Reducing risks and boosting growth in Saudi Arabia and the GCC


Estimated reading time: 8 minutes

The global economy has always undergone changes. From the agrarian-based economy in the 18th century to the advent of the Industrial Revolution, from sailboats to steamships, there has always been a shift in economy, industry, and, ultimately the dynamics of a country.

In 2024, we are in the midst of yet another transformative era as we transition the international trade industry to a more digital state.

To discuss some of the digital development occurring in Saudi Arabia, TFG’s Brian Canup (BC) spoke with Sean Bowey (SB), Head of Product, Global Trade and Receivables Finance, SAB, and Neil Shonhard (NS), Chief Executive Officer, MonetaGo.

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BC: To start, could you give us your broad perspective on the main areas to focus on to promote continued growth across the Middle East?

SB: Starting with the big picture, Saudi Arabia’s Vision 2030 is concentrated on the growth of the non-oil economy. 

Coupled with that, there’s a significant push towards becoming a fully digital banking environment. This is crucial because a robust digital public infrastructure, paired with a young, technologically adept population, begins to remove much of the friction traditionally associated with trade. 

There is also growing entrepreneurship, which is supported by enhancing SME growth through various government schemes and funds, such as guarantee schemes, but also by creating a digital public infrastructure that simplifies overcoming traditional challenges in this space.

The digital identity and the infrastructure to support it are very strong. We’re also seeing a strengthening infrastructure to support invoice validation, which isn’t just for its own sake. 

This setup allows us, as banks, to inject more liquidity into the space because the traditional roadblocks are removed—KYC becomes a lot easier as we get feeds directly from the government’s digital infrastructure. 

The fraud risk in terms of trade and invoice financing is also reduced because we can tap into third-party validation through trusted platforms, such as VAT tax platforms and invoice finance validation through platforms. 

These, I think, are often overlooked factors in terms of economic growth, but you have to create that underlying infrastructure, those underlying conditions for that growth to happen.

BC: Moving to technology, how do tech providers like MonetaGo slot in and support removing risk?

NS: Focusing on Saudi Arabia here, we know that just 5% of lending in KSA is to the SME sector. That needs to be drastically improved. From a MonetaGo perspective, having tools like ours can help create safer, more trusted financing ecosystems, which is what Saudi Arabia is after.

With innovative solutions, banks can have increased confidence in extending their books of business, which is key to increasing trade growth. Cross-border interoperability within the GCC is also key, both for Saudi Arabia and the wider region. 

We’re engaged in expanding our interoperable and scalable solution through the GCC. Many of the banks that we’ve spoken to in the region have remits to extend their supply chain finance books. Having the ability to validate transaction data in Saudi Arabia is obviously key, but having interoperability across countries or regionally is also key.

BC: Sean, could you expand on the market for supply chain finance and how it’s developing in the region?

SB: It’s still a relatively nascent market for this form of finance. It’s experienced growth starting in the US, with Asia and Europe following suit. However, this market is still relatively immature from a product perspective and from corporate acceptance of the product, although it is developing quickly and there’s interest in the product. 

It is also an easier means for the banks to demonstrate that they’re supporting the SME sector. This, of course, is the easiest way to do it because you’re taking that corporate balance sheet and that corporate risk and using that to inject liquidity into the SME sector.

BC: What are the challenges with expanding further into the SME working capital cycle?

SB: The real trick for SAB is how do we get further into the working capital cycle of the SME? Obviously, traditional payables finance is only after the acceptance of the invoice. 

We want to be able to find a way to support the pre-acceptance, the pre-shipment, and the build phase of the working capital cycle for those SMEs, which is where they really need that additional support. 

Why don’t we typically do this? It comes back to Neil’s points. It’s the fraud risk and the credit risk in that space.

BC: So how does emerging technology play into this de-risking agenda?

NS: It’s crucial for banks like SAB, which operate regionally, to have an interconnected and interoperable technology infrastructure. This infrastructure not only validates transaction data for fraud prevention locally but also does so on a regional scale. 

