Real Estate & Construction
Middle East
Final-for RECON 26/10/2017 12:45:10
"Charles Russell Speechlys is ‘top class in all respects’." Legal EMEA, 2015
Final-for RECON 26/10/2017 12:45:10 Introduction
About Charles Russell Speechlys
Charles Russell Speechlys is an l Our Construction team was shortlisted international law firm headquartered in for the Construction “Team of the London with offices in the UK, Europe and Year" at The Legal Week Corporate the Middle East. Counsel Awards 2017.
We have been active on Middle East l The Charles Russell Speechlys’ Real projects for several decades. Our first Estate team was shortlisted in The Middle East office opened in Bahrain Oath Middle East Legal Awards 2015 in 2006. Since then, and in response to and 2016 for ‘Real Estate and Simon Green requests from our clients, we opened in Partner, Real Estate Construction “Team of the Year”. In Qatar in 2013 and Dubai in 2017. We also Charles Russell Speechlys, Middle East 2015, our Real Estate team received an have coverage in Saudi Arabia through an “Honourable Mention” for Real Estate & associate law firm. We provide expertise in Construction “Team of the Year”. Real Estate, Construction, Engineering & Projects. l Simon Green is noted in Chambers Global 2017- Qatar in Ranked Lawyers With English and Arabic speaking lawyers, for Projects & Energy category. we deliver services to a broad range of clients including occupiers, corporates, l Both Simon Green and Paula Boast are major investors, developers, contractors, recognised by Chambers Global 2017 consultants, government and sovereign (Bahrain) in its “Spotlight table”. wealth entities as well as high-profile families and individuals across the Middle l Paula Boast is a winner of a Client Paula Boast East. Choice Awards 2017 for the Partner, Construction, Engineering & Construction category for Bahrain. Projects We pride ourselves in providing practical, Charles Russell Speechlys, Middle East commercial and innovative advice which adds value and provides our clients with a competitive advantage.
Our accolades and rankings We are proud of our achievements in the region including:
l Our Real Estate and Construction team is ranked as Tier 1 for Bahrain in Legal 500, 2017. l Our Real Estate team was shortlisted for the Real Estate “Team of the Year” at The Legal Week Corporate Counsel Awards 2015 and 2016.
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Final-for RECON 26/10/2017 12:45:10
"Very hard-working and thoughtful people who come up with solutions." Chambers Global, 2015
Final-for RECON 26/10/2017 12:45:10 Our Services
Our Services
Development & Infrastructure Hotels & Hospitality We regularly advise on real estate and We have a multi-disciplinary hotels & construction issues across a broad range hospitality team with years of experience of development projects. In the Middle East, across the sector. Our lawyers have acted we have acted for clients on the following: for a diverse range of clients including hoteliers, banks, investors, private l Large scale public infrastructure individuals, developers and corporates projects (including PPPs) interested in adding this fast growing real l Iconic master plan developments estate asset class to their existing portfolio. l Commercial, residential and mixed-use developments Construction, Engineering & Projects We deal with all aspects of construction and l Urban development & regeneration engineering law including: projects l Low cost housing projects l Drafting and negotiating international forms of building and contracts (from Property Investment & Management tender, procurement and early works Our years of experience have gained us an documents to main works contracts) excellent reputation for advising clients including government standard forms (both corporate and individual) on investing and FIDIC in both commercial and residential property. l Advising on the most efficient and As part of this service, we assist our clients effective procurement, tendering and in relation to all connected matters such as The team’s chief strength is supply chain strategies ‘the synergy gained from the corporate structuring and tax advice. We also regularly advise clients on their leasing l Drafting and negotiating other required co-operative manner in which documentation such as project each individual works with all and asset management requirements across a number of asset classes, such as agreements, consultancy agreements, others’." retail shopping centres and commercial off-take agreements, bonds, guarantees, associated financial Legal EMEA 500, 2015 office towers. security documentation and facilities Real Estate Finance management agreements We regularly advise corporates, financial l Advising on insolvency in the institutions, sovereign wealth funds and construction sector major developers in the region in relation to: l Construction related claims l Raising acquisition finance management, dispute resolution and arbitration. l Structuring arrangements using both conventional and Islamic solutions l Syndicated project finance l Security structuring advice l Refinancing matters
