Bond Ahli United Bank PSC 3.875% ( XS2342243875 ) in USD

Ahli United Bank PSC

98.48 % ⇌

Kuwait

XS2342243875 ( in USD )

3.875% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Ahli United Bank K.S.C.P XS2342243875 en USD 3.875%, maturity Perpetual

17/06/2026 ( In 74 days )

Ahli United Bank K.S.C.P. is a Kuwaiti multinational banking group offering a wide range of financial services across the Middle East, Africa, and Asia.

Ahli United Bank K.S.C.P. issued a perpetual USD-denominated bond (ISIN: XS2342243875) currently trading at 95.49% of its face value, offering a 3.875% coupon rate with semi-annual payments.

IMPORTANT NOTICE
THE ATTACHED PROSPECTUS (THE PROSPECTUS) MAY ONLY BE DISTRIBUTED TO
PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT (AS DEFINED BELOW)) AND ARE OUTSIDE THE UNITED STATES.
IMPORTANT: You must read the following notice before continuing. The following notice applies
to the attached Prospectus, whether received by e-mail, accessed from an internet page or otherwise
received as a result of electronic communication, and you are therefore advised to read this notice
carefully before reading, accessing or making any other use of this Prospectus. In reading, accessing or
making any other use of this Prospectus, you agree to be bound by the following terms and conditions
and each of the restrictions set out in this Prospectus, including any modifications made to them from
time to time, each time you receive any information from Ahli United Perpetual Sukuk Ltd. (the
Trustee), Ahli United Bank K.S.C.P. (the Bank) or the Joint Lead Managers (as defined below) as a
result of such access. You acknowledge that this electronic transmission and the delivery of the
Prospectus is confidential and intended only for you and you agree you will not reproduce or publish
this electronic transmission or forward the Prospectus to any other person.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF
SECURITIES FOR SALE OR SOLICITATION OF AN OFFER TO BUY IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE CERTIFICATES DESCRIBED
IN THIS PROSPECTUS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT
(REGULATION S)) TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS
DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THIS PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE JOINT LEAD
MANAGERS (AS DEFINED BELOW) AND MAY NOT BE REPRODUCED IN ANY MANNER
WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS
PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY
WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR
THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS
TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS,
YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE
SECURITIES DESCRIBED THEREIN.
The distribution in the United Kingdom (the UK) of this Prospectus and any other marketing materials
relating to the Certificates is being addressed to, or directed at: (A) if the distribution of the Certificates
is being effected by a person who is not an authorised person under the Financial Services and Markets
Act 2000, as amended (the FSMA), only the following persons: (i) persons who are Investment
Professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the Financial Promotion Order); (ii) persons falling within any of the
categories of persons described in Article 49(2) (High net worth companies, unincorporated associations,
etc.) of the Financial Promotion Order; and (iii) any other person to whom it may otherwise lawfully be
made in accordance with the Financial Promotion Order; and (B) if the distribution is effected by a
person who is an authorised person under the FSMA, only the following persons: (i) persons falling
within one of the categories of Investment Professional as defined in Article 14(5) of the Financial

Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order
2001 (the Promotion of CISs Order); (ii) persons falling within any of the categories of person
described in Article 22 (High net worth companies, unincorporated associations, etc.) of the Promotion
of CISs Order; and (iii) any other person to whom it may otherwise lawfully be made in accordance with
the Promotion of CISs Order (all such persons together being referred to as Relevant Persons). Persons
of any other description in the UK may not receive and should not act or rely on this Prospectus or any
other marketing materials in relation to the Certificates.
Potential investors in the UK in the Certificates are advised that all, or most, of the protections afforded
by the UK regulatory system will not apply to an investment in the Certificates and that compensation
will not be available under the UK Financial Services Compensation Scheme.
Any individual intending to invest in the Certificates should consult his professional adviser and ensure
that he fully understands all the risks associated with making such an investment and that he has
sufficient financial resources to sustain any loss that may arise from such investment.
CONFIRMATION OF YOUR REPRESENTATION: By accepting this e-mail and accessing,
reading or making any other use of this Prospectus, you shall be deemed to have represented to each of
Abu Dhabi Islamic Bank PJSC, Citigroup Global Markets Limited, HSBC Bank plc, Kamco Investment
Company K.S.C.P., KFH Capital Investment Company K.S.C.C., Kuwait International Bank K.S.C.P.
and Standard Chartered Bank (the Joint Lead Managers) that: (i) you understand and agree to the
terms set out herein; (ii) you are a Relevant Person; (iii) you are not a U.S. person (within the meaning
of Regulation S), or acting for the account or benefit of a U.S. person, and, to the extent that you
purchase the Certificates described herein, you will be doing so pursuant to Regulation S, and that the
electronic mail address that you have given is not located in the United States (including the State and
District of Columbia), its territories and possessions (including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands); (iv) you are a person who is
permitted under applicable law and regulation to receive this Prospectus; (v) you consent to delivery of
such Prospectus and any supplements thereto by electronic transmission; (vi) you will not transmit this
Prospectus (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents
to any other person; (vii) if you are a person in Hong Kong, you are a "professional investor" as defined
in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the SFO) and any rules made under
the SFO and (viii) you acknowledge that you will make your own assessment regarding any credit,
investment, legal, Shariah, taxation or other economic considerations with respect to your decision to
subscribe or purchase any of the Certificates.
You are reminded that this Prospectus has been delivered to you on the basis that you are a person into
whose possession this Prospectus may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the
contents of this Prospectus, electronically or otherwise, to any other person and in particular to any U.S.
address. Failure to comply with this directive may result in a violation of the Securities Act or the
applicable laws of other jurisdictions.
This Prospectus does not constitute, and may not be used in connection with, an offer to sell or
solicitation to buy in any place where such offers or solicitations are not permitted by law. If a
jurisdiction requires that an offering of the Certificates described herein be made by a licensed broker or
dealer and the Joint Lead Managers or any affiliate of the Joint Lead Managers is a licensed broker or
dealer in that jurisdiction, the offering shall be deemed to be made by such Joint Lead Manager or such
affiliate on behalf of the Bank, the Trustee or holders of the applicable Certificates in such jurisdiction.
Neither the Joint Lead Managers nor any of their respective affiliates accepts any responsibility
whatsoever for the contents of the Prospectus or for any statement made or purported to be made by
any of them, or on any of their behalf, in connection with the Trustee, the Bank or the offer of the
Certificates. The Joint Lead Managers and their respective affiliates accordingly disclaim all and any

liability whether arising in tort, contract, or otherwise which they might otherwise have in respect of
such document or any such statement. No representation or warranty, express or implied, is made by
any of the Joint Lead Managers or their respective affiliates as to the accuracy, completeness, verification
or sufficiency of the information set out in the Prospectus and none of the Joint Lead Managers or their
respective affiliates accepts any responsibility for any acts or omissions of the Trustee, the Bank or any
other person in connection with the Prospectus or issue and offering of the Certificates.
This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted
via this medium may be altered or changed during the process of electronic transmission and
consequently none of the Joint Lead Managers, the Trustee, the Bank nor any person who controls or is
a director, officer, employee or agent of any Joint Lead Manager, the Trustee, the Bank nor any affiliate
of any such person accepts any liability or responsibility whatsoever in respect of any difference
between this Prospectus distributed to you in electronic format and the hard copy version available to
you on request from the Bank, the Trustee or the Joint Lead Managers. If you received this Prospectus
by e-mail, you should not reply by e-mail to this announcement. Any reply e-mail communications,
including those you generate by using the "Reply" function on your e-mail software, will be ignored or
rejected. If you receive this Prospectus by e-mail, your use of this e-mail is at your own risk and it is
your responsibility to take precautions to ensure that it is free from viruses and other items of a
destructive nature.
Notification under Section 309(B) of the Securities and Futures Act (Chapter 289) of Singapore
(the SFA)  the Trustee has determined, and hereby notifies all relevant persons (as defined in Section
309A(1) of the SFA), that the Certificates are prescribed capital markets products (as defined in the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products
and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
MIFID II product governance / professional investors and ECPS only target market - there are no
manufacturers for the purposes of MiFID II. Any person offering, selling or recommending the
Certificates (a MIFID II distributor) should consider (i) the target market for the Certificates to be
eligible counterparties and professional clients only, each as defined in MiFID II, and (ii) all channels
for distribution of the Certificates to eligible counterparties and professional clients to be appropriate.
However, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Certificates (by either adopting or refining the target market) and
determining appropriate distribution channels.
UK MIFIR product governance / professional investors and ECPs only target market: Solely for
the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Certificates has led to the conclusion that: (i) the target market for the Certificates is only eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional
clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the EUWA); and (ii) all channels for distribution of the
Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Certificates (a distributor) should take into consideration the
manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook is responsible for undertaking its own target market
assessment in respect of the Certificates (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
PRIIPS regulation / prohibition of sales to EEA retail investors: The Certificates are not intended
to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (the EEA). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial

