Allen & Overy in the Middle East

Home , Dalma (island), Energy (Dubai Metro), First Gulf Bank, Sweihan, Watania

2019

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Clients praise the firm as “really cutting-edge in their approach. The quality of their work in many respects is unparalleled. It’s very good to have them working with you.”

Chambers Global 2019 (Middle East Projects & Energy)

“Allen & Overy LLP provides ‘excellent advice, combining technical expertise and commerciality’ .”

Legal 500 2018 (UAE, Real Estate)

“Allen & Overy LLP handles big-ticket deals across the UAE and the wider Middle East.”

Legal 500 2017 (UAE)

Contents

Covering your needs – Supporting you globally 4 Allen & Overy in the Middle East 6 Our regional presence 8 Independent market recognition 10 Awards 11 Sector expertise 13 Banking 14 Project finance 15 Financial services regulatory 17 Corporate and M&A 19 Telecommunications, Media and Technology 22 Equity capital markets 24 Debt capital markets 26 Industry recognition 28 Investment funds 32 Litigation and arbitration 34 Real estate and hospitality 36 Construction 39 Key contacts 41

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Covering your needs – Supporting you globally

GLOBAL KEY FACTS 5,400 2,800 People Lawyers

over firm Single global 40 over 550 Partners 1profit pool Offices

of the top 100 public 83% companies assisted 30 worldwide in FY17 Countries (Forbes, May 2017)

On average we advise our Top 50 clients in 74% 19% 19 of our work involved of AO’s work comes countries 2 or more offices from high growth markets

Our lawyers were ranked Our lawyers were ranked in 1 2 Band 1 and 2 in 201 categories 1,777 across all legal directories worldwide, times across the highest of the group of major Chambers directories international law firms

A&O GLOBALLY

Our lawyers were ranked 1,177 times across Chambers directories 1180 Number of A&O cross-border deals 1177 worked on over the past five years ONE HUNDRED AND EIGHTEEN On average Our lawyers were ranked in we advised Bands 1 and 2 in 201 categories across all Legal Directories, our top 50 the highest of the global elite group 118 of international law firms clients in Number of jurisdictions where A&O has partnerships with local firms

of A&O’s work came 19 19% from high growth markets Countries

“Clients are pleased that the firm ‘knows how to get things done’. The team also ‘offers practical advice. It is helpful to have someone who has a common-sense acumen on how to progress’.”

Chambers Global 2018 (Middle East Projects & Energy)

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Allen & Overy in the Middle East

Dubai Abu Dhabi

Ian Ingram-Johnson Ibrahim Mubaydeen Regional Managing Partner Managing Partner Tel +9714 426 7105 Tel +971 2 418 0401 Mob +971 50 652 2329 Mob +971 50 615 8457 [email protected] [email protected] ––Banking ––Corporate ––Projects ––Regulatory

REGIONAL KEY FACTS Arabic

OVER 90 language 22 Partners Lawyers capabilities

We can offer a “one-stop- shop” with our Excellent bilingual team 40years on the ground contacts of paralegals

number of regional offices A relationship focus Band worldwide We work in partnership with our clients and aim 1 and 2 International to develop long-term

rankings OVER 54 reach relationships with them in the leading independent guides 40

Quality people Our lawyers are among the region’s Comprehensive, most experienced and highly regarded, Strong relationships with local law firms, innovative advice delivering local advice to the highest key government agencies and regulatory delivered by a team of international standard bodies in all Middle Eastern jurisdictions commercially-minded, expert lawyers

Chambers Global IFLR 1000 16 of our lawyers 18 of our received 33 individual lawyers are rankings in Bands 1 and ranked 33 times 2 across 20 categories in across 15 Chambers Global 2019 categories in the IFLR 1000 2020 33rankings 33rankings

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Our regional presence

Deep local roots

The Dubai office of Allen & Overy opened in 1978 and was the firm’s For 40 years, our offices in the Middle East have thrived together with first office outside of London. Dubai was chosen as a base in the the economy. Today we are proud to be able to say that we have grown Middle East because it had a strong future as a financial centre and to become the pre-eminent international law firm located in the welcomed foreign businesses. Our partners have developed deep Middle East, with an unrivalled presence in the region. We can offer relationships with a broad base of widely envied clients, both you strength and depth that no competitor can match, with top-tier government-related and private sector. Furthermore, we have gained legal advice delivered by our on-the-ground team of legal experts. unparalleled experience in relation to the ground-up establishment of Independent market recognition was first achieved in 2008 mega projects and transactions in the region. when Chambers Global introduced a Middle East category and Allen & Overy was ranked in band 1 for our corporate/commercial work. We have remained in band 1 ever since.

What can we offer you?

For English and UAE law With local law firms, key With over 40 offices in the Delivered by a team of advice through our offices in government agencies and world’s key jurisdictions. commercially minded, Dubai and Abu Dhabi. regulatory bodies in all expert lawyers. Middle Eastern jurisdictions.

Comprehensive, One-stop Strong International innovative shop relationships reach advice

Wide-ranging Arabic Quality A relationship and in-depth capability people focus experience

We understand the importance of getting to know you and Our lawyers’ bilingual skills A presence in the region for your team, and your business help our clients bridge the gap 40 years with in-depth Our lawyers are among the goals and values. We work in between Arabic and English in experience of the markets region’s most experienced partnership with our clients translation, whether drafting most complex and high-profile and highly regarded, delivering and aim to develop long-term regulations or conducting transactions across the local advice to the highest relationships with them. deal negotiations. spectrum of legal services. international standard.

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Independent market recognition

LEGAL 500 MIDDLE EAST 2019 CHAMBERS GLOBAL UAE 2019 Regional Summary: The Middle East Banking and Finance Band 1 Band 1 Capital Markets LEGAL 500 UAE 2019 Band 1 Banking and Finance Construction Band 1 Band 1 Capital Markets Corporate/M&A Band 1 Band 1 Commercial, Corporate and M&A Dispute Resolution Band 1 Band 2 Construction Real Estate Band 3 Band 1 Dispute Resolution TMT Band 2 Band 2 Energy and Infrastructure Banking and Finance Band 1 (Foreign Expertise) – Oman Intellectual Property Band 3 CHAMBERS GLOBAL OMAN 2019 Investment Funds Corporate & Finance Band 2 Band 1 Islamic Finance IFLR1000 UAE 2020 Band 1 Real Estate Banking Band 2 Tier 1 TMT Capital Markets: Debt Band 2 Tier 1 Capital Markets: Equity CHAMBERS GLOBAL MIDDLE EAST 2019 Tier 1 Capital Markets M&A Band 1 Tier 1 Corporate/M&A Project Development Band 1 Tier 1 Dispute Resolution Project Finance Band 2 Tier 1 Investment Funds IFLR1000 KUWAIT 2020 Band 1 Islamic Finance Financial and Corporate Band 1 IFLR1000 OMAN 2020 Projects and Energy Band 1 Financial and Corporate

Awards

Petrochemicals Project Advisory Firm – Regulatory Domestic Deal of the Year Financing of the Year (for and Compliance (for Ma’aden Phosphate Salalah Methanol Project) Company domestic sukuk) MENA Fund Manager Fund Services Awards 2018 TXF Awards 2018 IFLR Middle East Awards 2018

Water Project of the Middle East International Project Finance Deal of Year (for Shuaibah Law Firm of the Year the Year (for Dubai Expansion IWP) IFLR Middle East Awards 2013, 2014, International Airport and 2015 and 2017 TXF Awards 2018 Al Maktoum International Airport financing) Middle Eastern Equity Team of the Year IFLR Middle East Awards 2018 Commodities Finance IFLR Middle East Awards 2018 Deal of the Year (for MENA Infrastructure Advising borrower – Programme of the Year (for Debt and Equity-Linked Oman Oil Exploration Egypt FIT II Programme) & Production USD1bn Deal of the Year (for Qatar Pre-export finance facility) Islamic Bank collateralised IJ Global 2018 murabaha financing) TXF Awards 2018 MENA Petrochemicals IFLR Middle East Awards 2018 Deal of the Year (for Middle Eastern ECA Salalah Methanol) Finance Deal of the Year – M&A Deal of the Aluminium Bahrain (ALBA Year (for for KCA Deutag / IJ Global 2018 Line 6 expansion) Dalma Energy combination MENA Social Infrastructure TXF Awards 2018 IFLR Middle East Awards 2018 Deal of the Year (for Paris- Sorbonne Campus PPP) ECA-Backed Energy Restructuring Deal of Deal of the Year – Coral IJ Global 2018 South FLNG the Year (for Drydocks World) IFLR Middle East Awards 2018 TXF Awards 2018

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Sector expertise

Specialist sector insight that will identify key challenges and solutions, delivering success

Allen & Overy takes a sector-based approach to advising our clients that cuts across practice areas. The onus is on knowing the industries in which we operate inside out, and we believe it is essential for legal advisers to understand the commercial environment in which their advice will be implemented. This approach means we provide clients with genuine industry insight rather than purely technical advice that does not take into account the peculiarities or regulatory regimes of a certain sector. There is a group for each of the below sectors made up of specialist lawyers from around the world who have engaged in regular networking to share knowledge and experience for the benefit, ultimately, of our clients.