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Final-for RECON 26/10/2017 12:45:10 Our Recent Experience
Our Recent Experience
…Simon [Green] has proven Development & Infrastructure Additionally, advising on a number of other development projects such as on the credibility, built trust and Marassi Al Bahrain construction of a Chinese themed shopping shown flexibility and openness Advising Eagle Hills Diyar in relation to the mall. at all times, which mixed-use development known as “Marassi distinguishes CRS as a truly Al Bahrain”. A USD multi-billion project Quasi-Government Development professional and dedicated which spans across 864,000sqm of land Company, Bahrain Assisting a real estate development and law firm that we would gladly on Bahrain’s largest and most iconic master planned development, Diyar Al Muharraq. investment company on a freehold recommend to others.” Our firm has been advising on residential high rise building in the Seef Raouf Salama, Senior Legal Adviser, the development of a complex podium district. Work has ranged from advising on Eagle Hills structure on 'Plot 1'. The projected cost all related laws, assisting with the project of Plot 1 is circa USD 1.2 billion and includes structuring requirements, assisting with a 190,000sqm shopping complex, 480 obtaining a Developer’s license seafront apartments and luxury hotels and and reviewing and drafting all types of serviced apartments from both ‘The contracts (e.g. sales agreements, Address Hotels and Resorts’ and ‘Vida contracts relating to the owners' Hotels and Resorts'. Work has ranged association and FIDIC construction from advising on the required strata titling contracts). strategy to sale and leasing arrangements at the project. Lusail Project I, Qatar Advising a prominent sub-developer in Central Market Redevelopment, Bahrain relation to all matters arising from the One impressed client Advising a Bahrain based development Energy City development at Lusail, Qatar (the region’s first integrated business hub described Paula Boast as 'one manager (acting on behalf of the Manama Municipality) on the redevelopment of the dedicated to the hydrocarbon industry). of the best lawyers in the Central Market site into a mixed-use Work has involved advising on a number of region advising on contracts'." destination and transport hub. Initial work key contracts such as development agreements, lease agreements, Chambers Global, 2017 has included advising on the best legal structure to procure the development infrastructure agreements, consultancy taking into account the inability to divest of appointments and property management freehold ownership. contracts. We have also continued to advise on several disputes. Diyar Al Muharraq, Bahrain Advising the master developer of Bahrain’s Lusail Project II, Qatar largest reclaimed master development on Advising a financial institution acting as a the development of both social and sub-developer in relation to the Lusail affordable housing and associated project. We assisted on the proposed infrastructure work based on a modified disposal of plots as well as advising on the PPP model with a deal value in excess of procurement and delivery of required USD 1 billion. infrastructure and the layering of the sub- community.
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Final-for RECON 26/10/2017 12:45:10 Our Recent Experience
Simon Green advises on Quasi-Government Development work included undertaking comprehensive Company, Qatar due diligence in relation to title and ancillary investments and assets across Advising a multi-billion USD shareholding matters, drafting and negotiating the sale the region. Sources note his company that operates and develops and purchase agreement as well as drafting active presence in projects specialised domestic and economic zones. and negotiating a leaseback of the property and his personable approach.” Work has ranged from advising on the to the seller. simplified PPP structure for delivering Chambers Global, 2017 logistics premises across Qatar to Shopping Mall, Bahrain concession agreements and construction Preparing the agreement for lease and contracts for major infrastructure standard form lease for a shopping mall development work, worker development on Bahrain’s largest master accommodation facilities and hotel and planned development. Work has also hospitality projects. included preparing the property management agreement for the on-going Doha Festival City, Qatar management of one of the malls. A large team with a sizeable Advising the anchor tenant with its 4 sites at and growing stake in the one of Doha’s newest and most iconic Qatar Financial Centre (QFC) shopping destinations. Work entailed Advising the QFC in relation to a number of market for real estate-related property related contracts including leases, matters. Frequently acts on advising the client with all aspects of the development agreements for lease and licences, management and property some of the