instruments, as amended (MiFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97
(the Insurance Distribution Directive), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs
Regulation) for offering or selling the Certificates or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Certificates or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPs regulation / prohibition of sales to UK retail investors: The Certificates are not intended
to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the UK. For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the
provisions of the FSMA, and any rules or regulations made under the FSMA to implement the Insurance
Distribution Directive, where that customer would not qualify as a professional client, as defined in point
(8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA.
Consequently no key information document required by the PRIIPs Regulation as it forms part of
domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the
Certificates or otherwise making them available to retail investors in the UK has been prepared and
therefore offering or selling the Certificates or otherwise making them available to any retail investor in
the UK may be unlawful under the UK PRIIPs Regulation.
The distribution of this Prospectus and the offering, sale and delivery of the Certificates in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are
required by the Joint Lead Managers, the Trustee and the Bank to inform themselves about, and
to observe, any such restrictions.

AHLI UNITED PERPETUAL SUKUK LTD.
(incorporated as an exempted company with limited liability in the Cayman Islands)
U.S.$600,000,000 Tier 1 Capital Certificates
The U.S.$600,000,000 Tier 1 Capital Certificates (the Certificates) of Ahli United Perpetual Sukuk Ltd. (in its capacity as issuer and in its capacity as trustee, as applicable, the Trustee) will be constituted by
a declaration of trust (the Declaration of Trust) dated 17 June 2021 (the Issue Date) entered into between the Trustee, Ahli United Bank K.S.C.P. (the Bank) and Citibank, N.A., London Branch as the
delegate of the Trustee (the Delegate). The Certificates confer on the holders of the Certificates from time to time (the Certificateholders) the conditional right to receive certain payments (as more particularly
described herein) arising from an undivided ownership interest in the assets of a trust declared by the Trustee pursuant to the Declaration of Trust (the Trust) over the Trust Assets (as defined herein) and
the Trustee will hold such Trust Assets upon trust absolutely for the Certificateholders pro rata according to the face amount of Certificates held by each Certificateholder in accordance with the Declaration
of Trust and the terms and conditions of the Certificates (the Conditions).
If a Non-Viability Event (as defined herein) occurs, a Write-down (as defined herein) shall occur on the relevant Non-Viability Event Write-down Date (as defined herein), as more particularly described in
Condition 11 (Write-down at the Point of Non-Viability). In such circumstances, the Certificates shall be cancelled (in the case of a Write-down in whole) or written-down in part on a pro rata basis (in the
case of a Write-down in part) by the Trustee in accordance with the prevailing Capital Regulations (as defined herein) and the Certificateholders' rights to the Trust Assets (including the Trustee's rights,
title, interest and benefit, present and future, in, to and under the assets from time to time constituting the Mudaraba Assets) shall automatically be deemed to be irrevocably and unconditionally cancelled or
written-down in the same manner as the Certificates. See "Risk Factors - Certificateholders' right to receive payment of the face amount of the Certificates and the Certificateholders' right to any profit will
be permanently cancelled (in whole) or permanently written-down (in part) upon the occurrence of a Non-Viability Event".
Periodic Distribution Amounts (as defined herein) shall be payable subject to and in accordance with the Conditions on the outstanding face amount of the Certificates from (and including) the Issue Date to
(but excluding) 17 December 2026 (the First Reset Date) at a rate of 3.875 per cent. per annum from amounts of Rab-al-Maal Mudaraba Profit and Rab-al-Maal Final Mudaraba Profit (as further described
below). If the Certificates are not redeemed or purchased and cancelled in accordance with the Conditions on or prior to the First Reset Date, Periodic Distribution Amounts shall be payable from (and including)
the First Reset Date subject to and in accordance with the Conditions at a fixed rate, to be reset on the First Reset Date and every five years thereafter, equal to the Relevant Five Year Reset Rate (as defined in
the Conditions) plus a margin of 3.011 per cent. per annum. Periodic Distribution Amounts will, if payable pursuant to the Conditions, subject to the requirements in relation to payments of the Relevant
Rab-al-Maal Profit Amount in accordance with Condition 8.1 (Non-Payment Event) and the right of the Trustee and the Bank to cancel payments of the Relevant Rab-al-Maal Profit pursuant to Condition
8.2 (Non-Payment Election), be payable semi-annually in arrear on 17 June and 17 December in each year, commencing 17 December 2021. Payments on the Certificates will be made free and clear of and
