GLA & Co is pleased to announce that it has acted as Kuwait counsel to the Joint Lead Managers, KFH Capital Investment Company K.S.C.C. (“KFH Capital”), Kuwait Financial Centre K.P.S.C. (“Markaz”) and Warba Bank K.S.C.P. (“Warba Bank“) (in its capacity as Joint Lead Manager), on Warba Bank’s successful issuance of KD 80 million (approx. USD 260 million) Additional Tier 1 Capital Certificates (the “AT1 Sukuk”) through its special purpose vehicle, Warba Tier 1 Sukuk (4) Limited.

The perpetual AT1 Sukuk were issued on 27 October 2026 and priced at an initial profit rate of 5.50% per annum, representing a margin of 200 basis points over the Central Bank of Kuwait’s discount rate. Structured as a Mudaraba, with Warba Bank acting as Mudareb and investing the proceeds through its General Mudaraba Pool, the AT1 Sukuk qualify as Additional Tier 1 capital of the Bank under the Central Bank of Kuwait’s Basel III capital adequacy instructions for Islamic banks, strengthening the Bank’s capital position in support of its growth strategy.

GLA & Co advised the Joint Lead Managers on all Kuwait law aspects of the transaction, including the Kuwait private placement of the AT1 Sukuk to Professional Clients in accordance with the rules of the Capital Markets Authority, the Kuwait-specific offering disclosure, and the review of the English law-governed transaction documents, including the Declaration of Trust, Mudaraba Agreement and Agency Agreement, from a Kuwait law and practice perspective.

Nader Al Awadhi, Senior Partner at GLA & Co, remarked on the deal, “Warba Bank’s KD 80 million AT1 Sukuk is an important transaction for Kuwait’s Islamic capital markets, particularly against the backdrop of current geopolitical developments, and we are proud to have supported the Joint Lead Managers in bringing it to such a successful close. This mandate once again demonstrates GLA & Co’s capital markets expertise in the region, and our ability to deliver the local law insight that market participants rely on when executing complex, Shari’a-compliant regulatory capital instruments.”

Alex Saleh, Managing Partner, stated, “I had the privilege of working on one of the first Sukuk transactions in Kuwait more than 25 years ago, and it has been incredibly rewarding to watch the Kuwaiti Sukuk market mature into what it is today. Over that time, we have been able to help develop the transaction structures and documents that work from a Kuwait law and practice standpoint. That experience is particularly valuable on an AT1 instrument such as this one, which brings together English law documentation, the Central Bank of Kuwait’s capital requirements and the Capital Markets Authority’s offering rules. We thank Warba Bank, KFH Capital and Markaz for their trust and congratulate Warba Bank on another successful issuance.”

GLA & Co would like to extend its appreciation to the team members who played a pivotal role in this transaction. The team was led by Alex Saleh, Managing Partner, and Ashraf Hendi, Head of Banking & Finance, with Senior Associate Jehan Saleh and Associates Maryam Tarek and Fahad Al Zouman.

GLA & Company is a full-service regional law firm providing strategic, cost-effective and forward-thinking legal representation for companies seeking to do business in the Middle East and North Africa. With offices across all major MENA jurisdictions including Kuwait, KSA, UAE, Qatar, Oman, Bahrain, Egypt and Iraq, the firm advises on corporate and M&A, banking and finance, capital markets, competition, commercial, data and technology, and disputes matters across the region.