largest leases for each site as well as negotiation services agreements. developments in the country with the landlord. including PPPs.” UK Financing Product, Qatar Mixed-Use Development, Saudi Arabia Assisting several prominent banks in Qatar Chambers Global, 2016 Advising a leading Saudi family with their to put in place a UK financing product for the intended mixed-use development acquisition of both commercial and comprising in excess of 2.6 million sqm. residential property in the UK. Work has Work has involved preparing all the major involved advising on UK regulatory project agreements including joint venture considerations as well as preparing and agreements, sale and purchase finalising the standard form facility agreements and development agreement and security documents. management agreements. Commercial Property Acquisition,
Qatar/UK Property Investment & Advising a Qatari client on the due diligence Management for the acquisition of a property for circa USD 70 million involving a freehold and Bahrain Bay, Bahrain leasehold structure. Work involved Advising a large international real estate negotiating and agreeing heads of terms, company listed on the Singapore exchange full investigation of title, reviewing and with the sale of partially developed land at commenting on the occupational leases, Bahrain Bay for circa USD 50 million. Work negotiating and drafting the property has involved dealing with all legal documents and dealing with all post requirements ranging from drafting and completion matters. finalising the sale and purchase agreement to dealing with all ancillary matters and Residential Acquisition, UAE documents. Advising a prominent UHNW individual with the acquisition of 7 off-plan apartments in Commercial Tower Acquisition, Bahrain Downtown Dubai. Advising a Bahrain-based bank with its USD 10 million acquisition of a prominent building in the Diplomatic Area of Manama. The
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Final-for RECON 26/10/2017 12:45:10 Our Recent Experience
The team has real depth Real Estate Finance Hotels & Hospitality across many subject areas but Sale and Leaseback II, Bahrain Iconic Hotel Development, Bahrain it is their singular approach to Advising a private equity fund with its Advising a quasi-government development the client and their focus on proposed acquisition of a warehousing and company with the appointment of a 5 star our business, not just the legal logistics development and subsequent international operator based in the Far East aspects of it that has delivered leaseback. Work has involved helping the in relation to the redevelopment of part of real value. Most valued of all is client structure the transaction on a Bahrain's corniche. Work included advising Shari'ah compliance basis. on the initial terms of reference as well as their approach to relationship the hotel management agreement and all building and management.” Villamar, Bahrain ancillary contracts. Matthew Bulger, Head of Strategic Assisting with the proposed mezzanine financing in relation to one of the ‘stalled’ Hotel Development, Bahrain Planning and Property Development, Advising a prominent development Naseej Properties projects in Bahrain. Work entailed structuring the financing through the company with it proposed USD 40 million acquisition of over 60 apartments with a hotel development and associated serviced put option / guaranteed buy back within an apartments in the Al Seef district of Bahrain. agreed period along with associated The work involved advising on the most security aspects. effective corporate and development structure in relation to the project along with Al Areen Development, Bahrain advising on the heads of terms with the Advising a leading development company in proposed local operator. relation to certain bespoke financing arrangements relating to the Al Areen Hotel Project, Bahrain development in Bahrain to ensure that Advising a Saudi-based HNW individual on contributions to the development from the appointment of a hotel operator sub-developers are allocated in a following the refurbishment of hotel transparent manner. Work included premises in Bahrain. Work included assisting establishing an escrow arrangement to with the procurement of the operator (the provide certainty to contractors that world’s largest hotel group, the Wyndham payment will be received for works which Group) to finalising the suite of the hotel are undertaken on pre-agreed payment management contracts. dates. Hotel and Branded Residences, Bahrain Sale and Leaseback, Riyadh, Saudi Arabia Advising a US based luxury hotel and Real Estate and construction Advising a Bahrain-based regional bank in hospitality group with the initial due diligence expert Simon Green... gives relation to the acquisition of commercial aspects in relation to the proposed first class advice." properties in Riyadh for a combined value of development of hotel and branded USD 30 million from a leading Saudi residences. Legal EMEA 500, 2013 company. The transaction was structured Bahrain