Connection to things like the Saudi tax registry ZATCA, or connection to data aggregators like Lloyds List Intelligence and S&P Global for price validation, both domestically and regionally, enhances the utility of this infrastructure. It not only fosters wider adoption but also simplifies the user experience for banks.

SB: That’s exactly it. For SAB, it’s a slightly different situation as a local, domestic bank in Saudi. Cross-border financing is limited by banking regulations. However, we leverage the HSBC network to achieve that global and regional bank effect. 

The necessary technologies are in place to establish an infrastructure that provides third-party validation for the elements fundamental to financing. So as a bank, I’m looking for a digital trigger for financing, taking out as much of the fraud risk as possible from the equation. 

In the region, practices like double financing of invoices and circular financing, where related parties circulate and finance the same invoices among themselves, are quite prevalent. However, current technologies are effectively reducing these issues, enabling banks to inject liquidity with greater confidence.

BC: What are the regulatory challenges in keeping up with digital evolution?

SB: Regulation usually lags a bit behind digital evolution; that’s the nature of it. Regulators in this region tend to be engaged and forward thinking and receptive to input in terms of regulation.

Broadly speaking, the legal regulatory framework for banking has kept pace and is moving in the right direction. I think the one where we would see the benefit, in terms of Saudi becoming a trade hub, is the adoption of MLETR-compliant legislation locally, especially after the UK has adopted ETDA, and France and the US are making strides.

So if Saudi wants to become a regional trade hub, I think it would do well to accelerate adoption and I know that work is underway considering that regulation. 

There’s a digital platform, the Nafith Platform, for promissory notes, for example, which underpins a lot of the financing in Saudi Arabia. 

There’s a digital platform as part of the digital public infrastructure run by the Ministry of Justice that creates promissory notes, which if they come through that platform, are guaranteed to be enforceable.

BC: Do you see Saudi acting as a catalyst for other countries in the region to enhance their trade and regulatory frameworks?

NS: Vision 2030 set a trend. Other countries followed with different vision statements. Saudi Arabia has a knack for setting fashion or the pace, and one would hope that other countries in the region are willing and able to adopt innovative technologies for the benefit of trade, risk prevention, risk mitigation, and digitalisation.

SB: And I think in terms of adoption of specific legislation, I know that the DIFC recently adopted what they deemed to be MLETR-compliant legislation. Bahrain and the Abu Dhabi Global Market have already adopted legislation. So some jurisdictions are a bit ahead, but it hasn’t really gained traction yet. 

Whereas, I think if Saudi adopted legislation and started doing transactions, I think it would have a snowball effect within the region.

BC: Returning to the topic of fraud prevention, what type of economic changes could be expected if these programs and technologies are implemented more widely? 

NS: Using MonetaGo’s experience in India as a case study, we’ve observed exponential growth from creating safer financing environments. The focus on previously neglected sectors like the SME and MSME sectors has multiple benefits. 

More financing translates into more economic growth; more goods produced, and more taxes generated. Additionally, increasing confidence in credit insurance, which might have been reluctant to underwrite in certain markets previously, catalyses even more lending. 

This results in a domino effect—governments collect more revenue, businesses thrive, and banks profit. Ultimately, leading to widespread socio-economic benefits both nationally and regionally.

BC: Could you outline key next steps to advance the technology and fraud prevention industries? 

NS: From the fintech perspective, agility is key. Governments can sometimes be slower to act, which is where partnerships between public and private sectors become essential to accelerate the time to market and subsequent benefits of these solutions. 

An example is Swift; realising they weren’t agile enough to deploy necessary value-added services, they initiated a partner program, which led to our partnership with them creating a global standard for fraud prevention. 

This standard has expedited our collaborations with central banks and other public entities, enhancing our impact across the GCC and globally. Such partnerships are crucial for thriving business and financing ecosystems.

