International. Bahrain. Banking and finance

Transcription

1 International 1 Bahrain Published by Trowers & Hamlins LLP Sceptre Court 40 Tower Hill London EC3N 4DX t +44 (0) f +44 (0) Trowers & Hamlins LLP is a limited liability partnership registered in England and Wales with registered number OC whose registered office is at Sceptre Court, 40 Tower Hill, London, EC3N 4DX. Trowers & Hamlins LLP is regulated by the Solicitors Regulation Authority. The word partner is used to refer to a member of Trowers & Hamlins LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Trowers & Hamlins LLP s affiliated undertakings. A list of the members of Trowers & Hamlins LLP together with those non-members who are designated as partners is open to inspection at the registered office. Trowers & Hamlins LLP has taken all reasonable precautions to ensure that information contained in this document is accurate but stresses that the content is not intended to be legally comprehensive. Trowers & Hamlins LLP recommends that no action be taken on matters covered in this document without taking full legal advice. Trowers & Hamlins is a modern international law firm, providing the full range of corporate, business and commercial legal services around the globe. Our head office is in the City of London. The firm has been in existence since We have 118 partners and over 700 personnel in total. Our Middle East practice is acknowledged as one of the leading legal practices in the region. We have been operating in the Middle East for approximately 50 years and it is a region to which we are and will continue to be deeply committed. The expertise and experience of our lawyers and the overall strength of and depth of our practice is amply evidenced by our involvement (past and present) in some of the most significant, complex and high profile projects and transactions of recent years. Trowers & Hamlins has offices in Abu Dhabi, Bahrain, Dubai, Egypt and Oman, as well as a formal cooperation arrangement with local law firm Feras Al Shawaf in Saudi Arabia and formal associations in Jordan and Syria. Trowers & Hamlins has been seconding lawyers to the government of Bahrain for over 40 years. Our six-partner Bahrain office is the largest international legal practice in the country. Our lawyers advise an array of international financial institutions, large corporate undertakings and other private sector clients on a wide range of corporate, commercial and banking matters. Banking and finance Since Bahrain is acknowledged as the Gulf's preeminent banking centre, our regional banking and finance team is coordinated from here. The team has significant experience of advising banks, finance houses, governmental and supranational bodies (including a number of export credit agencies), as well as trading houses and corporate and individual borrowers, on a wide range of banking and finance transactions both in Bahrain and across the region. Central Bank of Bahrain We have been appointed by the Central Bank of Bahrain to act as the external administrators of The International Banking Corporation BSC(c), one of two banks in Bahrain affected by the financial difficulties of the Saudi Arabia based Al Gosaibi and Saad Groups. National Bank of Bahrain Mumtalakat financing We acted for the National Bank of Bahrain, as the mandated lead manager and underwriter on a five year syndicated US$500 million dual currency loan and murabaha facility for Bahrain Mumtalakat Holdings Company. US$385 million comprised the conventional part of the facility, whereas the Islamic tranche was US$115 million. We drafted a complete suite of documents for Al Baraka Islamic Bank, which acted as the Islamic facility agent and senior lead arranger of the Islamic tranche of the facility. Kuwait Finance House and Al Salam Bank as well as subsidiaries of the Al Baraka Group joined the Islamic tranche as arrangers. The Arab Banking Corporation participated in the Islamic tranche through ABC Islamic Bank. Gulf Finance House We acted for Gulf Finance House B.S.C in respect of a highly innovative and complex reducing, revolving US$100 million convertible murabaha