Tourism Company, Bahrain on a Shari’ah compliant sale and leaseback Advising on a refurbishment, demolition and (ijara wa iqtina) basis. Detailed real estate rebuild of a 5 phase hotel project on an and corporate advice was required to existing prime site to include direct liaison structure and implement the transaction with the hotel operator. and deal with SAGIA and SAMA related issues. Hotel Management Agreement, Oman Advising a government entity as the owner Hospital Development, UAE of a leading 5 star hotel in Muscat with the Advising a regional bank as part of a review and renegotiation of key provisions syndicated project financing in relation to within the existing HMA and ancillary the development of hospital in Dubai. The documents with their Marriott Group. project was structured on the basis of a
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Final-for RECON 26/10/2017 12:45:10 Our Recent Experience
Primary Integrated Tourism Developer, Construction Oman Advising Omani developer on contract King Abdulla Medical City, Bahrain claims strategy and disputes in relation to Advising on Phase 1 of an iconic mixed‐use its major ITC project for a 2.2 million sqm development. Project comprises of 2 tourism and hotel complex. phases. Phase 1 (value USD 450 million) includes master planning and construction Hotel Management Agreement, Qatar of 288 bed academic medical centre, staff Advising a real estate sovereign wealth fund housing and communal facilities. Recent based in Qatar with its proposed hotel work included securing the appointment of management agreement and associated the Lead Consultant, securing the contracts with Millennium Hotel & Resorts. appointment of internal project management and cost consultancy team, Hotel Contracting company, Qatar drafting RFP and associated tender Advising on contractor claims for delays, documentation for Phase 1, drafting FIDIC prolongation, project risks in relation to the Construction Contract and assisting the iconic JW Marriott Hotel in Doha. Advising client generally in settling its role, liaison and on strategy to be adopted for potential expectation in dealings on the project. contractor versus employer termination; as well as advising on performance bond Airport Expansion Programme, Bahrain injunction proceedings, as well as advising Advising on the major modernisation on validation and EOT claims strategy for programme to Bahrain’s airport. Work has Paula Boast is a key name to submission to the Qatari Court and project entailed assisting with construction note." risk. procurement and tendering as well as Legal EMEA 500, 2016 putting in place the required suite of Hotel and Branded Residences, Qatar bespoke drafted construction, consultancy Advising a US based luxury hotel and and supply contracts. hospitality group with the initial due diligence aspects in relation to the proposed Diyar Al Muharraq, Bahrain development of hotel and branded Advising on the key primary infrastructure residences. works to include design and supervision in integration with key ongoing third party Hotel Development, Saudi Arabia developments within the prime Diyar project Advising a prominent Saudi family owned itself, one of the world's largest reclamation company on the hotel management projects. agreement with the Accor Group in relation to a hotel situated in the Eastern Province. Mixed-Use, Water Front Development, Work involved negotiating the hotel Bahrain management agreement, the technical Advising on the construction and services agreement, the central services development aspects relating to one of agreement and the IP agreement. Bahrain’s most prominent water front development projects as part of a World Islands, UAE proposed Shari’ah refinancing by the Advising an international developer on the project’s sponsor. The work involved development of an island on The World advising on the main terms of the FIDIC- Islands in the Emirate of Dubai comprising a based construction contract. 5 star hotel and residences to be operated by an international hotel operator.
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Final-for RECON 26/10/2017 12:45:10 Our Recent Experience
In 2015, I had a (new) GARMCO, Bahrain New Housing Project, Bahrain Advising the first and one of the largest Advising a global Asian contractor on all successful experience with downstream aluminium facilities in the aspects of its USD600 million project to CRS LLP construction lawyers’ Middle East for rolling, cutting and include procurement, investment team who have reviewed the fabricating aluminium. Work involved development structuring and construction EPC contract for GARMCO's drafting of EPC and FIDIC Construction contract advice. new Cast House/Remelt contract documents for the part of Alba’s expansion smelter project to include dealing Mechanical/Industrial Engineering Expansion Project. Beside the Company, Qatar team's professional support with procurement and tender process advice and assistance with a contract/ Advising a client on FIDIC procurement, and prompt