without withholding, retention or deduction for, or on account of, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, imposed, levied, collected, withheld
or assessed by or on behalf of any Relevant Jurisdiction (as defined herein) (the Taxes) to the extent described under Condition 13 (Taxation).
The Trustee may elect, and in certain circumstances shall be required, not to make any Relevant Rab-al-Maal Profit payment falling due on the Certificates. In such circumstances, the Certificateholders shall
not receive Periodic Distribution Amounts on their investment in the Certificates. Any Relevant Rab-al-Maal Profit Amounts and Periodic Distribution Amounts not paid as aforesaid will not accumulate
and any holder of the Certificates shall not have any claim in respect thereof.
The payment obligations of the Bank under the Mudaraba Agreement (as defined herein) (including all payments which are the equivalent of principal and profit) (the Relevant Obligations) will rank (i)
subordinate and junior to all Senior Obligations but not further or otherwise; (ii) pari passu with all other Pari Passu Obligations; and (iii) rank in priority to all Junior Obligations (as defined in the Conditions).
The Certificates are perpetual securities and have no fixed or final redemption date. Unless the Certificates have previously been redeemed or purchased and cancelled as provided in the Conditions, the Bank
may (acting in its sole discretion) instruct the Trustee to, whereupon the Trustee shall, redeem all but not some only of the Certificates on 17 June 2026 (the First Call Date and on any date thereafter up to and
including the First Reset Date, or on any Periodic Distribution Date thereafter in accordance with Condition 10.1(b) (Trustee's Call Option). In addition, upon the occurrence of a Tax Event or a Capital
Event (each as defined in the Conditions), the Certificates may be redeemed in whole (but not in part), or the terms thereof may be varied (by the Trustee (but only upon the instructions of the Bank (acting in
its sole discretion)), in each case at any time on or after the Issue Date in accordance with Conditions 10.1(c) (Redemption or Variation due to Taxation) and 10.1(d) (Redemption or Variation for Capital
Event). Any redemption or variation is subject to the conditions described in Condition 10.1 (Redemption and variation).
The Bank has been assigned long term ratings of A+ with a negative outlook by Fitch Ratings Limited (Fitch), A2 with a stable outlook by Moody's Investors Service Cyprus Ltd. (Moody's) and A+ with a
stable outlook by Capital Intel igence Ratings Ltd. (Capital Intelligence). Moody's and Capital Intelligence are established in the European Union and are registered under Regulation (EC) No. 1060/2009 as
amended (the EU CRA Regulation). As such, each of Moody's and Capital Intelligence is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA)
on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the EU CRA Regulation. The rating issued by Capital Intelligence to the Bank is endorsed by
Capital Intelligence Ratings Ltd., which is established in the United Kingdom and registered under Regulation (EC) No. 1060/2009 as it forms part of domestic law by virtue of the European (Withdrawal) Act
2018 (the EUWA) (the UK CRA Regulation). The rating issued by Moody's to the Bank is endorsed by Moody's Investors Service Ltd., which is established in the United Kingdom and registered under the
UK CRA Regulation. Fitch is established in the United Kingdom and registered under the UK CRA Regulation. Fitch appears on the latest update of the list of registered credit rating agencies (as of 21 March
2021) on the United Kingdom Financial Conduct Authority's Financial Services Register. The rating issued by Fitch to the Bank is endorsed by Fitch Ratings Ireland Limited, which is established in the
European Union and registered under the EU CRA Regulation. As such, Fitch Ratings Ireland Limited is included in the list of credit rating agencies published by ESMA on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the EU CRA Regulation.
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. A suspension, reduction or
withdrawal of any rating assigned to the Certificates may adversely affect the market price of the Certificates.
The Certificates will be limited recourse obligations of the Trustee. An investment in the Certificates involves certain risks. For a discussion of these risks, see "The Certificates are limited recourse
obligations".
This Prospectus has been approved by the Central Bank of Ireland (the Central Bank of Ireland) as competent authority under Regulation (EU) 2017/1129 (the Prospectus Regulation). This Prospectus
constitutes a prospectus for the purposes of the Prospectus Regulation. The Central Bank of Ireland only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency
imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Trustee, the Bank or the quality of the Certificates that are the subject of this Prospectus and investors
should make their own assessment as to the suitably of investing in the Certificates. Such approval relates only to the Certificates which are to be admitted to trading on a regulated market for the purposes of the Markets
in Financial Instruments Directive (Directive 2014/65/EU) (as amended, MiFID II) (each such market being a MiFID Regulated Market) and/or which are to be offered to the public in any Member State of the European
