-kilometre pipeline, representing USD 3.4 billion
of annual savings in diesel costs to the Kurdistan government. There are capacity expansion plans
underway aimed at meeting local hydrocarbon demand and exporting the surplus to the international
market. Total investment in the project amounts to USD 1.1 billion, positioning PPCL as the largest
private investor in Iraq’s gas sector.
In the United Arab Emirates (UAE), Dana Gas operated the Sharjah Western Offshore Concession. The
Zora Field located within the concession was developed to supply gas to the Sharjah Government power
stations. A major milestone was reached when production began in February 2016, producing an average
of 2,733 boepd. However, the fourth quarter of 2016 witnessed a decline in output, necessitating further
studies directed at improving gas flow rates.
The Financial Perspective of Sukuk Issuance
Less than two years after incorporation, in 2007, Dana Gas was in search for investors to help fund the
expansion of its projects in Egypt and the Kurdistan region of Iraq. Positioning itself as a promising
investment through its performance during the first year of operations, Dana Gas was able to raise USD
1 billion through issuance of trust certificates i.e. Sukuk Al Mudarabah (Exhibit 2), due to mature on
October 31, 2012. Under the mudarabah agreement, Dana Gas was to act as mudarib and the sukuk
holders as Rab Al-Mal. Dana Gas was liable to invest the issue proceeds in Shariah compliant business
activity while the sukuk holders were entitled to fixed periodic profit payments until maturity when the
sukuk were to be redeemed at face value. The sukuk prospectus included a conversion feature with an
exchange premium of 10 per cent to the reference share price and promised a 7.5 per cent coupon to be
paid quarterly. At the time, these sukuk were the first major convertible bonds and, perhaps, the most
sophisticated structures to be issued in the Middle East.
Despite the usual turbulences caused by fluctuating oil prices and the aftermath of the 2008 financial
crisis, Dana Gas continued its upwards trend on the financial front, reporting year-on-year growth in
revenues and earnings backed by cash flows (Exhibit 3). Surplus cash balances were used to repurchase

4. 3
the convertible sukuk of a nominal value of USD 80 million for USD 50 million in 2008 and fund further
development and exploration projects. In 2011, however, the company reported a 24% decrease in its
cashflow from operations, attributing this to lower levels of collection from receivables in Egypt as
compared to 2010. This decrease, although partially offset by a higher cash flow generated in Kurdistan,
warranted the development of an improved cash-management strategy with specific focus on receivable
collections as the sukuk maturity date drew closer.
Dana Gas continued to face cash flow issues during the first half of 2012 due to mounting receivables
amid the political crisis in Egypt. Furthermore, cash shortages faced by the semi-autonomous Kurdish
regional government translated into lower collections by operators in the region. As an inevitable
consequence of the crisis, Dana Gas was unable to repay the USD 920 million outstanding to sukuk holders
on October 31, becoming the UAE’s first business entity to fail to repay its bondholders on time. For
obvious reasons, this caused panic among investors (the majority of the sukuk were held by BlackRock
and Ashmore) who threatened to declare default and liquidate Dana’s Egyptian assets.
After a stressful week of negotiations, however, Dana Gas declared in early November 2012 that an
agreement had been reached with an “Ad hoc committee” regarding the restructuring of its Islamic bonds.
Specific details of the standstill and lockup agreement, revealed a few weeks later on December 10,
included a partial cash repayment of USD 70 million from the company’s cash reserves. The maturity of
the remaining USD 850 million sukuk was extended for another five years, now payable in October 2017.
These were to be equally divided between two tranches, one regular sukuk (with an annual profit rate of
9 per cent) and one convertible sukuk (with a profit rate of 7 per cent per annum). The convertible sukuk
gave the bondholders the option to exchange their sukuk into stocks of a company other than the issuer
itself, usually a subsidiary. The restructuring, whilst constituting lower debt servicing obligations for Dana
Gas as compared to the existing sukuk, ensured that potential dilution remained comparable for all
shareholders. The conversion price for the USD 425 million worth convertible sukuks was to be set at a
50 per cent premium to the 75-calendar day volume-weighted average price commencing December 1.
The new sukuks were additionally secured by USD 300 million of receivables in Egypt, and overall
security was restricted to Dana’s assets in the UAE and Egypt. At the EGM held on April 23, 2013, both
sukuk holders and shareholders approved the refinancing deal.
Following the restructuring, the cash situation for Dana improved as it received a first payment worth
USD 48 million in December 2012 for its natural gas exploration and production efforts after an agreement
was reached by the Kurdish government with Baghdad. In 2013, Dana Gas reported growth in both
production and revenue, however, the challenge came in the much too familiar form of a slower collection
rate as compared to billed revenues resulting in a weaker cash position (Exhibit 3), the problem more
severe in Kurdistan than in Egypt. The spill over effects of cash shortages combined with other
macroeconomic challenges eventually took a toll on revenue and profitability metrics as Dana Gas
reported a 6% decline in gross revenues and a USD 88 million net loss for the year ended December 31,
2016, despite strong operational performance (Exhibit 3).
The Sukuk Dispute
Amidst speculation, Dana Gas made an announcement on June 13, 2017, calling for a restructuring of the
sukuk maturing in October, worth USD 700 million. This demand was based upon the claim that the
evolution of Islamic finance and jurisprudence since the original structuring of the mudarabah sukuk had
rendered it, in its present form, Shariah non-compliant and, hence, unlawful under UAE law. The issues
specifically outlined in the company statement to sukuk bondholders published on July 6 included:
1. The Sukuk Al Mudarabah guaranteed a fixed rate of return to sukuk holders, leaving the company
responsible for bearing any loss of capital.
2. The contractual agreement when the sukuk were first structured in 2007, and then restructured in
2012, did not include a mechanism whereby payments to sukuk holders can be reconciled with the
actual profit generated by the mudarabah assets.