response, project value of USD 3.5 billion. project risk and contract training and advice GARMCO’s legal position was on specialist tenders submitted to assured and well protected Review of Construction Contracts, Bahrain subcontractor Qatar Rail as part of the under the contract.” Advising a Bahraini based development 2022 rail network and metro systems company in relation to reviewing their including contract training sessions to the Fadia Mufid, Legal Counsel, Gulf standard form of construction contract client’s engineering procurement team. Aluminium Rolling Mill B.S.C (GARMCO) (based on the Ministry of Works building Reviewing draft Tender Documents and contract) to bring it into line with best Contract Terms & Conditions. Advising on practice. the final submission of a multi-million Contractor Proposal. Shakhoura Housing Project, Bahrain Advising a prominent Bahrain based Oil & Gas Specialist Contractor, Qatar development company in relation to the Advising an oil and gas specialist contractor preparation of bespoke consultancy and on its call off contracts for Halul Island. building contracts in relation to the Initiating performance bond injunction development of a number of affordable proceedings in the Qatar Courts for the housing units and associated infrastructure Lusail Gas Farm project. Advising on claims in Shakhoura, Bahrain. The work also for extensions of time, acceleration costs involved advising on the most efficient and delays under tank repair and procurement model and the appropriate replacement contracts. FIDIC form of contract (both FIDIC Yellow Book and FIDIC Red Book). Regional Construction Contractor, Qatar Assisting the Qatari division of a major Ministry of Works, Municipalities Affairs & regional construction contractor in the ...sometimes when I want to Urban Planning, Bahrain drafting of a suite of standard form go in a certain direction Paula Advising on contracts for procurement of construction and procurement documents, [Boast] makes me stand back upcoming projects to include a new including pre-tender and early works and look at things in a operation and maintenance contract to add documents. to the standard form suite drafted by Paula different way. I remember that Boast in 2009 specific to Sanitary Doha International Airport, Qatar I am not the lawyer. She Engineering & Maintenance Directorate. Advising a top-tier specialist contractor in relation to claims under FIDIC terms arising guides me.” Advising contractor contract extensions and claims for EOTS & additional costs to out of their package of works at Hamad Yasser Al Rayes, Managing Director of the operational Tubli Sewage Treatment International Airport project. Riffa Views BSC and Director of Arcapita Plant (STP), the largest ozone treatment BSC plant in the Middle East.
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Final-for RECON 26/10/2017 12:45:10
Final-for RECON 26/10/2017 12:45:10 Contact Our offices
For more information please contact: London Doha 5 Fleet Place Palm Tower Simon Green London Floor 15 Partner, Middle East EC4M 7RD UK West Bay Real Estate T: +44 (0)20 7203 5000 PO Box 26600 Doha [email protected] Qatar Cheltenham T: +974 40342036 Paula Boast Compass House Partner, Middle East Lypiatt Road Dubai Construction, Engineering & Projects Cheltenham Index Tower, West Tower [email protected] Gloucestershire 11th Floor, Unit 1108 GL50 2QJ UK P.O. Box 507226
T: +44 (0)1242 221122 DIFC, Dubai, UAE T: +971 4 246 1900 Guildford One London Square Geneva Cross Lanes 9-11 rue du Prince Guildford 1204 Geneva Surrey Switzerland GU1 1UN UK T: +41 (0)22 591 18 88 T: +44 (0)1483 252525 Hong Kong Unit 1002, L10, 1 Duddell Street, Central, Hong Kong T: +852 6596 7517
Luxembourg 2 rue Jean Monnet L-2180 Luxembourg T: +352 26 48 68 00
Manama Bahrain World Trade Center Floor 24 East Tower PO Box 31249 Manama Kingdom of Bahrain T: +973 17 133200
Paris 41 Avenue de Friedland 75008 Paris France T: +33 (0) 1 70 99 09 00
Zurich Basteiplatz 7 8001 Zurich Switzerland T: +41 (0)43 430 0200
charlesrussellspeechlys.com
Charles Russell Speechlys LLP is a limited liability partnership registered in England and Wales, registered number OC311850, and is authorised and regulated by the Solicitors Regulation Authority. Charles Russell Speechlys LLP is licensed by the Qatar Financial Centre Authority in respect of its branch office in Doha and registered in the Dubai International Financial Centre under number CL2511 and regulated by the Government of Dubai Legal Affairs Department in respect of its branch office in the DIFC. Charles Russell Speechlys LLP’s branch office in Hong Kong is registered as a foreign firm by The Law Society of Hong Kong. Any reference to a partner in relation to Charles Russell Speechlys LLP is to a member of Charles Russell Speechlys LLP or an employee with equivalent standing and qualifications. A list of members and of non-members who are described as partners, is available for inspection at the registered office, 5 Fleet Place, London, EC4M 7RD.
Final-for RECON 26/10/2017 12:45:10