Economic Area (the EEA). Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) for the Certificates to be admitted to its official list (the Official List) and
to trading on the regulated market of Euronext Dublin (the Regulated Market). The Regulated Market is a regulated market for the purposes of MiFID II. This Prospectus has been approved by the Dubai Financial
Services Authority (the DFSA) under Rule 2.6 of the DFSA's Markets Rules (the Markets Rules) and is therefore an approved prospectus for the purposes of Article 14 of the DIFC Law No. 1 of 2012 (the Markets Law). Application
has also been made to the DFSA for the Certificates to be admitted to the official list of securities maintained by the DFSA (the DFSA Official List) and to Nasdaq Dubai for such Certificates to be admit ed to trading on Nasdaq Dubai.
References in this Prospectus to the Certificates being listed (and all related references) shall mean that such Certificates have been (a) admitted to listing on the Official List and the DFSA Official List and
(b) admitted to trading on the Regulated Market (or, as the case may be, another MiFID Regulated Market) and on Nasdaq Dubai.
Amounts payable under the Certificates (if applicable), following the First Reset Date, will be calculated by reference to rates for U.S. Treasury securities which are published by the U.S. Federal Reserve
System. As of the date of this Prospectus, the U.S. Department of Treasury does not appear on the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of
Regulation (EU) 2016/1011 (the Benchmarks Regulation). As far as the Trustee is aware, the U.S. Department of Treasury does not fall within the scope of the Benchmarks Regulation by virtue of article 2
of the Benchmarks Regulation.
The Certificates will be represented by interests in a global certificate in registered form (the Global Certificate) deposited on or before the Issue Date with, and registered in the name of a nominee for, a
common depositary (the Common Depositary) for, Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A. (Clearstream, Luxembourg). Interests in the Global Certificate will be shown on,
and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg. Definitive Certificates evidencing holdings of interests in the Certificates will be issued
in exchange for interests in the Global Certificate only in certain limited circumstances described herein.
This Prospectus will be valid for a year from 15 June 2021. The obligation to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply when
this Prospectus is no longer valid. For this purpose, "valid" means valid for admissions to trading on a regulated market by or with the consent of the Trustee and the obligation to supplement this Prospectus
is only required within its period of validity between the time when this Prospectus is approved and the closing of the offer period for the Certificates or the time when trading on a regulated market begins,
whichever occurs later.
This Prospectus relates to an Exempt Offer in accordance with the Markets Rules of the DFSA. This Prospectus is intended for distribution only to persons of a type specified in the Markets
Rules. It must not be delivered to, or relied on by, any other person. The DFSA does not accept any responsibility for the content of the information included in this Prospectus, including the
accuracy or completeness of such information, nor has it determined whether the Certificates are Shari'a compliant. The liability for the content of this Prospectus lies with the Trustee and Ahli
United Perpetual Sukuk Ltd. The DFSA has also not assessed the suitability of the Certificates to which this Prospectus relates to any particular investor or type of investor. If you do not
understand the contents of this Prospectus or are unsure whether the Certificates to which this Prospectus relates are suitable for your individual investment objectives and circumstances, you
should consult an authorised financial adviser.
The Certificates have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or with any securities regulatory authority of any state or other
jurisdiction of the United States. Subject to certain exceptions, the Certificates may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation
S under the Securities Act (Regulation S)). For a description of certain restrictions on offers and sales of Certificates and on distribution of this Prospectus, see "Subscription and Sale".
The transaction structure relating to the Certificates (as described in this Prospectus) has been approved by the Fatwa & Shari'a Supervisory Board of the Bank, the Shariah Advisory Board of Citi Islamic
Investment Bank E.C., the HSBC Global Shariah Supervisory Committee and the Global Shariah Supervisory Committee of Standard Chartered Bank. Prospective Certificateholders should not rely on such
approvals in deciding whether to make an investment in the Certificates and should consult their own Shari'a advisers as to whether the proposed transaction described in such approvals is in compliance
with their individual standards of compliance with Shari'a principles.
The Certificates may only be offered, sold or transferred in registered form in minimum face amounts of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.