2 facility. This transaction was seen as a ground-breaking transaction in the Islamic finance market as it was the first time that a reducing revolving convertible murabaha structure had been linked to notes and where those notes were transferrable, thus potentially permitting sale of those instruments without offending Shari'ah prohibitions on trading of debt. BNP Paribas MENA Private Equity Fund We have recently been instructed by BNP Paribas's new US$300 million MENA private equity fund on its first two acquisitions. The fund is targeting investments in small to medium businesses across the MENA region. Al Baraka Islamic Bank We acted for Al Baraka Islamic Bank BSC(c), in connection with developing offering documentation and an underlying suite of documents for a highly innovative rolling programme of issuance of variable return, mudarabah investment certificates. Unlike Al Baraka's retail restricted and unrestricted mudaraba accounts, this programme is being for established for an indefinite period and will enable Al Baraka to raise capital on an "as needed" basis, to fund its further business activities and expansion, in extending ijara, istisna'a, musharaka and other Shari'ah compliant financing products to its customer base. Corporate/M&A We have developed an outstanding track record in advising a number of blue-chip clients, both from within and outside the region, on substantial and complex corporate finance mandates. The deals upon which we have advised in the last three years have an aggregate value in excess of US$34 billion. Qcon acquisition We advised a consortium including Unicorn Investment Bank, The First Investor and Qatar First Investment Bank on the purchase of Qatar Engineering & Construction Company (Qcon) from Qatar Shipping for US$110 million. Qcon is one of Qatar's leading industrial engineering and construction contracting companies. Tadhamon Capital We acted on a Shari'ah compliant private equity investment for this Yemeni-funded and Bahrain-based investment firm which involved a joint ventue collaboration with a Malaysian operator in the roll-out of a US$200 million waste-to-energy project in Colombo, Sri Lanka. Skaugen Gulf We advised Capital Management House on their acquisition of a substantial minority stake in Skaugen Gulf, a company that operates and plans to acquire a number of further specialised chemical tankers as part of a ship pooling agreement with Norgas of Norway. The mandate saw the client entering into a tri-partite joint venture with Singapore-based shipping operator Skaugen, and the National Oil and Gas Authority of Bahrain. The total equity value of the transaction was just under US$50 million and the total project value (following leverage) is expected to reach US$200 million. IDB Infrastructure Fund Since 2002, we have acted as exclusive retained counsel to the IDB Infrastructure Fund L.P. (IDBIF), one of the largest investment funds available for direct investment in the Middle East Region, and Emerging Markets Partnership (Bahrain) BSC(c), the IDBIF s General Partner and Manager. Headquartered in

3 Bahrain, the IDBIF has commitments of US$730 million and an Islamically structured Complementary Finance Facility of US$200 million. We have acted on all of the IDBIF s investments to date, including deals in Malaysia, Pakistan, Turkey, Saudi Arabia, Bangladesh and Guinea, as well as providing preliminary advice on over 100 other projects. Real Estate We have established ourselves as the market leaders in real estate development and construction advice. Our regional real estate team is led out of Bahrain and advises on the vast majority of large-scale real estate projects taking place on the island, as well as on complex acquisitions, disposals and leasing matters. We believe we have expertise in the legal issues that need to be tackled from conception, through to implementation and the ultimate disposal of a mixed-use development project. Dilmunia We are advising Ithmaar Development Company as development manager of this health island resort, which will include state-of-the-art wellness centres, residential units, hotels and leisure facilities. Among other things, we are advising on the documentation for the development of parcels by third parties, technical services and management agreements for hotels and the creation of a sustainable community governance framework for the We have been appointed as the advisors which is a high-profile Mumtalakat-sponsored project involving the development of a US$3.5 business and entertainment park on a 180 hectare site adjacent to the Bahrain International Circuit in Sakhir. Marsa Al Seef We are advising Marsa Al Seef Real Estate Investment Company on the development of the largest marina project in the Middle East, which will include waterfront and canal-side apartments, retail and leisure units, a commercial park and an education park. Reef Island Bahrain Bay Development We act for Bahrain Bay Development on the landmark US$4 billion Bahrain Bay Development mixed use real estate development project. Over the last five years, we have: acted on the sale of parcels to a multitude of subdevelopers; advised on the future governance regime for the project; negotiated facilities management and utilities agreements; and developed an innovative form of partnering agreement for the professional appointments of contractors and consultants. We act for Lulu Tourism Company B.S.C.(c) in relation to this luxury mixed use hotel, residential and office development off the northern coast of Manam. We are advising on all aspects of the project. We have prepared bespoke sales and management documentation and were instructed on contractors and consultants appointments. We have acted on the sale of various parcels at the development to sub-developers, who will construct in accordance with a masterplan and concept design prepared by our client. We have recently advised on the development control regulations for the project. Infrastructure Bahrain International Airport We are appointed as lead counsel to Bahrain Airport Company, a subsidiary of Mumtalakat, which has been established to take over the operation of Bahrain International Airport. This will include in due course an