SB: Absolutely, Neil’s point about the synergy between agile fintechs and the more methodical governmental approach is crucial. Saudi Arabia and other governments in the region are quite forward-thinking and plan strategically to incorporate these advancements. 

The drive often stems from practical use cases provided by corporates and fintechs. As a bank, we may not always be as nimble, but we are committed to supporting any development that facilitates our operations—more digital trigger points and controls mean a smoother process in trade finance. 

We’re very keen on anything that bolsters this environment, as it ultimately simplifies our work and enhances the services we can provide.



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Standard Chartered announces USD235 million green loan financing for USA solar module manufacturing plant


Estimated reading time: 2 minutes

7 August, New York, USA – Standard Chartered announces the successful closing of a six-year USD235 million non-recourse senior secured term green loan facility to fund the development, construction, and operation of a 1.35 million square foot solar photovoltaic manufacturing plant in Wilmer, Texas, USA, for Trinasolar, a leading global renewable company.

Standard Chartered was the sole lead structuring bank and bookrunner for the financing and acted as Green Loan Coordinator, as well as a Joint Lead Arranger, Lender, and Hedge Counterparty. The transaction is one of the first solar panel manufacturing facilities to be financed on a non-recourse basis in the USA.

The new manufacturing plant will include seven solar photovoltaic panel assembly lines producing three types of solar modules for utility-scale, commercial and industrial, and residential-scale solar with a total output of 5.0 GWdc per year. This project helps improve the country’s renewable energy mix and transition to cleaner energy and, once fully operational, will bring 1,500 new local jobs.

Jerry Sen Wu, Group CFO, Trinasolar said: “We are delighted to announce the successful signing and funding of our first syndicated projected financing with Standard Chartered, marking the first non-recourse syndicated project financing in the United States raised by a PV module manufacturer and renewable enterprise. We extend our heartfelt appreciation to Standard Chartered and all our banking partners for their unwavering support in our mission to bring “Solar Energy for All,” lead industry innovation, and uphold environmental protection as a core aspect of our corporate social responsibility.”

Sridhar Nagarajan, Regional Head, Project Export Finance, Europe and Americas, Standard Chartered said: “Trinasolar is a longstanding client, and we are delighted to assist them again in this new green project financing. In addition to boosting job creation locally in Texas, this new state-of-the-art solar panel plant will strengthen Trinasolar US’s leading position in the local solar market. We are proud to have played a key role in this project which allows us to bring to life our commitment to working with clients towards net zero using our ability to provide comprehensive, innovative, and bespoke sustainable financing solutions.” 

This financing follows a USD250 million[1] Syndicated Green Loan for Trinasolar in 2022, for which Standard Chartered was the Sole Mandated Lead Arranger, Bookrunner and Green Loan Coordinator. The loan was used for electricity generation using solar photovoltaic technology.



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UK and Poland target green exports with €249 million financing for solar project


Estimated reading time: 4 minutes

The Standard Chartered loan will be guaranteed by UK Export Finance and Poland’s export credit agency KUKE and supports a solar project in Turkey.

UK and Poland target green exports with €249 million financing for solar

Picture (2023) from Kalyon’s Karapınar Solar Power Plant (Scada Building), the previous Kalyon project which UKEF financed in 2021.

Export credit support enables the construction of Turkey’s second-largest solar project to date.

Deal supports UK jobs in renewable-energy sector supply chain, particularly in the Midlands, and creates new business opportunities for Polish companies in Turkey.

Upon completion, the solar project has the potential to power over 65,000 households per year in Turkey with renewable energy.   

UK Export Finance (UKEF) and KUKE, the UK and Polish export credit agencies, have guaranteed a €249 million loan being arranged by Standard Chartered Bank for Turkish renewable energy investment company Kalyon Enerji, enabling the construction of Turkey’s second-largest solar project to date. This deal is expected to support UK jobs in the renewable-energy sector supply chain, particularly in the Midlands.