BREADTH OF SECTOR EXPERTISE

Financial Hotels and Industrial and Mining and institutions leisure manufacturing metals

Retail and Real estate Private equity Life sciences consumer goods

Infrastructure Telecommunications, Energy SWFs and transport media and technology

Banking

The leading finance practice

– Eleven partners and 50+ associate banking and projects specialists in the region – Unrivalled service, providing technically advanced and creative solutions to all structuring and negotiating needs – High-quality resources and user-friendly documentation

BREADTH OF BANKING EXPERIENCE

Bilateral and Trade finance Islamic finance Real estate finance Acquisition finance syndicated loans

Cross-border Restructuring/ Leveraged finance Project finance Asset finance financings insolvency

“Allen & Overy LLP has an impressive track record in acting on high-profile mandates across the region.”

Legal 500 2017 (Middle East)

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“Allen & Overy advised both borrowers and lenders on more deals than any other law firm in each year from 2011 – 2018”

SIGNIFICANT DEALS

The mandated lead arrangers The joint venture companies Emirates Global Aluminium On ADNOC’s USD6bn 13-bank debut Formed by Aldar Properties and Etihad On its USD4.9bn Islamic and syndicated financing and ADNOC Airlines on the aggregate AED415m term conventional facility. Distribution’s USD2.25bn syndicated loan facilities to fund the purchases of the financing in connection with its IPO. usufruct rights over Etihad Airways’ head Emaar, The Economic City office and Al Noor Tower in Abu Dhabi, UAE. Abu Dhabi Commercial Bank and other On a series of Shari’a-compliant mandated lead arrangers The syndicate banks financings for King Abdullah Economic City, Saudi Arabia. On the financing for Tecom Investments On the conventional/Islamic construction LLC and Dubai Properties Group in respect finance facilities for the Royal Atlantis Resort The arrangers to portfolio development financings in & Residences, Palm Jumeirah. Dubai. The deal included Islamic Ijara and On a QAR3.3bn double-tranche syndicated conventional facilities. Abu Dhabi Commercial Bank and term loan agreement for the building of a Emirates NBD as arrangers mall, hotel and residential tower project The Department of Finance for the in Lusail. Government of Dubai, the Investment On the AED2.57bn financing of Emirates Corporation of Dubai and Dubai Aviation International Telecommunications, Goldman Sachs, Qatar Islamic Bank City Corporation as sponsors and its subsequent refinancing. and ABN AMRO The financing included both conventional On the establishment of Airport Financing and commodity murabaha facilities under As mandated lead arrangers on their Company FZE, a structured Islamic and a common terms agreement. USD450m multi-currency, split conventional/ conventional financing platform to fund Islamic term and revolving facilities to the expansion and development of Dubai Noor Bank Millennium Offshore Services Superholdings. International Airport (DXB), as well as the transformation of Al Maktoum International On an AED3.5bn off-balance The project company and Airport (DWC) into the primary airport for sheet commodity murabaha facility for its shareholders Dubai, serving up to 146m passengers Dubai Hills Estate. On the refinancing of the by 2025. Waha Capital Zayed University PPP Project.

Oman Oil Company Exploration & On the refinancing of its USD750m term African Finance Corporation Production LLC and revolving facilities with HSBC, as facility As obligor under its inaugural Islamic On its USD1bn Pre-Export finance facility. agent, First Gulf Bank, as UAE security agent, and HSBC Corporate Trustee project finance facility from the Islamic Development Bank. Mubadala Development Company Company (UK), as global security agent. as borrower Dubai Aviation City Corporation facility Saudi Electricity Company On a USD1.75bn multi-currency revolving As borrower on a SAR2.5bn murabaha facility credit facility agreement in Abu Dhabi, UAE. Noor Bank, Dubai Islamic Bank and National Bank of Abu Dhabi on an AED1.1bn ijara and a USD1.4bn revolving credit facility. National Bank of Abu Dhabi as arrangers financing in relation to the development of Dubai World Central. IMG Theme Park On the EUR3.6bn facility for On AED1.8bn secured syndicated Islamic Aabar Investments. Al Rajhi Bank, the National Commercial ijara and murabaha facilities to finance the Bank, SAMBA Financial Group and the construction and development of IMG UniCredit and NBAD Saudi Investment Bank Worlds of Adventure in Dubai, UAE, the On EUR800m and EUR500m (respectively) As mandated lead arrangers on a SAR4.3bn largest temperature-controlled indoor single currency bilateral revolving credit murabaha financing for Arabian Centres entertainment destination in the world. facility to be provided to International Company Limited in relation to financing the Petroleum Investment Company (IPIC) construction of Al Hokair Malls for its general corporate purposes. in Saudi Arabia.

Project finance

The leading project finance practice

We advise: – all parties in projects, including sponsors, financiers, ECAs and governments – all sectors on some of the largest and most complicated project finance transactions – on all elements of project transactions, including project structures, legal due diligence, risk allocation and the bankability of project agreements.

Project finance Procurement Bankability Project bonds/sukuk

Legal Project structures Risk allocation Project construction due diligence

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“We use them extensively. “In the words of one “The team amasses a wealth The firm speaks for itself. peer, Allen & Overy of praise from market They have the strengths is ‘the strongest observers who say: ‘They needed.” contender’.” have legal knowledge and a

Chambers Global 2018 Chambers Global 2017 keen commercial (Middle East Projects & Energy) (Middle East Projects & Energy) appreciation of the deals’.”

Chambers Global 2017 (Middle East Projects & Energy)

SIGNIFICANT DEALS

Oil & Gas Water PPP

–– USD6bn BAPCO Refinery Expansion –– ISTP 2 and ISTP 3 (UAE) –– USD1bn Zayed University PPP (UAE) Project (Bahrain) –– Taweelah B/C IWPP (UAE) –– USD400m ISTP2 waste project (UAE) –– USD14.2bn Saudi Aramco Total Refinery –– Barka IWP (Oman) –– Cancer Hospital PPP (KSA) including project bond/sukuk (KSA) –– Salalah IWP (Oman) –– USD320m Sorbonne University, –– USD2.1bn Sohar Refinery – Al Ghubrah IWP (Oman) Abu Dhabi (UAE) Expansion (Oman) – –– Shuaibah IWP (KSA) –– USD3.7bn Egypt Refinery Project (Egypt) Ports –– Dammam STP (KSA) –– USD2bn SADARA Project bond/ –– Apapa Port (Nigeria) sukuk (KSA) –– Rabigh 3 IWP (KSA) –– Djibouti Port (Djibouti) Petrochemicals Power –– Red Sea Gateway (KSA) –– Aqaba Container Terminal (Jordan) –– USD7bn Duqm Refinery (Oman) –– USD1.5bn Az Zour North IWPP (Kuwait) –– Port of Baku (Azerbaijan) –– USD5bn Liwa Plastics Project (Oman) –– USD2.4bn Ibri Sohar IPPs (Oman) –– USD2bn Rabigh II IPP (KSA) –– USD10bn Saudi Kayan Project (KSA) Mining –– USD3.2bn Sabic Exxon Petrokemya –– USD2bn Dairut IPP (Egypt) Project (KSA) –– USD7bn Waad Al Shamal Phosphate Renewables Project (KSA) LNG –– USD5bn DUBAL/EMAL Guinea Alumina – 250MW Sweihan Solar Project (UAE) – Project (Guinea) –– USD10bn Coral South floating LNG – 700MW DEWA Phase IV CSP project – – Jabal Sayid Gold Mine Project (KSA) project (Mozambique) – –– 800MW DEWA Phase III Solar Project –– USD2.5bn two-train LNG Project (Oman) –– 100MW DEWA Phase II Solar PV bid –– Qalhat LNG on the third LNG train (Oman) –– Dumat Al Jandal Wind IPP bid –– Shams Solar Project (UAE) –– Ma’an Solar Project (Jordan) –– 15 FIT Solar PV Projects (Egypt)

Financial services regulatory

A pre-eminent A breadth and At the forefront Financial Institutions depth of coverage of market changes Group

Our Financial Institutions Group brings together core practices in mergers and acquisitions, capital markets, financial The expanding scope and institutions regulation and remit of financial regulations antitrust matters, and has require expert advice that Our team offers clients acted on some of the most demonstrates a detailed extensive regulatory prestigious deals in the market. knowledge across a wide experience and leads thinking This includes advising National range of products and services, on regulatory developments, Bank of Abu Dhabi on its high as well as an understanding of helping clients in lobbying on, profile multi-billion merger with how financial institutions can planning for, and implementing First Gulf Bank, National Bank best structure their operations. changes as they occur. of Dubai on its award-winning We advise many of the world’s By maintaining day-to-day merger with Emirates Bank leading financial institutions and contact with regulators and International, creating a we have invested in building a industry bodies we are able company with a combined large team that can cover a to advise our clients proactively market capitalisation of greater scope of regulations on the direction of reform AED41.3 billion, Société than many of our competitors. and help them structure their Générale on the sale of its Areas we advise on include businesses and activities to Egyptian arm to Qatar National asset management regulation, gain commercial and strategic Bank for USD2bn, QNB on bank reform, capital and advantage. As a global its bid for DenizBank from liquidity requirements, practice, we can also Dexia, IFC in connection custody and prime brokerage demonstrate how national and with a USD195 million equity agreements, changes to international regulations may investment in Bank Muscat and derivatives markets, conduct complement or conflict with BNP Paribas on the sale of its of business rules and recovery each other to help our clients Egyptian business to ENBD. and resolution planning. respond to regulatory change.