5. 4
3. Any loss of capital was not reflected as a reduction in the value of mudarabah assets.
It was particularly emphasized that this belief was not only held by the company itself but the structural
deficiencies of the sukuk were also pointed out by independent legal advisors. As a consequence of these
recent developments, further quarterly profit payments and redemption was declared “unlawful, invalid
and unenforceable”. Dana Gas, having acknowledged itself a Shariah compliant entity in 2006, argued
that reaching a reasonable and consensual agreement regarding restructuring of the sukuk was the only
way it could allow shareholders to remain confident in the company as respecting their religious values.
The Islamic bonds first sold to international investors were held by the likes of BlackRock and Goldman
Sachs, as well as local funds such as Arqaam Capital Ltd. and National Bonds Corp. Dana Gas claimed
that the company was performing well operationally, with asset values at an all-time high and uncontested
contractual rights in valuable regions, however, uncertainty with respect to the timing of cash flows due
to erratic collections in Egypt and Kurdistan continued to cause concern. In an interview with Bloomberg,
Abdul Kadir Hussain, head of fixed-income asset management at Arqaam Capital Ltd. said, “As creditors
we understand that this is a liquidity and a payment issue and not a solvency issue, but clearly the company
is trying to squeeze sukuk holders to the benefit of shareholders and that is a strategy that will end up
hurting everybody down the road.”
Dana Gas laid down the principles for a restructuring deal whereby the new instrument would be priced
consistently with current market yields, the maturity extended for four years and the conversion feature
eliminated to alleviate the risk of opportunistic conversion and trade. Meanwhile, a court in Sharjah barred
bondholders from taking any action against the company’s securities until its review of Dana’s application
was complete. Labelling the proposed terms as “materially less favourable”, the ad hoc committee
representing sukuk holders refused to exchange existing instruments for new ones. In September 2017,
the committee announced the submission of a restructuring plan to the company’s management which
included an immediate payment of USD 300 million, equally split between the two types of sukuk and
upholding the current rates of quarterly profit distribution. Another suggestion was to obtain a listing on
the London Stock Exchange to enhance liquidity.
Upon rejection of the contra-proposal, Dana Gas ended up in a legal battle with its bondholders in courts
both in the UK and UAE. The case was taken to English courts because the purchase agreement for the
sukuk was written under English law – a common feature of sukuk sold to global investors. The UAE
court, on the other hand, was expected to give a ruling on the compliance of the mudarabah agreement to
the Shariah. A London High Court began the trial in September, however, proceedings were slowed down
due to an injunction by a UAE court preventing Dana Gas from presenting itself in English hearings. The
trial judge, Mr Justice Leggatt initially adjourned proceedings, by setting aside a hearing for mid-October
and later mid-November, to allow its participation in case the injunction was lifted. Meanwhile, Dana Gas
requested the Sharjah court for an early hearing for its appeal such as to enable it to participate in the
London court hearing. Mr Justice Leggatt refused permission for more time, describing further delay as
“a step too far” and issued a ruling on November 17 in favour of Dana’s sukuk holders stating, “All the
grounds on which Dana Gas has sought to challenge the validity and enforceability of the Trustee’s rights
under the Purchase Undertaking to oblige Dana Gas to pay the exercise price are unfounded.”
Sukuk holders claimed that the very reason the purchase undertaking was struck in English law was to
protect their rights in such an event. However, Houlihan Lokey, Dana’s financial advisor, issued a report
stating that the outcome was unexpected given non-participation by the company and that the “final” legal
outcome was to come from the court in Sharjah. Proceedings in the Sharjah court began on December 25,
however, no immediate conclusion was reached causing Houlihan Lokey to seek an out-of-court
settlement with some major creditors – a futile attempt as no new formal proposal was advanced.
In late March 2018, Dana Gas announced its plan to advance a cash dividend, worth 5 per cent of capital,
for shareholder approval. However, an injunction issued by the English High Court blocked the dividend
payment unless the company had set aside money to repay sukuk holders – only to have its enforcement