The 390MWp project entails the construction and operation of solar power plants at seven separate sites, with aggregate power generating capacity of 390 MWp across the provinces of Bor-Nigde, Gaziantep and Sanliurfa-Viransehir. Upon completion, the project could generate enough renewable electricity to power over 65,000 households in Turkey annually.[1]

British exporter GE Vernova – via its subsidiary UK Grid Solutions Ltd – will supply and install inverter stations, power-plant controllers and other critical equipment. This is expected to directly support British jobs at GE Vernova’s Staffordshire site, as well as jobs in the wider UK supply chain.

Polish exporters will deliver security systems (including both software and equipment) and steel components for the project. This is set to create jobs in manufacturing and logistics sectors.

Standard Chartered acted as Structuring Bank, Green Loan Coordinator, Lead Arranger and Lender. The financing is guaranteed by a 100% UKEF guarantee, with over €122 million reinsured by KUKE, Poland’s export credit agency.  

Renewable energy represents 54% of the total installed electricity capacity in Turkey.[2] This new project will increase the availability of renewable energy in Turkey and deliver on UKEF’s commitment to supporting the global transition towards low-carbon economies.  

Gareth Thomas, UK Minister for Exports, said:

“Our mission is to grow the economy, including through boosting exports so British businesses can sell their world-class goods and services around the world. This announcement will support jobs and businesses across the country, especially in the Midlands, and support the global transition toward cleaner energy. It also demonstrates how UK Export Finance can help businesses grow, export and boost economic growth.”

Piotr Maciaszek, Director of Insurance and International Relations Department, KUKE, said:

“This contract in the green technology sector proves that Polish companies have broad competences and can provide products and services of the highest quality. Thanks to the support of KUKE, Polish entities are more often involved in the implementation of infrastructure projects in Africa, the Middle East and Asia. We hope to announce further transactions this year with significant involvement from Polish businesses, meeting large investment needs around the world whilst improving many people’s quality of life.

Uday Mathur, Global Leader, Capital Markets, GE Vernova, said:

“We have a long-term, successful partnership with UK Export Finance in Türkiye, enabling GE Vernova to continue offering clients competitive financing solutions for solar and storage technology. GE Vernova has helped deliver approximately 2.8 GW of solar capacity in Türkiye with an extended equipment scope and a services package. We are proud to have delivered yet another landmark financing in Türkiye through successful collaboration with Kalyon Enerji and UK Export Finance.” 

Yoshi Ichikawa, Head of Structured Export Finance for Europe, Standard Chartered, said:

“Through this important multi-site solar project in Türkiye, we were able to showcase our expertise to structure this Green Loan financing supported by UKEF and KUKE and contribute to our strategic priorities to help accelerate our clients’ transition to net zero. With our unique expertise in sustainable finance and a track record in financing renewable projects, we are proud to help shape the future of communities in our footprint.”

Dr. Murtaza Ata, CEO of Kalyon Enerji, added:

“We are proud to be a driving force behind Türkiye’s transition to clean energy. In 2023, we became fully operational in Kalyon Enerji’s Karapınar Solar Power Plant, which is the largest solar power plant in Türkiye and Europe, contributing 11% of the solar power generated in Türkiye. This is Kalyon Enerji’s second transaction with UKEF and GE Vernova, for the second largest solar project in Türkiye to date. Thanks to our business partners for their support, by investing in renewable energy projects, we’re not only providing sustainable energy solutions, but also creating jobs and contributing to Türkiye’s energy independence using renewable energy sources.”



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Adapting to changing compliance and regulation in the age of data and digitalisation


Estimated reading time: 6 minutes

Data is king, especially as the industry slowly but surely embraces the move towards full digitalisation.

Increased digitalisation, and the mountains of data that comes alongside the transition also requires additional regulation and collaboration.

With this in mind, TFG spoke to Jonathan Dixon, Head of Surveillance at eflow Global.