Joint Global Co-ordinators

Citigroup
HSBC
Standard Chartered Bank

Joint Lead Managers

Abu Dhabi Islamic Bank
Citigroup
HSBC
Kamco Invest
KFH Capital
KIB

Standard Chartered Bank

The date of this Prospectus is 15 June 2021

This Prospectus complies with the requirements in Part 2 of the Markets Law and Chapter 2 of the
Markets Rules and comprises a prospectus for the purposes of the Prospectus Regulation.
The Trustee and the Bank accept responsibility for the information contained in this Prospectus. To the
best of the knowledge of each of the Trustee and the Bank, having taken al reasonable care to ensure that such
is the case, the information contained in this Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The Prospectus should be read and construed together with any amendments or supplements hereto and
with all documents which are incorporated herein by reference (see "Documents Incorporated by
Reference").
The opinions, assumptions, intentions, projections and forecasts expressed in this Prospectus with regard
to the Trustee and the Bank are honestly held by the Trustee and the Bank, have been reached after
considering all relevant circumstances and are based on reasonable assumptions and are not misleading
in any material respect.
None of the Joint Lead Managers (save for Kamco Investment Company K.S.C.P. solely in connection
with the performance of its duties as a Licensed Person (as defined in the CML Rules (as defined
below)) in respect of the placement of the Certificates in the State of Kuwait), the Delegate or the Agents
(as defined in the Agency Agreement), or any of their respective affiliates or any of their respective
directors, advisers or agents, has independently verified the information contained or incorporated by
reference herein. Accordingly, no representation, warranty or undertaking, express or implied, is made
and no responsibility or liability is accepted by any of them (i) as to the accuracy, adequacy,
reasonableness or completeness of the information contained or incorporated by reference in this
Prospectus or any other information provided by the Trustee or the Bank in connection with the
Certificates or (ii) for any acts or omissions of the Trustee, the Bank or any other person in connection
with this Prospectus or the issue and offering of the Certificates.
To the fullest extent permitted by law, the Joint Lead Managers, the Delegate and the Agents accept no
responsibility whatsoever for the contents of this Prospectus or for any other statement, made or
purported to be made by a Joint Lead Manager, the Delegate or any Agent or on its behalf in connection
with the Trustee, the Bank or the issue and offering of the Certificates. Each Joint Lead Manager, the
Delegate and each Agent accordingly disclaims all and any liability whether arising in tort or contract
or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or
any such statement.
No person is or has been authorised by the Trustee, the Bank, the Delegate or the Agents to give any
information or to make any representation not contained in or not consistent with this Prospectus or any
other document entered into in relation to the offering of the Certificates and, if given or made, such
information or representation should not be relied upon as having been authorised by the Trustee, the
Bank, the Delegate, the Agents or any of the Joint Lead Managers. None of the Joint Lead Managers,
the Delegate or the Agents, or any of their respective directors, affiliates, advisers or agents make any
representation or warranty or accept any liability as to the accuracy or completeness of the information
contained in this Prospectus.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Certificates shall, in any
circumstances, constitute a representation or create any implication that the information contained in
this Prospectus is correct subsequent to the date hereof or the date upon which this Prospectus has been
most recently amended or supplemented or that there has been no adverse change, or any event
reasonably likely to involve any adverse change, in the prospects or the financial or trading position of
the Trustee or the Bank since the date hereof or, if later, the date upon which this Prospectus has been
most recently amended or supplemented or that any other information supplied in connection with the