“Understands well the client’s requirements, readily available, very good and broad technical skills.”

IFLR1000 2018 (UAE)

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Unmatched regional expertise

Our lawyers often lead the thinking on regulatory developments and assist clients in planning for and implementing changes in laws and regulations as they occur. We have extensive experience in drafting laws, regulations and legislation and have cemented our position in recent years as adviser of choice for this type of work. We have excellent working relationships with regulators, who have a particularly important role in the implementation of deals in regulated sectors in the region. As a result, we are well known to, and trusted by, the key regulatory bodies and this is an important factor in ensuring that any work we undertake runs smoothly and that issues are spotted and addressed early in the process.

HIGHLIGHTS OF OUR REGIONAL FINANCIAL SERVICES REGULATORY EXPERIENCE INCLUDE ADVISING:

The sponsors Dubai Financial Services Authority Market participants in the ‘fintech’ sector On the landmark creation of the Abu Dhabi On the drafting of the majority of the On legal issues and business models to Global Market. Dubai International Exchange rules help innovate and transform the traditional and regulations. financial services industry. The UAE Central Bank The Kuwait CMA A GCC government On various regulatory aspects. On its successful membership application On a full top-down and bottom-up Multiple onshore and offshore banks to IOSCO. review of its AML legislative framework, aimed at bringing it in line with applicable On South African general set-up A number of GCC market operators FATF recommendations. and compliance/licensing issues. On their trading settlement rules. A number of participants and Dubai International Financial Centre market platforms across the GCC Leading consultancy firms On drafting the majority of its legislation. On strategic market infrastructure initiatives, To drive regulatory change in the financial eg market maker and liquidity provision Dubai Multi Commodities Centre services sector and accommodate innovation arrangements and the creation of new in financial services. product specifications. – On drafting the rules for Dubai commodity receipts as well as its “responsible sourcing” A number of onshore and offshore banks rules and AML Framework. – On drafting its new companies regulations. On the content of their general banking terms of business. A consortium of Middle East Central Banks Global financial institutions On creating a pan-Arab regional On the provision of cross-border services payment system. in the UAE.

Corporate and M&A

The region’s leading corporate practice

We advise across the broad spectrum of corporate work, including public takeovers, private M&A, ECM, complex joint ventures, disposals and corporate restructurings, as well as general commercial, antitrust and corporate governance issues.

Private equity and Mergers, acquisitions Joint ventures and IPOs/ECM hedge fund and disposals strategic investments investments

Spin-offs, Public company General corporate recapitalisations, Privatisations takeovers matters asset sales and restructurings

Funds TMT and IP

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We are at the top end of the market – as evidenced by advising on all ground-breaking ‘big-ticket’ deals across the UAE and wider Middle East. Our team is seen as a market leader by peers and independent commentators alike and continues to advise regional and international clients on strategic M&A mandates. We have received extensive independent recognition of our market-leading position through being ranked in the top tier by each of the leading independent guides to the legal profession.

1st by deal value and International Firm M&A Team M&A Deal 1st by deal volume of the Year of the Year of the Year 4 times in the 4 times in the Middle East and 3 times in the past 6 years past 7 years past 6 years North Africa Thomson Reuters IFLR Middle IFLR Middle IFLR Middle 2017 and 2018 East Awards East Awards East Awards

BAND 1 BAND 1 BAND 1 Chambers Global Chambers Global Legal 500 UAE 2019 Middle East 2019 UAE 2019 (Corporate, (Corporate/M&A) (Corporate/M&A) Commercial & M&A)

What differentiates us from our leading competitors is how we combine partners with extensive international experience with those who have spent most of their careers in the Middle East, including four bilingual partners (Arabic/English) who can and often do make the difference in terms of their knowledge of local law, custom and crucially – market practice. Added to this, what many clients find equally important from a ‘value-added’ perspective is our bilingual team of paralegals who are unmatched in their ability to get things done from a procedural perspective. None of our leading competitors can offer such a service and would (at best) have to rely on subcontractors or refer clients to a local law firm. We offer our local and international clients a ‘one-stop-shop’ for all of their corporate/commercial legal needs across the Middle East, a breadth and depth of resource we believe to be unmatched in the region.

SIGNIFICANT DEALS

Aabar Investments AES Corporation and BAE Systems IDB Infrastructure Fund On its acquisition of approximately USD1bn On a USD750m Shari’a-compliant sale and worth of shares in Arabtec from HAMG. On the successful competitive sales process leaseback programme in Saudi Arabia, for the disposal of three separate Middle financed through investment funds. Abu Dhabi Commercial Bank PJSC East power generating businesses to three separate buyers. BNP Paribas On its multi-billion dollar three-way merger with Union National Bank PJSC and Al Hilal Aldar Properties On the sale of its fully-owned subsidiary Bank. in Egypt, BNP Paribas Egypt, for EUR377m On its USD4.5bn merger with Sorouh Real to Emirates NBD. Adeptio Estate. This transaction was a market first as it involved, for the first time, a merger of dnata On the USD3.4bn takeover of Kuwait Food public companies pursuant to the merger Company, Americana (a public company On the sale of its mercator business division provisions under the UAE Companies Law. listed on the Kuwait Stock Exchange). to Warburg Pincus. This deal represents one of the most significant M&A transactions ever to take place in the Middle East, in terms of profile, complexity and novelty.

Habtoor Group Mubadala Development Company Samena Capital On their sale of a 45% shareholding stake On the USD135bn merger of two of the largest On the acquisition of 30.58% of the in construction company Al Habtoor Abu Dhabi based investment companies, share capital of RAK Ceramics PJSC Engineering Enterprises to the Leighton Mubadala and International Petroleum (RAK Ceramics) from His Highness Sheikh Group. The sale, which valued the target Investment Company (IPIC). Saud Bin Saqr Al Qassimi, Ruler of the Emirate at AED7bn, was the largest ever private of Ras Al Khaimah, and one of the founding company disposal in the UAE at that time. National Bank of Abu Dhabi shareholders of RAK Ceramics.

HSBC Private Equity Middle East On its high-profile merger with Saudi International First Gulf Bank PJSC. Both banks were Petrochemical Company On multiple M&A transactions, including: Abu Dhabi-listed and leading banks in the – The sale of both HSBC’s and other UAE. The merger created the Middle East’s On its proposed merger with Sahara shareholders’ entire interests in Flip Holdings largest lender with approximately Petrochemicals Company. to the Publicis Groupe; USD175bn of assets. SOUQ.COM – The sale of UAE-based Rigidal Industries National Bank of Dubai to Kingspan Overseas Investments; And certain of its shareholders on the sale of the entire issued share capital of Souq to a – The management team of HSBC Private On its merger with Emirates Bank International, global e-commerce company. The transaction Equity Middle East limited on a buy-out of a creating a company with a combined market is the largest technology-related M&A 80.1% stake in HSBC Private Equity Middle capitalisation of AED41.3bn. transaction in the Arab world. East Limited; 21st Century Fox – The acquisition of NAS United Healthcare The Abraaj Group Services; and On its acquisition of existing shares and subscription for new shares in Moby Group On its disposal of a 49% stake in Network – The acquisition of two Saudi-based Holdings Limited and on its first USD70m and International LLC to affiliates of Warburg companies, United Building Materials subsequent USD35m investment in Rotana Pincus and General Atlantic. The transaction Company and Glyfada Holdings Pte Ltd. Group, the Middle East Media Group owned was implemented through a dual-track Jadwa Investments by HRH Prince Alwaleed Bin Talal. competitive auction/IPO process. The Abraaj Group On its acquisition of Global Environmental Nomura International Management Services (GEMS) from Ashmore On several infrastructure related transactions As financial adviser to Damas International on Group and other minority sellers and on the (including its USD1.8bn disposal of a majority its USD445m takeover by Mannai Corporation acquisition of a 42.1% stake in United Eastern stake) in respect of Karachi Electric Ltd, a and EFG Hermes Capital Partners. Medical Services (UEMS). power generation, transmission and distribution company in Pakistan and on its Orascom Construction Limited Kingdom Hotel Investments (KHI) USD1.8bn disposal of a majority stake in On the reorganisation and de-merger of its respect of K-Electric Ltd, a power generation, On a total of six disposals (five of which have construction business under DIFC topco transmission and distribution company in completed) across a number of jurisdictions, Orascom Construction Limited and OCL’s Pakistan. including Ghana, Cambodia, Thailand, admission to listing and trading to NASDAQ Malaysia and the Middle East. The Varkey Group Dubai and the Cairo Stock Exchange. On multiple transactions including: The sale of Mitsubishi Heavy Industries Orascom Construction Industries S.A.E a significant minority interest in GEMS and Mitsubishi Corporation MENASA to a consortium comprising Fajr On its re-domiciliation in the Netherlands and Together with the Japan Bank for International Capital, Blackstone and Mumtalakat; and The simultaneous admission to listing and trading Cooperation on the acquisition of 38.4% of the sale of a minority stake in GEMS Education on NYSE Euronext Amsterdam. issued ordinary share capital of Metito (GEMS) to Khazanah Nasional Berhad Holdings from Gulf Capital. (Khazanah), a Malaysian government-owned investment fund.