1. Please give a quick introduction for our readers. Who are you, what is your background?

I’m Jonathan Dixon and I’m Head of Surveillance at eflow Global. In the first part of my career, I worked in business analysis, focusing on data and management information (MI). The second half of my career has been dedicated to trade surveillance. I’ve had the opportunity to work with a range of institutions, including tier-one banks, consultancies, crypto exchanges, and vendors.

Throughout these years, I’ve spearheaded the implementation of trade surveillance systems, the development of comprehensive risk assessments, and building and leading specialist teams. 

2. How does eflow Global utilise technology to enhance regulatory compliance and operational efficiency for its clients?

I would say there are several facets to this question. At a high level, we offer trade surveillance, eComms surveillance, best execution, and transaction reporting solutions to fulfil the regulatory obligations that firms face under the likes of the FCA, SEC and FINRA, in addition to specific regulations such as MAR, EMIR Refit and MiFID II, to name just a few.

Our utilisation of technology is relatively novel, particularly through highly configurable, contextual parameterisation. This means we don’t just look at parameters related to potential market abuse, but also the surrounding context. For example, instead of only examining a price movement in a given instrument, we consider the instrument’s volatility over the previous 90 days. This helps us determine if the movements in question are significant relative to their typical behaviour.

Our technology also offers advanced graphical visualisations and highly efficient, automated workflows. These tools facilitate the escalation of alerts between users and management and provide valuable management information. Together, these features help build a truly holistic regulatory solution.

By combining trade surveillance, which is retrospective, with e-comms surveillance, which is prospective, we have created a comprehensive tool for our clients. The trade surveillance element monitors orders placed and trades executed, while the e-comms surveillance tracks communications to identify potential indications of market abuse before it’s taken place. Combining these two perspectives allows us to build a holistic picture that greatly reduces the volume of false positives compliance teams need to review and helps them to get to their risk quicker.

While our technology uses AI and machine learning to improve efficiency, it’s also important to state that we don’t rely on it solely to reduce false positives. This is because we believe in maintaining accountability for setting parameters and thresholds, which helps firms to avoid the pitfall of deferring to a computer’s decisions without explanation. Instead, we provide efficient methods to minimise false positives by analysing market conditions and how trades were executed in context.

3. What are the key challenges that financial institutions face today in terms of compliance?

The first challenge is the size, scale, and scope of the data that firms are dealing with. They are expected to process data from disparate sources and in huge volumes. So, how do they deal with and integrate this data into trade surveillance systems? And how do they then analyse, draw inferences and generate alerts from it?

Each of our regulatory modules are built upon a single system architecture, known as PATH. This is data agnostic, which is critical in addressing these challenges. This means it can consume vast amounts of data from multiple disparate sources and run our trade surveillance, eComms and best execution platforms on top of it. Essentially, we can ingest the data, process it efficiently, and use it to drive all of the required alerts.

When it comes to ensuring firms adhere to regulatory rules, there are two key elements. The first is maintaining compliance by conforming with their risk assessments. While firms must ultimately own this process – by identifying potential risks in their trading activities and conducting assessments to mitigate these risks – eflow provides a platform that facilitates quicker identification of these risks and generates the necessary alerts.

Collaborating with clients is also a step key to share insights from other similar firms, such as buy-side firms and retail brokers, for example. This helps us provide industry-standard guidelines and assist clients on their compliance journey. However, clients must still take responsibility for their own risk management, and our role is to help them identify and address these risks more efficiently.

There are two main points to address here. Firstly, on a general level, it’s crucial for firms to have robust risk assessments and processes in place. This was highlighted by the fines imposed on Citigroup and ADM Investor Services in 2023. These fines were not for actual abuses taking place, but for failing to have adequate risk assessments and processes to mitigate those risks. Citigroup, for example, was fined £27.766 million for not having risk assessments related to algorithmic trading and high-frequency trading. 

This does not mean their algorithms were causing market abuse, but rather that they lacked the necessary processes to mitigate potential risks. Regulators like the FCA are not just penalising firms for committing abuse but also for failing to have preventive measures in place.