4 expansion and redevelopment of the airport, to triple its capacity. Our work has included: the review of over 90 contracts with a view to advising on a structured strategy for overhauling the contractual framework for the Airport; advising on the transfer of the Airport business from the Government to our client; developing a suite of best practice occupational documentation and implementing the suite at every unit in the Airport; advice on the appointment of consultants for the Airport expansion; and drafting and negotiating agreements for the facilities management operation at the Airport. BAPCO retail privatisation We are, in consultation with CRA International Consultants, assisting with the privatisation of the Bahrain Petroleum Company (BAPCO) Retail Division into a separate corporate entity. Ministry of Works We were commissioned by the Ministry of Works in 2006 to draft a new suite of standard form building contracts covering main works and minor works as well as supply chain along with standard forms of consultant appointments for engineers and quantity surveyors. The aim of the new contracts was to develop the Ministry's previous form in line with current international best practice. The new contracts reflect the legal and regulatory requirements of the Kingdom of Bahrain and in a form that is designed to achieve improved efficiency in the way that the Ministry's projects are designed and built. The suite of standard contracts was successfully launched in November Social Housing PPP Tapping into our position as undisputed leaders in the field of social and affordable housing in the UK, we are now acting as lead legal advisors to one of the two shortlisted bidders for the first Social Housing PPP being promoted by the Ministry of Housing of the Government of Bahrain. Telecommunications Trowers & Hamlins' telecommunications practice extends to a full range of regulatory, technical and corporate expertise. We have developed an unparalleled reputation for our telecommunications and corporate work and have been involved in some of the most high profile transactions within the region in recent years. Qatar Telecom (Qtel) QSC Wataniya Acquisition We advised Qtel on its acquisition of a 51% stake of the National Mobile Telecommunications Company of Kuwait (Wataniya) for a consideration of US$3.8 billion. This transaction was at the time the largest ever inter- GCC M&A transaction, the largest ever transaction of shares in a Kuwait Stock Exchange listed company and resulted in Qtel increasing its previous 2 million subscriber base in 2 countries to 12 million subscribers in 9 countries across the Middle East, North Africa and South East Asia. Scarlet Telecom/Belgacom We advised Scarlet of the Netherlands and its parent company Belgacom of Belgium on their acquisition of an important ISP, one of the region's biggest markets. Our assistance on this matter covered advising on the telecoms regulatory regime in the jurisdiction and conducting a review of the legal documentation of the target ISP. France Telecom (Orange) We recently advised France Telecom in relation to its proposed bid for a mobile telecommunications licence in an important Middle Eastern market. The licence in question was subject to a competitive bidding process combining both beauty parade and sealed envelope bid. This work included a substantial component of advising on the corporate structuring of the bidding consortium and the terms of its investment alongside its bidding partner.

5 Cable and Wireless Plc Batelco disposal We acted for Cable and Wireless in relation to its successful disposal of a 20% stake in Bahrain Telecommunications B.S.C. (Batelco). The deal value was US$506 million and was the largest ever transaction of shares in a Bahraini listed company. Our work included structuring the competitive sell-side process as well as the transaction itself and advising on the financial services, stock exchange and telecommunications regulatory frameworks in the Kingdom of Bahrain, structuring around stock exchange regulations and obtaining requisite consents in relation thereto and drafting and negotiating the transaction documentation. Funds Capital Management House We acted for Capital Management House BSC(c) in relation to the establishment of the "GCC Balanced Growth Fund", a Bahrain domiciled, open-ended, Shari'ah-compliant US$200 million fund, created to invest in private and listed equities and other securities issued by companies based in the GCC. Capinnova Investment Bank BSC(c) We acted for Capinnova and their partners, First Leasing Bank and INTL Capital Limited, in the establishment of a Bahrain domiciled US$100 million Shari'ah compliant open-ended equipment Ijara fund, which will investments through an orphan conduit by utilising a unique Sukuk al- Mudaraba structure. Dispute Resolution Electricity and Water Authority We are currently acting for the Electricity and Water Authority in an expert determination in relation to its complex claim for liquidated damages against a power company. The level of the claim exceeds BD4 million. Central Bank of Bahrain Global Investment House KSCC We acted for long-standing client Global Investment House in connection with the establishment of the US$1.5 billion "Global Macro Fund", a closed-ended, exempt, Bahrain domiciled fund into which our client migrated its entire proprietary investment portfolio, comprising a myriad of private equity and real estate interests, listed and other securities holdings and interests in hedge funds and other alternative asset classes. The creation of the fund formed a central plank of our client's larger US$3 billion bank and bond refinancing. Our role as administrator of The International Banking Corporation includes the pursuit of balance sheet assets with a value of around US$3 billion through the implementation of a complex cross-border litigious and non-litigious asset recovery strategy. We have commenced claims against a number of third party borrowers in Saudi Arabia. We also made a successful application in New York for disclosure of documents from a Bank of America account. Industrial project We recently acted for a development and contracting client in the provision of strategic dispute avoidance advice which concluded with the negotiated settlement of certain contractor claims relating to an industrial project in Bahrain. Our advice included liaison with the recently launched Bahrain Chamber of Dispute Resolution.

