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Allen & Overy in the Middle East

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© Allen & Overy LLP 2013

Allen & Overy in the Middle East2

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Contents

Global reach 4

Allen & Overy in the Middle East 8

Banking/Project Finance 14

Corporate 16

Mergers & Acquisitions 17

Equity Capital Markets 18

International Capital Markets 20

Investment Funds 22

Islamic Finance 25

Litigation and Arbitration 28

Real Estate 30

Construction 32

Telecommunications, Media and Technology 35

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Global reach

Many of our clients are reaping the benefits of globalisation while also meeting the challenges it creates. As an international law firm, our overriding goal is to work alongside our clients as a trusted boardroom adviser, providing the support they need to thrive in this dynamic economic environment.

As our clients have moved to maximise commercial opportunities in new markets, so have we. As a result, we are continuing to invest in a growing network of international offices that covers Europe, Asia Pacific, the Middle East, the Americas and Africa. The recent addition of Istanbul, Hanoi, and Ho Chi Minh City takes Allen & Overy’s international network to 42 offices in 29 countries – the largest global footprint among the leading global law firms.

Nearly 70% of our work involves Allen & Overy offices in two or more jurisdictions and more than 50% involves at least three. These figures are a testament to our ability to provide seamless solutions for clients’ most complex and important multi-jurisdictional matters.

But our presence is only half of the story. Our 5,077 staff, including over 500 partners worldwide, work together

in a highly integrated manner to leverage their expertise and experience for our clients’ benefit. In a proud 80-year history, we’ve fostered creative, independent thinking within a collaborative culture, to ensure that outstanding things happen when the best minds work together. As a result, our lawyers are involved in many of the most influential commercial ventures and are known for providing clients with pioneering solutions to the toughest legal challenges. This, above all, explains why Allen & Overy remains a leader in its field.

Where we do not have an officeFor some years, Allen & Overy has operated International Desks covering jurisdictions where it does not have offices. Allen & Overy lawyers with experience in the relevant region manage the International Desks. Allen & Overy has taken this level of global coordination to new heights by appointing a full-time global markets partner, Stephen Denyer, to spearhead further development of the International Desks. This is the first such appointment by any law firm and has resulted in the creation of dedicated Global Interest Groups

(GIGs), each with partner leadership, a clear mission and significant resources. Turkey and Africa are excellent examples of developments in this area.

In the jurisdictions where Allen & Overy does not have an office, we have established close working relationships through our International Desks and GIGs with a number of leading local law practices. We believe this approach provides our clients with a global service, up-to-date knowledge of legal and market trends, and access to the best law firms in most jurisdictions. Our International Desks and GlGs work day-to-day with local counsel in their respective areas. For each jurisdiction, we have one or more partners who are responsible for and have regular relationship meetings with local firms, and we run a significant programme of secondments from and to our relationship law firms.

Annual Global Markets conferenceEvery year, Allen & Overy holds its Annual Global Markets conference. In September 2012, this conference brought together 170 partners from 105 relationship firms in 70


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countries from around the world, with representatives from countries as diverse as Nigeria, Chile, Vietnam, Turkey, Algeria, Syria, Yemen, Tunisia, Sweden, Kazakhstan, Canada, Portugal, Mexico and South Africa. At the conference, we openly share our know-how and insights with conference attendees. This strengthens contacts with law firms in jurisdictions where we do not have offices. When we recommend a law firm to a client, we can genuinely say that we know the law firm and that the law firm understands our service standards.

Cross-border intelligenceThere are currently around 320 separate jurisdictions around the world, each with their own laws, making for a bewildering number of largely inaccessible legal regimes, especially in emerging markets. In addition to our own extensive office coverage and our associate firms, and close relationships with local firms worldwide, we have therefore launched our Global Law Intelligence Unit. The Intelligence Unit draws upon our network of more than 2,500 lawyers worldwide within the firm and aims to reduce the costs and time of assembling cross-border legal intelligence.