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Certificates is correct at any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
No comment is made, or advice given, by the Trustee, the Delegate, the Agents, the Bank or the Joint
Lead Managers, or any of their respective directors, affiliates, advisers or agents, in respect of taxation
matters relating to the Certificates or the legality of the purchase of the Certificates by an investor under
applicable or similar laws. Any investor in the Certificates should be able to bear the economic risk of
an investment in the Certificates for an indefinite period of time.
The Certificates have not been and will not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S)
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state securities laws. Accordingly, the Certificates may be offered
or sold solely to persons who are not U.S. persons outside the United States in reliance on Regulation
S. Each purchaser of the Certificates is hereby notified that the offer and sale of Certificates to it is
being made in reliance on the exemption from the registration requirements of the Securities Act
provided by Regulation S.
The transaction structure relating to the Certificates (as described in this Prospectus) has been approved
by the Fatwa & Shari'a Supervisory Board of the Bank, the Shariah Advisory Board of Citi Islamic
Investment Bank E.C., the HSBC Global Shariah Supervisory Committee and the Global Shariah
Supervisory Committee of Standard Chartered Bank. Prospective Certificateholders should not rely on
such approvals in deciding whether to make an investment in the Certificates and should consult their
own Shari'a advisers as to whether the proposed transaction described in such approvals is in
compliance with their individual standards of compliance with Shari'a principles.
Each prospective investor is advised to consult its own Shari'a adviser, tax adviser, legal adviser
and business adviser as to Shari'a, tax, legal, business and related matters concerning the
purchase of any Certificates.
This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy Certificates in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
None of the Joint Lead Managers, the Trustee, the Delegate, the Agents or the Bank makes any
representation to any investor in the Certificates regarding the legality of its investment under any
applicable laws. Any investor in the Certificates should be able to bear the economic risk of an
investment in the Certificates for an indefinite period of time.
The distribution of this Prospectus and the offering, sale and delivery of the Certificates in certain
jurisdictions may be restricted by law. None of the Trustee, the Bank, the Joint Lead Managers, the
Delegate or the Agents, or any of their respective directors, affiliates, advisers or agents represents that
this Prospectus may be lawfully distributed, or that Certificates may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assumes any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Trustee, the Bank, the Joint Lead Managers, the
Delegate or the Agents, or any of their respective directors, affiliates, advisers or agents, which is
intended to permit a public offering of the Certificates or distribution of this Prospectus in any
jurisdiction where action for that purpose is required.
Accordingly, the Certificates may not be offered or sold, directly or indirectly, and neither this
Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations.

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If a jurisdiction requires that the offering be made by a licensed broker or dealer and any of the Joint
Lead Managers or any affiliate of the Joint Lead Managers is a licensed broker or dealer in that
jurisdiction, the offering shall be deemed to be made by that Joint Lead Manager or such affiliate on
behalf of the Trustee in such jurisdiction.
Persons into whose possession this Prospectus comes are required by the Trustee, the Bank and the Joint
Lead Managers to inform themselves about and to observe any such restrictions. In particular, there are
restrictions on the distribution of this Prospectus and the offer or sale of the Certificates in the United
States, the United Kingdom (the UK), the European Economic Area (the EEA), the Cayman Islands, the
UAE (excluding the Dubai International Financial Centre), the Dubai International Financial Centre,
the State of Kuwait (Kuwait), the Kingdom of Bahrain, the Kingdom of Saudi Arabia, the State of
Qatar (including the Qatar Financial Centre), Japan, Hong Kong, Malaysia, Singapore and Switzerland.
For a description of the restrictions on offers, sales and deliveries of Certificates and on the distribution
of this Prospectus and other offering material relating to the Certificates, see "Subscription and Sale".
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase Certificates, is
not intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by the Trustee, the Bank, the Delegate, the Agents or the Joint Lead Managers, or any
of their respective directors, affiliates, advisers or agents that any recipient of this Prospectus or any
other information supplied in connection with the issue of the Certificates should subscribe for, or
purchase, the Certificates. Each recipient of this Prospectus should make, and shall be taken to have
made, its own independent investigation and appraisal of the condition (financial or otherwise) and
affairs, and its own appraisal of the creditworthiness, of the Trustee and the Bank. None of the Joint
Lead Managers, the Delegate or any Agent undertakes to review the financial condition or affairs of the
Trustee or the Bank during the life of the arrangements contemplated by this Prospectus nor to advise
any investor or potential investor in the Certificates of any information coming to the attention of any
of the Joint Lead Managers, the Delegate or any Agent. None of the Joint Lead Managers, the Delegate
or the Agents, or any of their directors, affiliates, advisers or agents, accepts any liability in relation to the
information contained in this Prospectus or any other information provided by the Trustee or the Bank
in connection with the Certificates.
The Certificates may not be a suitable investment for all investors. Each potential investor in Certificates
must determine the suitability of its investment in light of its own circumstances. In particular, each
potential investor should, either on its own or with the help of its financial and other professional
advisers:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Certificates,
the merits and risks of investing in the Certificates and the information contained in this
Prospectus;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Certificates and the impact the Certificates
will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Certificates, including where the currency of payment is different from the potential investor's
currency;
(iv)
understand thoroughly the terms of the Certificates and be familiar with the behaviour of any
relevant indices and financial markets; and
(v)
be able to evaluate possible scenarios for economic and other factors that may affect its
investment and its ability to bear the applicable risks.