“Thought by some to be ‘streets ahead of its peers’, Allen & Overy LLP’s team are described as ‘brilliant’.”

Legal 500 2016

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Using our powerful global network, we work on many of the largest and most high-profile telecommunications, media and technology transactions and cases.

Our international TMT practice is consistently ranked as a market leader because of our all-round strength and depth, in particular for our regulatory, commercial and transactional expertise. Among our clients in the sector are some of the world’s largest telecommunications companies, government bodies, regulators, industry participants, financial institutions and major corporations (suppliers and customers). We take time to listen to our clients in order to gain an understanding of their needs, aspirations and goals. One reason these companies choose A&O is the complete range of services on offer. As well as the firm’s renowned M&A and corporate finance practice, our UAE-based team advise clients on outsourcings, complex technology procurement and implementation projects, digital transformation projects, e-commerce, m-commerce, data protection and cyber-security and developments in blockchain and ‘smart’ technology. The team has a broad range of experience, acquired not only in private practice but also in-house at leading TMT companies and on secondments to corporates and regulatory bodies. This mix of expertise, dedicated knowledge and hands-on commercial experience enables us to provide you with legal services of the highest quality.

Commercial General contracts and Outsourcing Digital corporate law agreements

Software and Regulatory hardware licensing Cloud Media (eg VoIP) and maintenance

Data protection Blockchain and E-commerce and cyber crypto-currencies

SIGNIFICANT DEALS

The Government of the UAE Google MDC Business Management Services On its development of an ICT and telecoms On several TMT regulatory matters relating On a range of hosting services and other policy for the country. to its business in the Middle East. ICT-related agreements. The Government of Dubai Meraas Careem On its procurement of a smart city platform On UAE law governing digital signatures. On data protection and cyber-security matters. from du. Payfort Mubadala A government-owned entity On the application of payment On a joint venture to create a UAE wholesale On a critical digital health project. processing regulations. data centre provider. This is one of the first wholesale data centres in the area, representing Numerous regional banks including Numerous clients the popularity of cloud computing. Abu Dhabi Commercial Bank and On their response to aggressive auditing National Bank of Abu Dhabi tactics completed by leading software Yahsat On a range of technology and regulatory companies. On an operating and maintenance contract projects such as core banking procurements, for military satellite communications A GCC Bank digital projects, cyber/data privacy matters equipment. and outsourcings. On the procurement of a replacement core banking system and a master services Yahsat Several Mubadala Healthcare assets agreement with IBM in relation to the On various matters relating to (including Cleveland Clinic Abu Dhabi, provision of a new IT platform. telecommunications, licensing and regulation. Healthpoint, National Reference Laboratory and ICLDC Abu Dhabi) A multinational telecoms operator Yahsat On a range of complex technology On its contractual arrangements with providers On its procurement of terminals and projects including a multi-million dollar of over-the-top mobile content stores. network equipment for its broadband- IT outsourcing for IBM. over-satellite product. Several UAE banks A wide range of public On the establishment of outsourcing Dubai Ports Authority and private sector clients 'captives' and outsourcings to India. On the establishment of the Tejari B2B eMarketplace including the drafting of On cloud related projects including The UAE Government’s Space Agency agreements for ‘SaaS’, ‘PaaS’, and ‘IaaS’. Terms of Use and Privacy Policy. On technology arrangements related to its Two of the leading data c UAE’s Mars Mission 2021. The GCC Secretariat entre providers in the UAE In connection with creating a legal framework Abu Dhabi National for e-commerce. On a range of projects and commercial Energy Company (TAQA) agreements including in the digital health Tejari and cyber security sectors. On the outsourcing of its global IT functions. On its Membership Agreements, licensing Injazat Abu Dhabi Global Market of trademarks, software and know-how, On several ICT and cloud-related On a remote monitoring agreement exchange platforms, hosting, cataloguing, procurement projects. with the Ministry of Interior. and strategy for protection of IPR. Amazon Masdar African & Eastern On licensing and regulatory issues relating to On a series of technology procurement On its B2C exchange including Terms of Use the rollout of its business across the Middle and integration projects. and Privacy Policy. East (including e-commerce law, electronic Masdar Royal Bank of Scotland transactions and use of digital signatures). On a framework relationship with Siemens On a transaction to provide a currency Amazon for clean technology, including the exchange platform for Amazon’s online On the integration of Souq.com into the establishment of Siemens’ global Building retail transactions. wider Amazon business. Technologies centre at Masdar City; a development and technology licence A listed Norway-based provider of ViA Global Transaction to capture carbon dioxide from industrial mobile communications services On the contractual and regulatory issues facilities; and research and development On the UAE regulation of foreign for the establishment of a domestic and collaboration and licensing in the smart remittances via e-wallet. buildings and smart grid fields. international unbanked card payment system. Network International On a number of payment services projects.

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Equity capital markets

We have extensive experience in IPOs, equity fund-raisings, private placements and bringing companies to Equity Team market, as well as equity capital markets transactions for existing listed companies, including rights issues, of the Year secondary offerings, placings, block trades and equity-linked securities. Our Middle East equity capital markets practice is recognised as the market leader in the UAE and wider IFLR Middle East MENA region and has an enviable position in relation to capital markets, financing and corporate Awards 2018 transactional work, having acted on some of the most high-profile ECM transactions in the region. We have received extensive independent recognition of our market-leading position through being ranked in the top tier by each of the leading independent guides to the legal profession.

Equity Deal ADVISING: of the Year

(for ADNOC Selling Issuers Underwriters Distribution IPO) shareholders

IFLR Middle East Awards 2018

ON:

Equity Private Introductions offerings placements

Dual Depositary Demergers listings receipts

Equity capital markets

SIGNIFICANT DEALS

Emaar Development IPO NMC Health IPO Kingdom Hotel Investments IPO The underwriters on the IPO and listing On its USD215m listing on the London The joint coordinators, Deutsche Bank on the Dubai Financial Market of Stock Exchange (the first Abu Dhabi and Morgan Stanley on the USD437m initial Emaar Development. business to obtain a primary listing on the public offering by Kingdom Hotel London Stock Exchange). Investments of its shares on the NASDAQ ADNOC Distribution IPO Dubai and GDRs on the London Stock Depa IPO Exchange. This was the first listing of equity The underwriters on the IPO and listing shares on the NASDAQ Dubai. on Abu Dhabi Securities Exchange of On its listing on NASDAQ Dubai. This was ADNOC Distribution. the first privately owned UAE company to Aabar Investments be listed on NASDAQ Dubai (formerly DIFX). Emaar Malls Group IPO On the first delisting of a public joint stock Sipchem USD2bn rights issue company in the United Arab Emirates and The underwriters (a global financial on the associated public tender to institution, Bank of America Merrill Lynch, The largest ever rights issue in the history of existing shareholders. Morgan Stanley, HSBC Bank Middle East, Saudi Arabia. EFG Hermes, Emirates NBD and National Aldar Properties Bank of Abu Dhabi) on the IPO and listing Capital markets legislation on the Dubai Financial Market of Emaar On its USD4.5bn merger with Sorouh Real On drafting part of the Saudi Arabian capital Malls Group. Estate. This transaction was the first public markets legislation. Also on the DIFX’s company merger implemented under the legislative framework and the DIFX Rulebook. OCI N.V. universal succession provisions of the UAE Companies Law. On the spin-off of Orascom Construction Nasdaq Limited by means of a tax efficient reduction On the acquisition of a 33.3% Saudi Arabian National of capital and the subsequent dual-listing of strategic shareholding in DIFX and on the Medical Company IPO Orascom Construction Limited on NASDAQ complex cross-border arrangements which Dubai and the Egyptian Stock Exchange. On its initial public offering and listing on the saw NASDAQ provide DIFX with the Saudi Arabian Stock Exchange (Tadawul). NASDAQ brand, OMX technology and Dubai Parks and Resorts marketing resources. Hail Agricultural Development On its USD690m initial public offering and listing on the Dubai Financial Market and its National Takaful Company “Watania” IPO Company/Al Marai merger subsequent rights issue. An Abu Dhabi-based Shari’a-compliant On the public takeover of Hail Agricultural insurance company, on its AED82.5m Development Company by Almarai. Doha Banks Rights Issue initial public offering. This was the first public takeover in On Doha Bank’s GDRs and rights issue. Saudi Arabia.