6 What people say about our Bahrain office "Clients choose the firm because of its excellent name, outstanding relationship-building skills and the personal engagement you get from the partners, who are well connected in the local marketplace and can draw upon international expertise if required." Chambers Global 2010 "'The lawyers here truly believe in client care, offering a priceless standard of service' interviewees agree. The group advises on a broad section of industries and disciplines, and can be called upon to give 'excellent assistance at short notice.' Peers relate that the firm has become an even stronger force in the past few years." Chambers Global 2010 "Neale Downes at Trowers & Hamlins is lauded by clients for his 'strong technical grounding' and for 'the practical and excellent quality of advice' ". Chambers Global 2009 "Clients are full of praise for the key individuals at Trowers & Hamlins, led by 'excellent' partner Dominic O' Neil, whom they describe as 'the premier international legal counsel in Bahrain' 'exhibiting the traits of an elder statesman of international law but at an age that belies belief'." Legal 500 EMEA 2010 "Market observers identify Trowers & Hamlins as the leading firm in Bahrain for real estate matters, praising stand-out real estate specialist Abdul-Haq Mohammed for his 'commitment, breadth of knowledge and understanding of our project and stakeholders'." Legal 500 EMEA 2010 "Abdullah Mutawi is 'always excellent, professional, timely, pro-active, available', while Bill Jefferies 'gets things done'." January 2011 Trowers & Hamlins LLP Ref 01/11 Trowers & Hamlins LLP is a limited liability partnership registered in England and Wales with registered number OC whose registered office is at Sceptre Court, 40 Tower Hill, London, EC3N 4DX. Trowers & Hamlins LLP is regulated by the Solicitors Regulation Authority. The word partner is used to refer to a member of Trowers & Hamlins LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Trowers & Hamlins LLP s affiliated undertakings. A list of the members of Trowers & Hamlins LLP together with those non-members who are designated as partners is open to inspection at the registered office. To be removed from our contacts database, please write your name here: and return this page to Marketing, Trowers & Hamlins LLP, Sceptre Court 40 Tower Hill, London EC3N 4DX or fax it to +44(0) Our partners Dominic O'Neil Abdul-Haq Mohammed t e doneil@trowers.com t e amohammed@trowers.com Neale Downes Jeremy Ingham t e ndownes@trowers.com t e jingham@trowers.com Bill Jefferies Abdullah Mutawi t e bjefferies@trowers.com t e amutawi@trowers.com

7 London (head office) Abu Dhabi Bahrain Sceptre Court 40 Tower Hill London EC3N 4DX United Kingdom Floor P1, Tower C1 Al Bateen Towers Bainuna Street PO Box Abu Dhabi United Arab Emirates 7th Floor West Tower Bahrain World Trade Center P O Box 3012 Manama Bahrain t +44 (0) f +44 (0) e enquiries@trowers.com t (0) f (0) e abudhabi@trowers.com t f e bahrain@trowers.com Cairo Dubai Oman Nour Law Office managed by Trowers & Hamlins 1 El Gabalaya Street 3rd Floor Zamalek Cairo Arab Republic of Egypt BurJurman Business Tower Sheikh Khalifa bin Zayed Road (Trade Centre Road) PO Box Dubai United Arab Emirates Al Jawhara Building Al Muntazh Street Shatti Al Qurum PO Box 2991, PC112 Muscat Sultanate of Oman t +20 (0) f +20 (0) e egypt@trowers.com Saudi Arabia Feras Al Shawaf, Law Firm in cooperation with Trowers & Hamlins P.O.Box Riyadh Olaya, Prince Sultan St. Kingdom of Saudi Arabia t f Feras Al Shawaf e feras@alshawaflaw.com t +971 (0) f +971 (0) e dubai@trowers.com Syria Sultans Law Al-Kawakbi Aleppo Syria P.O Box 9001 t f Sultans Law e samer.sultan@sultanslaw.com t f e oman@trowers.com