6. 5
suspended by the Federal Court of First Instance in Sharjah, according to the decision published by Dana
Gas on April 18, 2018.
Implications for the Wider Sukuk Market
It is worth noticing that this is not the first time that the Islamic finance industry was faced with a sukuk
dispute. In 2007, a prominent Islamic scholar, Sheikh Taqi Usmani, argued that over 85 per cent of the
sukuk in circulation were non-compliant with Shariah because they promised to pay back principal at the
maturity date. Following a period of uncertainty, the Accounting and Auditing Organisation for Islamic
Financial Institutions (AAOIFI) clarified its position on redemption features. However, it was only after
a year, in 2009, that Investment Dar, a Kuwaiti company sought to discredit its Islamic bonds offering
when it was faced with the repayment of a wakalah deposit received from the Blom Bank based in Beirut.
Not only was the appeal rejected in an English court, Investment Dar was also prohibited from using
arguments related to Islamic law by its own Shariah Supervisory Board.
The mudarabah structure of the sukuk issued by Dana Gas was approved as Shariah compliant by Dar
Al-Sharia, a prominent Shariah consultancy and a subsidiary of Dubai Islamic Bank. Within the final
terms of the sukuk as stated at issuance, Dar Al-Sharia stated, “The Shariah advisory board of Dar Al-
Sharia have confirmed that the Transaction Documents are, in their view, Shariah compliant.” The terms
also stated, “In addition, prospective investors are reminded that Dana Gas has agreed under the English
Law Documents to submit to the jurisdiction of the courts of England. In such circumstances, the judge
will first apply English law rather than Shariah principles in determining the obligations of the parties.”
Despite claims by Dana Gas that its case had no wider implications on the wider sukuk market, panicked
investors reacted by re-assessing their investment portfolios to ensure legitimacy. In fact, Bloomberg
classified seven outstanding sukuk issued by UAE borrowers as risky being based on mudarabah
contracts. These included:
1. Abu Dhabi Islamic Bank’s 6.375 per cent bonds
2. Dubai Islamic Bank’s 6.75 per cent and 6.25 per cent bonds
3. Al- Hilal Bank’s 5.5 per cent bonds
4. Noor Islamic Bank’s 6.25 per cent bonds
5. GEMs Education’s 12 percent bonds
6. DP World’s 6.25 per cent bonds
Consequently, many sukuk issuers resorted to making amendments to their documentation in an attempt
to reassure investors of Shariah compliance. Dana’s case also triggered a wave of modifications to
existing regulation to ensure stronger governance.
The development of an effective analysis of the implications of the rather complicated situation Dana Gas
had entangled itself in, especially in the absence of a final ruling from the UAE court, not only required
simplifying assumptions from an analyst’s perspective but also an investigation of the much wider
consequences of non-repayment for the sukuk market in general. Amjad was not sure of the extent of
impact these events would have on his analysis of other companies and banks he followed.