Arabtec On all aspects of its AED1.5bn rights issue and subsequent capital reduction.

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Debt capital markets

With a leading and impressive record throughout the Middle East, we advise on some of the region’s largest and most innovative international capital markets transactions.

Derivative securities Securitisation Sukuk

Corporate trust Equity-linked International and agency securities debt offerings

“Commentators SIGNIFICANT DEALS laud the firm as Saudi Telecom sukuk programme GEMS sukuk Saudi Telecom Company on the establishment of GEMS on the first ever international corporate ‘top-quality: a very its SAR5bn sukuk programme. hybrid sukuk issuance. strong team and International Finance Facility for Immunisation Sadara project sukuk Company sukuk Albilad Investment Company, Alinma Investment very well managed. Barwa Bank, Bank Islam Brunei Darusssalam Company, and Deutsche Securities Saudi Arabia Berhad, CIMB, National Bank of Abu Dhabi, NCB Riyad Capital as joint lead managers and They are good to Capital, Standard Chartered Bank and Union bookrunners on the SAR7.5bn sukuk issue by National Bank as managers on the USD500m Sadara Chemical Company. work with and debut sukuk issue by IFFIm. Investment Corporation of Dubai (ICD) sukuk their associates SATORP project sukuk programme and EMTN programme Arabian Aramco Total Services Company and Saudi Citigroup, Dubai Islamic Bank and Standard are strong’.” Aramco Total Refining and Petrochemical Company Chartered Bank as arrangers on the establishment (SATORP) on its SAR 3.749bn sukuk issue which of a USD2.5bn sukuk programme and we also Chambers Global 2018 was offered on a public basis in Saudi Arabia. This advised Citigroup, ENBD Capital and HSBC as (UAE, Capital Markets) was the first ever greenfield projectsukuk . arrangers on the establishment of a USD2.5bn EMTN programme, in each case, by Investment Corporation of Dubai.

“Outstanding firm with a robust footprint in the Middle “The firm is known as a East. Regularly highlighted for its sukuk and hybrid ‘dominant player’ in the securities expertise. Possesses experience acting for issuers region, with a ‘very well-led as well as underwriters, and represents a client base active capital markets team’.”

in the energy and real estate industries, among others.” Chambers Global 2018 (Middle East, Capital Markets) Chambers Global 2018 (Middle East, Capital Markets)

Saudi Electricity Company (SEC) sukuk QIB Tier 1 sukuk International Investment Group sukuk SEC on its USD1.75bn dual-series debut Qatar Islamic Bank on its QAR2bn International Investment Group on the international sukuk issue. Additional Tier 1 sukuk issue. first-ever convertiblesukuk issue in Kuwait.

GACA sukuk Emirates NBD Tier 1 Government of Abu Dhabi GMTN programme HSBC on the debut SAR15bn sukuk issue HSBC, Bank of America Merrill Lynch, by General Authority of Civil Aviation in Deutsche Bank, Emirates NBD Capital, The Government of Abu Dhabi on the Saudi Arabia. This was the largest-ever ING and Morgan Stanley as joint lead establishment of its USD10bn global sukuk in the Kingdom of Saudi Arabia and managers on the issue of USD1bn Tier 1 medium note programme, as well as its the first Saudi sovereignsukuk . capital securities by Emirates NBD. two-tranche issue co-arranged by two global financial institutions and a global DIFC sukuk Batelco bond financial services group.

Deutsche Bank and Goldman Sachs on the BNP Paribas and Citigroup as joint lead Mubadala Development Company debut sukuk issue by DIFC, which was the managers on the USD650m issue of notes GMTN programme first securities offering to be governed solely by Batelco. by DIFC law. Mubadala Development Company on the Government of Abu Dhabi – Tier 1 establishment of its GMTN programme, Emirates sukuk and bond capital injections co-arranged by Citigroup and Goldman Sachs, as well as various updates thereof Emirates on its USD750m bond issue and its Four of the five financial institutions to and issuances thereunder. USD1bn sukuk issue. benefit from the Government of Abu Dhabi’s AED16bn Tier 1 capital injections. Emirates ECA-guaranteed sukuk Government of Dubai sukuk programme Government of Bahrain sukuk Standard Chartered Bank, Dubai Islamic UK Export Credits Guarantee Department Bank, Mitsubishi UFJ and UBS as arrangers on the USD913m sukuk isue relating to A global financial institution as lead manager and dealers on the establishment of a Emirates. This was the first public ECA- on the USD250m sukuk issue by the USD2.5bn sukuk programme by the guaranteed sukuk issue. Government of Bahrain. Government of Dubai as well as various APICORP sukuk programme Tabreed mandatory exchangeable sukuk updates thereof and issuances thereunder. Arab Petroleum Investments Corporation on Morgan Stanley, Standard Chartered Bank Almarai Company sukuk programme the establishment of its USD3bn sukuk and the National Bank of Abu Dhabi as joint HSBC Saudi Arabia Limited as arranger and programme as well as the inaugural lead managers on an AED1.7bn sukuk issue dealer on the establishment of a SAR2.3bn USD5,000m issuance under the programme. by National Central Cooling Company programme by Almarai Company. This (Tabreed). sukuk Government of Oman sukuk was the first domesticsukuk programme in Tamweel Islamic residential Saudi Arabia. Bank Muscat and Standard Chartered Bank mortgage-backed securitisation as joint lead managers on the OMR250m sukuk issue by the Government of the Tamweel on the first-ever ‘true sale’ Sultanate of Oman. securitisation in the region.

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Industry recognition

Allen & Overy named Best Islamic Law Firm at the Asset Triple A Islamic Finance Awards 2019. “Allen & Overy not only performed well across multiple categories but the firm was also the only multiple winner.”

Islamic Finance News, 2018 This team has “earned the gravitas to call themselves market leaders.” Interviewees add that the firm has “a second-to-none client base in Islamic finance.”

Chambers Global 2018 (Middle East, Islamic Finance)

ISLAMIC FINANCE NEWS AWARDS Awarded Law Firm of the Year in 2016, 2015, 2014, 2013 and 2012. 2018

––Best Law Firm in Energy & ––Restructuring Deal of the Year ––UAE Deal of the Year Natural Resources Dana Gas USD530m sukuk NMC Healthcare ––Hybrid Deal of the Year ––Sukuk Deal of the Year USD400m sukuk Senaat USD300m sukuk Al Rayan Bank GBP250m ––United Kingdom Deal of the Year issue under its USD3bn residential mortgage-backed Al Rayan Bank GBP250m sukuk programme securitisation sukuk residential mortgage-backed –Real Estate Deal of the Year securitisation sukuk – ––Bahrain Deal of the Year Saudi Real Estate Kingdom of Bahrain Refinance Company USD1bn sukuk SAR11bn sukuk programme ––Saudi Arabia Deal of the Year ––Regulatory Capital Deal of the Year Saudi Real Estate Abu Dhabi Islamic Bank Refinance Company USD750m Additional SAR11bn sukuk programme Tier 1 sukuk

THE ASSET TRIPLE A ISLAMIC FINANCE AWARDS Awarded Best Islamic Law Firm in 2019, 2018, 2017, 2015 and 2014. 2019

––Best Islamic Law Firm 2018 ––Best Islamic Law Firm ––Country Deal – Hong Kong ––Country Deal – Qatar ––Best Local Currency sukuk Government of Hong Kong Qatar Islamic Bank USD750m sukuk Saudi Aramco SAR11.25bn debut sukuk USD1bn sukuk ––Best Sovereign Sukuk ––Best Liability Management ––Country Deal – Oman Government of Malaysia Sime Darby Berhad any-and-all cash Mazoon Electricity Company USD1.5bn sukuk tender offer and consent solicitation USD500m sukuk ––Country Deal – UAE ––Country Deal – Bahrain ––Country Deal – Pakistan Damac USD500m sukuk and tender offer Al Baraka Banking Group USD400m Islamic Republic of Pakistan of existing sukuk Additional Tier 1 sukuk USD1bn sukuk

IFLR MIDDLE EAST AWARDS Awarded International Firm of the Year in 2017, 2015, 2014 and 2013. Awarded Debt and Equity-Linked Team of the Year in 2016, 2015 and 2014. 2018 – Debt and Equity-Linked Deal of the Year – Domestic Deal of the Year Qatar Islamic Bank collateralised Ma’aden Phosphate Company murabaha financing domestic sukuk

BONDS, LOANS & SUKUK AWARDS

2018 2017 – Financial Institutions Deal of the Year ––Local Currency Bond Deal of the Year ––Private Sector Bond/Sukuk Dea of the Year First Abu Dhabi Bank USD650m sukuk Saudi Aramco SAR11.25bn sukuk Dar Al-Arkan USD500m sukuk

Band 1: Band 1: Band 1: Banking and Finance: Islamic Finance Islamic Finance Islamic Finance (Asia-Pacific Region) (United Kingdom) (Global-wide) Chambers Asia-Pacific 2019 Legal 500 2019 Chambers Global 2019

Band 1: Band 1: Islamic Finance Islamic Finance (UAE) (Middle East) Legal 500 2019 Chambers Global 2019

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“The firm is ‘very significant in the sukuk space’.”