We help mitigate these risks by providing a platform that inherently supports compliance and risk management. Our system ensures that firms can effectively manage and mitigate their risks, simply by using our technology.

Secondly, regarding the future of technology in regulatory compliance, the FCA’s ongoing Tech Sprint is a significant development. This initiative focuses on how AI and machine learning can solve various problems within the trade surveillance space. I am actively involved in this effort, and it underscores the regulator’s interest in not just current risk mitigation practices but also future capabilities. AI will play a crucial role in this.

While there are concerns about AI being used to perpetrate market abuse, as demonstrated by Apollo Research where AI used insider information to make a trade and then cover it up, the real value lies in using AI to identify causal relationships between different asset classes, products, and markets. 

For instance, let’s imagine that an aviation parts supplier has a longstanding relationship with an aeroplane manufacturer. If the manufacturer wins a new global contract that means they’ll be purchasing large volumes of parts from the supplier, the stock price of the supplier is highly likely to increase. The question is whether AI will be sophisticated enough to identify the causal effect of these individual events and join the dots.

By understanding these relationships, AI can help firms identify and mitigate risks more effectively. It’s not about using a black box to decide what alerts should be generated, but about using AI to identify these relationships and get to the root of the risk.

Ultimately, firms need to make a concerted effort to understand their risks and mitigate them effectively using SaaS solutions. While we would like firms to choose eflow’s technology, the key is to use explainable methods to identify and manage risks as efficiently as possible.



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ADB and Dashen Bank partner to boost trade finance in Ethiopia


Estimated reading time: 2 minutes

The African Development Bank (ADB) Group has approved a $40 million transaction guarantee facility for Dashen Bank, aimed at enhancing trade finance activities in Ethiopia.

Nnenna Nwabufo, Director General of East Africa at ADB, said, “This facility underscores our commitment to supporting trade in Africa. By partnering with Dashen Bank, we’re leveraging their extensive knowledge and network in Ethiopia to drive economic growth through improved trade finance capabilities.”

The collaboration aims to provide crucial support to small and medium-sized enterprises (SMEs) and facilitate import-export trade finance requirements for local corporates. It also aligns with the agenda of the African Continental Free Trade Area (AfCFTA) by promoting intra-Africa trade.

Key aspects of the facility include:

  • Risk mitigation: Providing up to 100% guarantee to confirming banks against non-payment risks from letters of credit and similar trade finance instruments issued by Dashen Bank.
  • SME support: Focusing on enhancing trade finance access for small and medium-sized enterprises.
  • Intra-Africa trade: Promoting cross-border trade within the continent, supporting AfCFTA objectives.
  • Economic sector development: Supporting key sectors such as agriculture and manufacturing.
  • Regional expansion: Enabling Dashen Bank to expand its trade services across the region.

Asfaw Alemu, CEO of Dashen Bank, said, “This guarantee facility is instrumental in expanding our bank’s trade services. The engagement with ADB has not only secured this vital funding but has also equipped us with invaluable best practices to elevate our banking standards.”

The facility is expected to play a significant role in supporting local African banks, particularly in low-income countries and transition states, by mitigating risks associated with trade finance operations.

This partnership between ADB and Dashen Bank represents a strategic step towards strengthening Ethiopia’s position in regional and international trade, while simultaneously supporting the country’s economic development through enhanced SME capabilities and sector-specific growth.



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BII and DP World partner to develop DRC’s first Deepwater Container Port


Estimated reading time: 2 minutes

British International Investment (BII), the UK’s development finance institution and impact investor, has committed up to $35 million towards the development of the Democratic Republic of the Congo’s (DRC) first deepwater container port.

The Port of Banana is set to be developed in phases with gradually increasing capacity and will be a cornerstone of DRC’s trade infrastructure. Connected to a network including a free zone and multimodal logistics infrastructure, it will economically benefit the 54 million people living along the 578km Banana-Matadi-Kinshasa trade corridor.