7. 6
Exhibit 1 Selected Performance Indicators in the Global Sukuk Market
Figure 1.1 Total Global Sukuk Issuances (Jan 2001 - Dec 2016), in USD millions
Source: IIFM Sukuk database
Figure 1.2 Total Global Short-Term (≤ 12 months) Sukuk Issuances (Jan 2001 - Dec 2016), in USD millions
Source: IIFM Sukuk database
Figure 1.3 Global Sukuk Issuances by Issuer Type (Jan 2001 - Dec 2016), in USD millions
Source: IIFM Sukuk database
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
80,000
90,000
100,000
2001-04 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Sovereign Corporate IFIs Quasi-Sovereign

8. 7
Exhibit 1 (continued)
Figure 1.4 Structural Break-Up of Global Sukuk Issuances, in USD millions
Source: IIFM Sukuk database
Sukuk Al
Murabahah
25.43%
Sukuk Al
Mudarabah
4.53%
Sukuk Al Ijarah
25.90%
Sukuk Al
Musharakah
25.06%
Sukuk Al Salam
1.53%
Sukuk Al Wakalah
0.79%
Islamic Exchangeable
Sukuk
3.68%
Hybrid Sukuk
4.74%
Sukuk Al Istisna'a
1.93% Bai' Bithaman Ajil
6.42%
Jan 2001 - Dec 2009
Sukuk Al
Murabahah
53.39%
Sukuk Al
Mudarabah
2.17%
Sukuk Al Ijarah
18.23%
Sukuk Al
Musharakah
8.03%
Sukuk Al Salam
0.81%
Sukuk Al Wakalah
8.79%
Islamic
Exchangeable
Sukuk
0.17%
Hybrid Sukuk
4.46%
Sukuk Al Istisna'a
0.01%
Bai' Bithaman Ajil
3.95%
Jan 2010 - Dec 2015
Sukuk Al
Murabahah
25.48%
Sukuk Al
Mudarabah
6.87%
Sukuk Al Ijarah
26.59%
Sukuk Al
Musharakah
5.55%
Sukuk Al Salam
1.55%
Sukuk Al
Wakalah…
Jan 2016 - Dec 2016

9. 8
Exhibit 2 Dana Gas Sukuk Al Mudarabah Structure and Cash Flows
Source: Dana Gas Sukuk Prospectus

10. 9
Exhibit 3 Dana Gas’s Selected Historical Financial Data, in USD millions
Panel A: Financial information for the years 2012 – 2016
2016 2015 2014 2013 2012
Income Statement
Gross revenue 392 417 683 652 633
Gross profit 103 126 303 288 355
Net profit/(loss) (88) 144 125 156 165
EBITDA 207 218 387 353 401
Balance Sheet
Cash and cash equivalents 302 470 184 204 164
Trade and other receivables 1026 1017 1049 845 678
Borrowings non-current 62 810 748 815 -
current 731 51 - - 920
Statement of Cash Flows
Net cash flows from operating activities 82 203 101 125 167
Net cash flows from investing activities (111) 41 (54) 56 (46)
Net cash flows from financing activities (120) 13 (67) (141) (69)
Panel B: Financial information for the years 2007 – 2011
2011 2010 2009 2008 2007
Income Statement
Gross revenue 690 487 349 311 283
Gross profit 364 213 119 71 83
Net profit/(loss) 138 43 24 33 30
EBITDA 422 274 393 158 129
Balance Sheet
Cash and cash equivalents 112 159 213 217 541
Trade and other receivables 501 255 199 132 78
Borrowings non-current 25 897 871 856 916
current 905 - - - -
Statement of Cash Flows
Net cash flows from operating activities 99 131 105 39 93
Net cash flows from investing activities (93) (126) (31) (251) (1265)
Net cash flows from financing activities (53) (59) (78) (112) 910
Source: Dana Gas PJSC Annual Report and Accounts (2007-2016)

11. 10
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