Chambers Global 2018 Middle East, Islamic Finance

Allen & Overy is the only law firm in the world to be ranked in the top band for Islamic Finance across each region.

SIGNIFICANT DEALS Islamic Capital Markets Deal highlights Deal highlights “Allen & Overy LLP is recommended for –– Ma’aden WAS project –– SAMA template derivatives shari’ah-compliant financings and has a –– Juball Refinery Petrochemicals project, documentation project. top-end sukuk issuance practice.” notable for its complexity –– Drafting template Shari’a-compliant (Legal 500 2017, UAE Islamic Finance) –– Al Sufouh derivatives documentation for a number of financial institutions. Deal highlights –– Largest greenfield power project in the –– Government of Oman sukuk Kingdom of Saudi Arabia –– On innovative Shari’a-compliant equity derivatives transactions on a range of – Saudi Aramco Mobil Refinery clean fuels –– The National Shipping Company of Saudi – equity-based underlyings as well as project financing Arabia (Bahri) sukuk advising across the range of profit rate –– International Finance Facility for Islamic Banking and FX products both on a standalone Immunisation Company sukuk basis and as part of wider financing Shaping the future of Islamic banking with transactions. –– APICORP sukuk programme many market-first Shari’a- –– Emirates ECA-guaranteed sukuk compliant transactions –– A number of banks, including Deutsche Bank, Standard Chartered and HSBC on –– Dubai Islamic Bank Tier 1 sukuk A trusted adviser to leading local the setting up their Shari’a-compliant Islamic banks –– DIFC sukuk structured product platforms. “Its prestigious client roster includes –– Republic of South Africa sukuk Islamic Funds some of the region’s best-known –– Emirates Airline sukuk lenders and issuers, as well as a A highly sophisticated practice in advising a –– Axiata sukuk programme multitude of international banks.” broad range of institutional investors on their –– GACA sukuk programme (Chambers Global 2015) investments in Shari’a-compliant funds. –– Qatar Islamic Bank sukuk programme Deal highlights “According to peers, this team has ‘earned –– Government of Dubai sukuk programme –– IMG Theme Park financing the gravitas to call themselves market leaders’.” (Chambers Global 2018, – Republic of Indonesia –– Amlak restructuring – sukuk Middle East) – Kingdom of Bahrain –– Etihad Etisalat (Mobily) SAR10bn – sukuk Deal highlights financing, one of the largest general –– Sadara sukuk syndicated Islamic financing deals to date –– Abraaj Capital on the establishment of –– Investment Corporation of Dubai ASAS, a pan-MENA real estate fund, –– IPIC, AED5bn facility comprising both sukuk programme structured by way of a Cayman Islands- conventional and Islamic exempted limited partnership, with –– Dar Al-Arkan sukuk programme murabaha facilities Islamic Project Finance Shari’a-compliant investment projects Islamic Derivatives and across the MENA region, which had its Recognised as “top-tier” in all the major Structured Finance first closing in 2010. legal directories –– At the cutting edge of structuring and –– Gazeley on its Shari’a-compliant “Widely applauded for its standout drafting documentation for Shari’a- development pre-let of 63,000 square capabilities and breadth of experience compliant derivatives and structured metres of warehouse space to be across the banking and finance space. finance transactions with many market- constructed in the Jebel Ali Free Zone to Demonstrates high-calibre expertise in first Shari’a-compliant transactions. CEVA, a major international distribution project finance and Islamic finance.” company, and subsequent sale of the (Chambers Global 2018) property to a Middle Eastern private equity fund.

Allen & Overy is a supporting member of the Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI) and an observer member of the International Islamic Financial Market (IIFM).

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Investment funds

We have extensive experience of advising on the structuring, establishment and ongoing operation, Advisory firm including marketing, of investment funds and asset management generally in the Middle East and globally. Our Middle East Investment Funds Group has established itself as a significant force in investment funds – Regulation & structuring and establishment and we are rated band 1 in the category of Middle East Investment Funds Compliance by Chambers Global 2018 and band 1 in the category of UAE Investment Funds by Legal 500 EMEA 2018. Further, we have received the award of MENA Fund Manager Fund Services Awards, Winner 2013, MENA Fund Manager 2014, 2016 and 2017 for Best Onshore Law Firm – Client Services and in 2018 for Advisory Firm – Regulation & Compliance. Fund Services Awards 2018 Our team advises both sponsors and investors – including private equity houses, government entities, financial institutions and corporate clients – on fund establishment and related issues, including Shari’a aspects of fund structures. We also advise on secondary transactions, investments into funds and placement agent agreements on the marketing of funds in the Middle East. Our strength is our ability to apply our Interviewees regard considerable international investment funds and cross–border transaction experience together with our experience in the Middle East region over the last 40 years. Allen & Overy as a “first-rate firm,” with one client

noting: “We find Secondary Fund Investments Regulatory them extremely transactions establishment into funds well qualified, commercial –

which is a key SIGNIFICANT DEALS point when making MIDDLE EAST SHARI’A-COMPLIANT A joint venture between a UAE transactions – and INVESTMENT FUNDS sovereign wealth fund and U.S. real estate asset manager Acwa Power very efficient.” On the structuring and establishment of a Shari’a- On the establishment of the Powervest Fund, a compliant real estate platform for investment in the Saudi CMA-regulated Shari’a-compliant private Chambers Global GCC, including advising on the first acquisition on equity fund. 2017 Middle East behalf of the platform in the UAE. (Investment Funds)

A Middle East Financial institution A Shari’a-compliant Middle East fund Acting for the provisional liquidators, PwC On the structuring and establishment of its On the purchase and development of a On the provisional liquidation of Abraaj open-ended Shari’a-compliant sukuk fund. high-end residential development on a site Holdings. adjacent to Regent’s Park, London, including National Bank of Abu Dhabi (NBAD) Levant Capital, a DIFC-based manager its joint venture with a leading UK developer. On certain aspects of the NBAD The scheme has a gross development value On various MENA investment funds, Growth Funds. of circa GBP200m. including the structuring and establishment of an investment consortium for the QInvest GIB acquisition of a controlling stake in Al-Raya On the structuring and formation of a On the structuring and establishment of its for Foodstuff Company Limited, a Saudi GBP50m Shari’a-compliant investment Shari’a-compliant CMA-regulated Saudi supermarket retailer. Arabian housing developers’ fund. fund relating to a real estate investment A GCC supranational body in London (including advising on a related Shari’a-compliant financing) and pursuant MIDDLE EAST CONVENTIONAL On the establishment of its DIFC private to a secondary transaction. INVESTMENT FUNDS equity fund for investment in the GCC, including its seed asset acquisition in ACWA Power The creditors’ committee Saudi Arabia. On the investment funds and asset On the establishment of the Powervest Mubadala Fund, a Saudi CMA-regulated Shari’a- management aspects of the restructuring of compliant private equity fund. approximately USD1.7bn of debt owed by On its MENA infrastructure fund established Global Investment House to 53 lenders. as a joint venture with General Electric and Dubai Properties Group Mubadala Credit Suisse. On its investment in Emirates REIT, a Al Abbar Enterprises Shari’a-compliant DIFC real estate On the establishment of investment funds investment trust. and on the investment into investment funds. On its investment into a venture capital fund managed by Middle East venture Partners, in A Dubai-based entity National Bank of Abu Dhabi which Al Abbar Enterprises bought a stake. On the establishment of the Cash Plus Fund, On the sale and leaseback of real estate An Abu Dhabi investment fund assets in a Shari’a-compliant manner to/ the first fund under the then new ESCA from a Middle East Shari’a-compliant regime in the UAE. On the management of its MENA investment fund. Havenvest Private Equity hospitality assets and investment in an Africa-focused fund. A U.S. hedge fund manager Middle East Limited Arqaam Capital On the structuring of its Shari’a-compliant (previously HSBC Private Equity Middle East hedge fund. Limited) on the establishment of Havenvest On the establishment of the Cayman Islands Private Equity Middle East No. 3, L.P. as a open-ended Arqaam Capital Value Fund. A Middle East-based real Cayman Islands limited partnership. estate company Credit Suisse CDC International Capital On the establishment of a Shari’a- On establishing Aventicum Capital compliant real estate fund to invest (a subsidiary of the Caisse des Depots) and Management Limited, a joint venture in Russia and the CIS. Kingdom Holding Company on the asset manager owned by Credit Suisse establishment of a Saudi joint venture and an international investor, which is ICD and Malaz Capital investment fund. established and regulated in the Middle On the structuring and establishment of a East Financial Centre. Shari’a-compliant Saudi CMA-regulated small and medium enterprise fund to invest in Saudi Arabia.

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Litigation and arbitration

Clients appreciate the strength of our experience in the core practice area of international arbitration. They benefit from our expertise on the ground in the Middle East, and our integration within the global international arbitration practice. We have significant experience of advising clients on commercial disputes and breach of contract claims, and in particular those under the laws of the GCC. In addition, we have extensive experience of acting on arbitrations that include disputes across the Middle East, including in Saudi Arabia, the UAE, Iraq, Oman, Bahrain, Egypt and Jordan.