Chris Chijiutomi, Managing Director and Head of Africa for BII, said, “The Port of Banana will play a major role in supporting the economic aspirations of millions living in the DRC. This investment forms part of BII’s ongoing commitment to investing in key sectors in Africa, with further projects under development in the region.”

The collaboration aims to unlock the DRC’s international trading potential and enhance economic growth. Key aspects of the project include:

  • Job creation: Expected to generate approximately 85,000 new jobs.
  • Trade boost: Projected to facilitate an additional $1.12 billion in trade annually.
  • Economic impact: Anticipated to increase economic output by $429 million per year, equivalent to a 0.65% increase in the DRC’s GDP.
  • Trade cost reduction: Expected to cut trade costs in the DRC by 12%.

The Port of Banana project is an extension of the existing partnership between BII and DP World, which began with port modernisation and expansion projects in Senegal, Egypt, and Somaliland in 2021.

Mohammed Akoojee, CEO of sub-Saharan Africa for DP World, said, “This project is a significant step towards enhancing the DRC’s trade infrastructure, unlocking economic potential, and creating jobs. By reducing trade costs and improving access to global markets, we aim to support the DRC’s growth and prosperity.”

As the sole maritime gateway for containerised goods, the port will ensure the DRC’s logistical independence and trade sovereignty. As such, essential imported goods will become more affordable and accessible to millions. It’s also expected to significantly boost economic welfare for rural households, increasing the number of new jobs in agriculture by about one-third.

This partnership between BII and DP World represents a strategic step towards improving Africa’s trade infrastructure and supporting economic development in the DRC and the broader region.



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a victory for market practice, or just a warning on how to draft?


Estimated reading time: 5 minutes

The Court of Appeal has reversed a decision regarding an offer under a Bankers Association for Finance and Trade (BAFT) Master Risk Participation Agreement (MRPA), in a case between Kimura Commodity Trade Finance Fund Limited and Yieldpoint Stable Value Fund, LP.

Explaining the BAFT MRPA

The BAFT MRPA – the most recent version of which was released in 2018 with a few updates since – has been regarded as a market standard document by which holders of trade assets such as loans, receivables and contingent payments (e.g. letters of credit) can act as sellers of participations in the risk in those assets to a counterparty, the participant.

The sale can either be funded, where the seller receives payment upfront from the participant, or unfunded, where the participant only pays if there is a default.

The purpose of such an arrangement is to transfer the credit risk of default in the underlying transaction from seller to participant. The seller sells ‘without recourse’ to itself and leaves the participant to take the risk of non-payment in the underlying transaction by obtaining recourse against the obligor in that transaction – the recourse party.

The parties enter into the BAFT MRPA which, as its description implies, is a master agreement so either party can be a seller or participant in a specific transaction. The mechanism is to document the participation by an Offer under which the seller offers to sell and the participant agrees to purchase a participation. So far so good?

The current case

In this case, Kimura was the seller and Yieldpoint was the participant. The parties had a BAFT MRPA and the specific transaction was documented by way of an Offer and Acceptance – and this is where the problem emerged.

The parties appear to have discussed the fact that Kimura wanted to have a funded participation and so transfer the risk of non-payment to Yieldpoint. Yieldpoint wanted to participate for only a limited period even though the underlying transaction might not have the same maturity.

In an attempt to reflect what Yieldpoint wanted, a maturity date was inserted into the Offer without any further qualifications or provisions.

By the time of the maturity date of the participation, the obligor had not repaid the underlying transaction. Yieldpoint claimed its funding back. Kimura resisted, arguing that that Yieldpoint had recourse only to the obligor and it had not paid.

The decision

The exact terms of what the parties intended were the subject of the court decision. The court at first instance accepted Yieldpoint’s argument that, because of the maturity date provision in the Offer, the participation was to be repaid on its maturity date without regard to the position in the underlying transaction. 

That drove a coach and horses through the without-recourse structure of the BAFT MRPA. However, the document does say that in case of conflict, the terms of the Offer prevail.

Now, the question is whether a simple change – like inserting a maturity date – was sufficient to turn the participation into one of full recourse or not.