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The Certificates are complex financial instruments and are high risk and are not a suitable or appropriate
investment for all investors (see, in particular, "MIFID II Product Governance / Professional Investors
and ECPs only Target Market", "PRIIPs Regulation / Prohibition of Sales to Retail Investors in the
EEA" and "PRIIPs Regulation/Prohibition of Sales to Retail Investors in the United Kingdom" below).
In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance
with respect to the offer or sale of securities similar to the Certificates. There are risks inherent in the
holding of the Certificates, including the risks in relation to their subordination and the circumstances
in which holders of the Certificates may suffer loss as a result of holding the Certificates. See "Risk
Factors" for a discussion of certain considerations to be taken into account in connection with an
investment in the Certificates. Sophisticated institutional investors generally do not purchase complex
financial instruments as stand-alone investments. They purchase complex financial instruments as a way
to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall
portfolios. A potential investor should not invest in the Certificates unless it has the expertise (either
alone or with the help of a financial adviser) to evaluate how the Certificates will perform under changing
conditions, the resulting effects on the value of the Certificates and the impact this investment will have
on the potential investor's overall investment portfolio.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to investment laws and regulations, or review or regulation by certain authorities.
Each potential investor should consult its legal advisers to determine whether and to what extent: (a)
the Certificates are legal investments for it; (b) the Certificates can be used as collateral for various
types of financing; and (c) other restrictions apply to its purchase or pledge of any Certificates.
Financial institutions should consult their legal advisers or the appropriate regulators to determine the
appropriate treatment of Certificates under any applicable risk-based capital or similar rules.
STABILISATION
In connection with the issue of the Certificates, Citigroup Global Markets Limited (the Stabilisation
Manager) (or persons acting on behalf of the Stabilisation Manager) may effect transactions with a
view to supporting the market price of the Certificates at a level higher than that which might otherwise
prevail, but in so doing, the Stabilisation Manager shall act as principal and not as agent of the Trustee
or the Bank. However, there is no assurance that the Stabilisation Manager (or persons acting on behalf
of the Stabilisation Manager) will undertake stabilisation action. Any stabilisation action may begin on
or after the Issue Date and, if begun, may be ended at any time, but it must end no later than the earlier
of 30 days after the Issue Date and 60 days after the date of the allotment of the Certificates. Any
stabilisation action conducted by the Stabilisation Manager (or persons acting on behalf of the
Stabilisation Manager) must be conducted in accordance with all applicable laws and rules.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
Some statements in this Prospectus may be deemed to be forward looking statements. The words
"anticipate", "believe", "expect", "plan", "intend", "targets", "aims", "seeks", "estimate", "project",
"will", "would", "may", "could", "continue", "should" and similar expressions are intended to identify
forward looking statements. All statements other than statements of historical fact included in this
Prospectus, including, without limitation, those regarding the financial position of the Bank, or the
business strategy, management plans and objectives for future operations of the Bank, are forward
looking statements. These forward looking statements involve known and unknown risks, uncertainties
and other factors, which may cause the Bank's actual results, performance or achievements, or industry
results, to be materially different from those expressed or implied by these forward looking statements.
These forward-looking statements are contained in the sections entitled "Risk Factors" and "Description
of the Group" and other sections of this Prospectus. The Bank has based these forward looking
statements on the current view of its management with respect to future events and financial
performance. These forward looking statements are based on numerous assumptions regarding the
Bank's present, and future, business strategies and the environment in which the Bank expects to operate

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