First Class International Arbitration Practice Significant Experience in a Wide Range of Disputes Our international arbitration practice is recognised as one of the leading practices in the world. Including construction, concessions, projects, We regularly advise under all of the major energy (oil and gas), power, major infrastructure, institutional and ad hoc rules, including those real estate, finance, M&A, telecommunications, of the DIAC, ICC, AAA, LCIA, DIFC-LCIA, ICSID joint ventures and shareholder disputes. and UNCITRAL. Regional Coverage Alternative Dispute Resolution We have advised on disputes throughout the We have experience in all forms of ADR, including Middle East, including in Saudi Arabia, the UAE, adjudication, mediation and expert determination. Iraq, Oman, Bahrain, Egypt and Jordan, among others. DIFC Litigation Advocates and Arbitrators We represent clients in litigation before the DIFC courts and have also written a number of the Unlike many global law firms who often outsource DIFC’s laws. advocacy to barristers, we conduct our own advocacy. We also regularly sit as arbitrators Local Litigation which gives us a unique insight into the process and arbitrators’ ways of thinking. We know, and We have extensive experience in supervising are known and respected by, all the leading local counsel in litigation before the Dubai and arbitrators in the field. Abu Dhabi courts.

“Always very timely and focused on the “More on the ball than anyone when it important things. They make sure comes to high-stakes arbitration cases.”

nothing falls through the cracks.” Chambers Global Middle East 2018 (Dispute Resolution)

Chambers Global Middle East 2017 (Dispute Resolution)

SIGNIFICANT CASES

An employer A Middle Eastern project company A Bahraini investor in ICC arbitration proceedings arising out of in ICC arbitration proceedings relating to in disputes with an international the construction of a petrochemical plant in the development of a combined cycle power privateequity firm relating to the exercise Saudi Arabia. station in Jordan. Claims and counterclaims and valuation of share optionsand were valued in excess of USD150m. preparations for arbitration seated in A major UAE hospitality, real estate the UAE. We achieved asettlement on investment and development business A Middle Eastern energy company favourable terms for our client which avoided theneed for arbitration proceedings. in complex joint venture and shareholder in two ICC arbitrations relating to long-term disputes relating to a cancelled commercial oil concessions in Iraq and Yemen, including A leading GCC bank development project in the UAE. disputes with co-ventures’ and issues relating to one party’s withdrawal from a on arbitration proceedings in the DIACwith An Abu Dhabi government entity concession agreement. Claims are valued a Bahraini Bank. in excess of USD150m. in DIAC arbitration proceedings relating to A Dubai hospitality, tourism and the construction of the largest exhibition An Abu Dhabi investment company real estate investment company centre in the Middle East. The claims are valued at aroundUSD100m. on breaches of ashareholder agreement and in a shareholder dispute concerning the sale and purchase agreementin respect of exercise of a share call option and valuation An Abu Dhabi government entity the sale of a healthcare business in the UAE. of the shares.

in a series of ICC and DIAC arbitrations A leading, global automotive company A major global port operator seated in Abu Dhabi and Dubai relating to the development of the largest exhibition on disputesand potential arbitrations in ICC arbitration proceedings relating to the centre in the Middle East. Claims and relating to the termination of ashareholders termination of a contract for the expansion counterclaims were valued in excess of agreement and distribution agreements of a container terminal in the Middle East. USD300m. These arbitrations involved a concerningvarious jurisdictions in the Middle We defeated the claims and our client was large volume of complex claims for East including the UAE and Saudi Arabia. successful in its counterclaims, and extensions of time and additional costs. recovered more than 90% of its costs. An international company A major Dubai development company A major Japanese contractor in a USD240m arbitration relating in a Dubai seated arbitration commenced by todisputes arising under a memorandum in disputes relating to an EPC contract a hotel group. We successfully brought the of understanding enteredinto between the for the construction of a power and arbitration to an end based on the parties for astate of the art hospital in the desalination plant in the UAE. The Claimant’s failure to comply with the Gulf region. contractor’s claims were valued at around arbitration agreement. USD200m and included claims for A Kuwaiti finance company additional time and money. A Middle Eastern company (headquartered in Abu Dhabi) in an arbitration concerning a joint venture in A leading Middle Eastern company in: the GCC region. in ICC arbitration proceedings arising out of – an arbitration under the ICC Rules, seated a joint venture agreement for a strategic A multinational provider of in London, concerning a dispute arising development project in the UAE. pay-television services out of an amendment to a mid-term LNG sales agreement. We defeated the entire in an arbitration arising out of an An Abu Dhabi government entity claim and our client recovered 100% of M&A transaction. its costs; in ICC arbitration proceedings relating to the termination of a contract for a landmark – an arbitration under the ICC Rules, seated project in Abu Dhabi. Claims were valued at in London, concerning a dispute arising around USD200m. out of two long-term agreements for the supply of LNG into six different Western European markets.

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Real estate and hospitality

Allen & Overy’s Real Estate and Hospitality practice combines expertise across the Middle East, North Clients praise the Africa and globally in real estate development, investment, lettings, financings, funds and corporate transactions. We provide our clients with an integrated service covering all aspects of real estate, drawing team as “excellent, on skills in all relevant areas. and they benefit We have particular experience in the management and letting of major developments, as well as the planning and implementation of major ground-up developments, special economic zones and free zones, massively from and our team works closely with investment funds, construction and projects colleagues in connection having a really with a number of these projects. Our real estate and hospitality resource is based ‘on the ground’ in the region and we are therefore able thorough to provide a responsive ‘single source’ for legal advice throughout the Middle East region. Our Middle East real estate and hospitality team has established itself as a significant force in the market. understanding of Our team is known for its rigorous and commercial approach and covers the real estate market from the legal every perspective. environment. They’re very Real estate and Environment Master Legislative Landlord Planning efficient and very development and community and regulatory and tenant and zoning good at knowing finance sustainability declarations advice

their client.” Hotel Commercial Sale and Strata management Mixed-use Chambers Global UAE property Outsourcing leaseback title and operating schemes 2018 (Real Estate) transactions agreements

SIGNIFICANT DEALS

LARGE-SCALE REAL ESTATE CROSS-BORDER REAL ESTATE JVS Westbrook Partners TRANSACTIONS IN THE UAE AND CORPORATE REAL ESTATE On the acquisition of The London Collection ACQUISITIONS & DISPOSALS portfolio from the BlackRock Workspace Tourism Development and Investment Property Trust (BWPT), a joint venture Company PJSC (TDIC) In conjunction with our relationship firm Khoshaim & Associates in Riyadh, Saudi between Workspace Group and the On the disposal of certain of its key assets to Aramco Development Company BlackRock UK Property Fund for GBP118m. Aldar Properties PJSC (Aldar) for a purchase price of approximately AED3.7bn making this On the real estate aspects of a joint venture LEASING AND COMMERCIAL one of the UAE’s largest property transactions agreement with Lamprell, Bahri, and PROJECTS to date. The assets included in the sale were Hyundai Heavy Industries for the creation, development and operation of a new Dubai International Financial drawn from a range of different sectors Centre Authority including hospitality, retail, district cooling, maritime yard in Ras Al-Khair, Saudi Arabia. residential and education, as well as a An Asian investor On its new standard form office lease for the number of projects under development on Dubai International Financial Centre. Saadiyat Island, Abu Dhabi. On the acquisition of a 49.9% stake in Oxford Properties’ French portfolio valued Bloomberg L.P. and a global An Abu Dhabi sovereign wealth fund at circa EUR800m. financial institution, as well as other international tenants On the acquisition of a large commercial Aldar office tower in Abu Dhabi. On leases of office premises within the Dubai On its real estate joint venture with International Financial Centre. Emaar, the Economic City Etihad Airways. Masdar On real estate, utilities, regulatory and Aldar finance-related matters, including real estate On the development pre-let to Siemens of its standard form leases and the services and On its USD3bn merger with Sorouh Real new bespoke Middle East HQ in Masdar City, management structure. Estate. This transaction was the first public Abu Dhabi. company merger implemented under the Masdar City universal succession provisions of the UAE Etihad Airways On the real estate, financing and letting Companies Law. On the acquisition, procurement, leasing and aspects of a multi-billion-dollar emerging Mubadala Investment Company construction issues for its new Etihad Plaza global cleantech cluster and low carbon city building in Abu Dhabi. in Abu Dhabi. On its joint venture with Metlife Investment Management for the acquisition of a 95% Dubai Airports Abu Dhabi Ports Company stake in Boro Station, Virginia, USA, for On its retail concession and hangar On the development and concessions for the USD244m. arrangements with tenants within the new Khalifa Port. QInvest Dubai International Airport. Aafaq Holdings LLC On a joint venture with Osprey Partners for GEMS On a large-scale office, leisure, residential the forward funding of the development of A major MENA education provider, on the and hotel mixed-use development in an apart-hotel at 27 Commercial sale and leaseback of certain real the UAE. Road, Aldgate. estate assets. Aldar QInvest BAE Systems On a number of real estate development On its joint venture with Apache Capital to On a multi-billion Riyal Shari’a-compliant sale matters in Abu Dhabi. develop Angel Gardens, a large PRS and leaseback programme in Saudi Arabia, scheme in Manchester. financed through investment funds. Mubadala Al Rajhi Invest Numerous landlords and tenants On a number of real estate development matters in Abu Dhabi and internationally. On its investment in 20 high-end residential On leasing matters throughout the UAE, apartments at Riverwalk House, London, including in the DIFC and the ADGM. and Westminster Quarter, London.