Fortunately for Kimura, the Court of Appeal reversed the decision and held that participations under a BAFT MRPA, including this specific Offer, were indeed without recourse to the seller. Notwithstanding the insertion of a maturity date, that was not sufficient to make Kimura liable. So Yieldpoint was only entitled to repayment of its participation if the obligor had repaid.

Outcomes

People will argue whether the case was rightly decided or not. 

The fact that the parties litigated is a stark reminder of what can happen if a transaction does not go how the parties envisaged. Simply put, Kimura wanted funding and would have regarded their document as achieving funding on a without-recourse basis. 

Yieldpoint appeared to believe that they were funding Kimura but without concern for what might happen in the underlying transaction.

At first glance, this seemingly strange conclusion turned on whether inserting a maturity date achieved the complete reversal of what a BAFT MRPA is normally used for. In other words, ignoring all the provisions about an obligor being a Recourse Party and the seller’s obligation being limited to paying over Recoveries – these being defined terms in the BAFT MRPA.

The fact that Yieldpoint convinced a judge of their argument is a lesson in itself, but the reversal by the Court of Appeal would appear to restore reason and reflect the support of the BAFT MRPA structure of a without-recourse sale by the seller with recourse limited to the Recourse Party.

How will the BAFT MRPA be used in the future?

If funding is to be by way of full recourse then perhaps using the BAFT MRPA is not the best way of proceeding. Or, if it is to be used, then it would be beneficial to include far more detail on what exactly is being agreed upon.

Maturity dates per se may work to this end, but where they do not exactly reflect the repayment date of the underlying transaction, care must be taken to reflect whether or not repayment of the participation is contingent or not.

Perhaps the main conclusion to draw is that careful drafting is needed when reflecting whatever is the subject of an Offer. The BAFT MRPA form of Offer is but a list of headings to be completed correctly to reflect what is offered and on what terms. 

Failure to be specific can result in potentially costly litigation and an unpredictable result.



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ABN AMRO Bank implements CBA’s IBAS transaction due diligence software, for trade finance compliance


Estimated reading time: 2 minutes

ABN AMRO Bank, the third-largest Dutch bank, has gone live using Commercial Banking Applications AS (CBA)’s IBAS transaction due diligence functionality, to help combat financial crime and ensure full regulatory compliance.

The platform underpinning this implementation is CBA’s IBAS GBF (Global Banking Factory), a software solution designed to streamline and automate end-to-end banking processes. The ABN AMRO Bank worked with CBA to apply this software across its global trade finance operations.

To enhance the bank’s capability to combat financial crime, satisfy internal and external audit requirements, and ensure regulatory compliance, the software includes:

  • Automatic monitoring: Tracks all trade finance transactions for suspicious activity.
  • Customisable rules: Allows banks to design and optimise due diligence structures.
  • Regulatory compliance: Meets both local and international regulatory requirements.
  • Audit trail: Provides a complete record of all due diligence activities.
  • Flexibility: Can be used alongside various IBAS banking products.

Frans Westdorp, Product Owner of Trade Finance at ABN AMRO Bank, said, “There are lots of new requirements and demands on the trade finance industry for which we have relied on our close partnership with CBA in evolving IBAS. 

“By automatically monitoring all trade finance transactions for consistency against historical information, we can quickly flag up anything suspicious that requires investigation and show a complete audit trail.”

The implementation follows a five-year agreement signed between CBA and ABN AMRO Bank in 2023, reflecting the bank’s attempts towards innovation in trade finance.

This partnership between ABN AMRO Bank and CBA represents a significant step towards enhancing compliance and risk management in the trade finance sector, setting a precedent for other financial institutions facing similar regulatory challenges.

Rolf Hauge, CEO of CBA, said, “Transaction due diligence is something every bank will need in the future as requirements from domestic and international regulators increase. ABN AMRO Bank is forward-thinking in using IBAS to automate the transaction monitoring and compliance process.”



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