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HOSPITALITY AND LEISURE PROJECTS Infrastructure Capital Group Financia Capital The syndicate of underwriters On the development of a hotel and resort in On the negotiation of a hotel management Fujairah, UAE. agreement with Rezidor for the On the initial public offering of Emaar Malls first Radisson Blu hotel in Cameroon. Group (EMG), and its listing on the Dubai Aldar Properties PJSC Financial Market. Kingdom Hotel Investments On the corporate and real estate aspects of Kempinski its JV for the operation and management of On its disposal (by sale of the shares in a the Ferrari World Theme Park in Abu Dhabi. Cayman Islands-based company) of the On a number of matters regionally and Four Seasons Hotel, Damascus, Syria. internationally relating to its hotel Emirates Heights Golf management business. Course Developments Kingdom Hotel Investments Aafaq Holdings Acting for the developer of a golf course and On its disposal of the Four Seasons Resort associated residential and commercial Langkawi, Malaysia. On management arrangements with buildings and infrastructure in Ras Al Starwood in connection with a new Aloft Kingdom Hotel Investments Khaimah, UAE. Hotel to be constructed in the UAE. Universal Studios On its disposal of the Movenpick Ambassador Abu Dhabi Airports Company Hotel, Accra, Ghana. On a theme park and hotel that was to On the design, construction, be developed, constructed and operated financing, operation and maintenance in Dubailand of a hotel development at Abu Dhabi International Airport.

Construction

Our regional Construction group comprises an integrated team of specialist lawyers spread across our offices in the Middle East. Our strategic presence in Abu Dhabi and Dubai means we are able to provide full-service legal advice throughout the MENA region. Advising the full range of industry participants, including contractors, owners and developers, we cover the construction market from every perspective. Our Construction practice also has considerable involvement in the region’s most significant project finance deals across sectors, such as power, real estate, petrochemicals, metals and rail. We are well placed to advise on all of the following:

Reimbursable Project Design and and lump sum management Dispute resolution construction contracts construction consultancy contracts agreements

Standard normal Conflict management Consultancy (eg FIDIC) and EPC/ and contractor appointments bespoke contract turnkey contracts performance issues documentation

Overhaul and Invitation to tender Build, own and maintenance and procurement O&M contracts transfer contracts services contracts documentation

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“Clients laud the team’s market insight, stating: “A world-class firm.”

‘They benefit massively from having a really thorough Chambers Global 2017 understanding of the legal environment. They’re very (Middle East Construction) efficient and very good at knowing their client’.”

Chambers Global UAE 2018 (Construction)

SIGNIFICANT DEALS

Real Estate Industrial Ports

–– King Abdullah Economic City –– Maaden Phosphates Project (KSA) –– Aden Port (Yemen) Project (KSA) –– Brasil Foods Plant (UAE) –– Jebel Ali Port (UAE) –– Masdar City (UAE) –– Fujairah Cement Project (UAE) –– King Abdullah Economic City Port (KSA) –– Saudi Housing Project (KSA) –– Dead Sea Gateway Port (KSA) –– Silk City (Kuwait) Oil & Gas –– TAPI Pipeline Project (Turkmenistan, Power Transportation Afghanistan, Pakistan and India) –– Az Zour North IWPP (Kuwait) –– Dubai International Airport (UAE) –– Duqm Refinery (Oman) –– Ibri Sohar IPPs (Oman) –– Etihad Rail (UAE) –– Saudi Aramco Total Refinery (KSA) –– Rabigh II IPP (KSA) –– Qatar Rail (Qatar) –– Sohar Refinery Expansion (Oman) –– Abu Dhabi Airport (UAE) Education Petrochemicals –– Riyadh metro (KSA) –– Pathfinder social infrastructure –– Liwa Plastics Project (Oman) PPP project (KSA) Leisure –– Sipchem Acetyls Project (KSA) –– Ferrari World Theme Park (UAE) –– National Chevron Philips Project (KSA) –– World Cup 2022 (Qatar) –– Expo 2020 (UAE) –– Dubai Parks and Resorts Theme Parks (UAE) –– IMG World & Adventure Theme park (UAE)

Key contacts

Dubai

Ian Ingram-Johnson Bilal Ahmad Ian Bevan Samer Eido Regional Managing Partner – Dubai Partner – Dubai Partner – Dubai Partner – Dubai Tel +971 4 426 7105 Tel +971 4 426 7126 Tel +971 4 426 7119 Tel +974 4 419 4302 Mob +971 50 652 2329 Mob +971 050 457 9813 [email protected] Mob +974 33 693 265 [email protected] [email protected] [email protected] ––Real Estate ––Banking ––DCM ––Hospitality & Leisure ––Banking ––Projects ––Islamic finance ––Corporate

David Foster Yacine Francis Kamar Jaffer Julian Johansen Partner – Dubai Partner – Dubai Counsel – Dubai Partner – Dubai Tel +971 4 426 7171 Tel +971 4 426 7228 Tel +9714 426 7163 Tel +971 4 426 7158 Mob +971 56 603 8439 Mob +971 56 656 3244 Mob +971 56 995 7746 Mob + 971 56 686 9832 [email protected] [email protected] [email protected] [email protected] ––Corporate ––Litigation and Arbitration ––Investment Funds ––Banking ––Anti-Bribery and Corruption ––Projects

Sachin Karia Judith Kim Anzal Mohammed Kyle Nevin Partner – Dubai Partner – Dubai Partner – Dubai Partner – Dubai Tel +971 4 426 7141 Tel +971 4 426 7107 Tel +971 4 426 7115 Tel +971 4 426 7233 Mob +971 50 655 8507 Mob +971 56 417 5605 Mob +971 50 657 3486 Mob +971 56 676 0220 [email protected] [email protected] [email protected] [email protected] ––Construction ––Banking ––DCM ––Banking ––Projects ––Projects ––Islamic finance ––Projects ––Corporate ––Oil and Gas

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Zeid Qursha Simon Roderick Christian Saunders Andrew Schoorlemmer Partner – Dubai Partner – Dubai Partner – Dubai Partner – Dubai Tel +971 4 426 7124 Tel +971 4 426 7101 Tel +971 4 426 7106 Tel +971 4 426 7102 Mob +971 50 459 2860 Mob +971 50 652 4166 Mob +971 50 451 3747 Mob +971 56 603 6000 [email protected] [email protected] [email protected] [email protected] ––Corporate ––Corporate ––Banking ––Corporate ––Litigation and Arbitration ––Restructuring ––Projects

Nick Smith Anthony Traboulsi Partner – Dubai Partner – Dubai Tel +971 4 426 7128 Tel +971 4 426 7188 Mob +971 50 631 4995 Mob +971 50 208 6886 [email protected] [email protected] ––Investment Funds ––Banking

Abu Dhabi

Ibrahim Mubaydeen Shaun Beaton Tom Butcher Khalid Garousha Managing Partner – Abu Dhabi Partner – Abu Dhabi Partner – Abu Dhabi Partner – Abu Dhabi Tel +971 2 418 0401 Tel +971 2 418 0408 Tel +971 2 418 0414 Tel +971 2 418 0470 Mob +971 50 615 8457 Mob +971 56 418 6170 Mob +971 50 189 4485 Mob +971 50 455 7911 [email protected] [email protected] [email protected] [email protected] ––Corporate ––Projects ––TMT ––Corporate ––Regulatory ––Energy ––IP ––ECM ––Regulatory

Nicholas Stuart Partner – Abu Dhabi Tel +971 2 418 0456 Mob +971 50 640 6724 [email protected] ––Corporate ––ECM

allenovery.com GLOBAL PRESENCE

Allen & Overy is an international legal practice with approximately 5,500 people, including some 550 partners, working in more than 40 offi ces worldwide. Allen & Overy LLP or an affi liated undertaking has an offi ce in each of:

Abu Dhabi Bucharest (associated oﬃ ce) Hong Kong Munich Singapore Amsterdam Budapest Istanbul New York Sydney Antwerp Casablanca Jakarta (associated oﬃ ce) Paris Tokyo Bangkok Dubai Johannesburg Perth Warsaw Barcelona Düsseldorf London Prague Washington, D.C. Beijing Frankfurt Luxembourg Rome Yangon Belfast Hamburg Madrid São Paulo Bratislava Hanoi Milan Seoul Brussels Ho Chi Minh City Moscow Shanghai

Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. Allen & Overy LLP is authorised and regulated by the Solicitors Regulation Authority of England and Wales.

The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at our registered office at One Bishops Square, London E1 6AD.