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GLOBAL PRESENCE

AFRICACasablanca

AMERICASNew YorkSão PauloWashington D.C.

ASIA PACIFICBangkokBeijingHanoi Ho Chi Minh CityHong Kong Jakarta*PerthShanghaiSingaporeSydneyTokyo

EUROPEAmsterdamAntwerpAthens**BelfastBratislavaBrusselsBucharest*BudapestDüsseldorfFrankfurtHamburg

IstanbulLondonLuxembourgMadridMannheimMilanMoscowMunich ParisPragueRomeWarsaw

MIDDLE EASTAbu DhabiDohaDubaiRiyadh*

* Associated offices** Representative office


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208Americas

476Asia Pacific

196Central and Eastern Europe

30Africa101

The Middle East

1,054UK

936Western Europe

GEOGRAPHICAL SPLIT BY NUMBER OF LAWYERS – MIDDLE EAST

GEOGRAPHICAL SPLIT BY NUMBER OF LAWYERS – GLOBAL

78U.A.E

13Saudi Arabia

10Qatar

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Allen & Overy in the Middle East

Simon Roderick

Regional Managing Partner

Tel +971 4 426 7101 [email protected]

Dubai

Ibrahim Mubaydeen Managing Partner


Abu Dhabi

Zeyad Khoshaim

Managing Partner

Tel +966 55 4 377 944 [email protected]

Riyadh*

Samer Eido Managing Partner


Doha

Key facts:

Over 100 lawyers

23 partners

Over 35 years on the ground

Offices in Doha, Dubai, Abu Dhabi and Riyadh*

Native Arabic Capabilities

Excellent Contacts

“Described as a leading practice that has established a solid reputation, Allen & Overy is one of the key firms in the region.”

IFLR 1000 2011

“Allen & Overy has a strong, long-standing regional presence with more than 100 lawyers on the ground…as a result, the firm’s breadth of local knowledge surpasses many of its competitors, securing it appearances on the largest deals.”

Chambers Global 2012 – Middle East – Corporate/Commercial

*Zeyad S. Khoshaim Law Firm in association with Allen & Overy LLP


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“This international heavyweight is recognised for its outstanding cross-border work, in addition to its deep understanding of local law and culture.” Chambers Global 2012

Since we established a Dubai office in 1978, the region has been a highly significant part of our global network. Our Middle East practice has witnessed tremendous economic growth in the region, and we are proud to say that our clients’ businesses have developed in tandem with that growth.

We have offices in Dubai, Abu Dhabi and Doha, together with an associated office in Riyadh*, staffed by over 100 lawyers and offering high-quality legal advice in all key corporate, commercial and financial areas. We pride ourselves on combining international commercial experience with local expertise and quality people. Through our practice groups we are well known for our innovative approach to client service, as evidenced by our consistently high ranking in international league tables; and because of our excellent reputation we are consistently engaged to advise on the foremost cutting-edge deals throughout the region.

“This firm not only has an excellent regional footprint, thanks to its highly regarded offices in Dubai, Abu Dhabi, Riyadh* and Doha, but also benefits from an outstanding global network.” Chambers Global 2011 – Middle East

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What can we offer you?Wide-ranging and in-depth experience A presence in the region for over 35 years with in-depth experience on the markets’ most complex and high-profile transactions across the spectrum of legal services.

Quality people Our lawyers are among the region’s most experienced and highly regarded, delivering local advice to the highest international standard.

One-stop shop For English, UAE, Qatari and Saudi law advice through our offices in Dubai, Abu Dhabi and Doha and our associated office in Riyadh*.

Strong relationships With local law firms, key government agencies and regulatory bodies in all Middle Eastern jurisdictions.

International reachWith 42 offices in the world’s key jurisdictions.

Comprehensive, innovative adviceDelivered by a team of commercially-minded expert lawyers.

A relationship focus We understand the importance of getting to know you and your team, and your business goals and values. We work in partnership with our clients and aim to develop long-term relationships with them.

Arabic capabilityOur lawyers’ bilingual skills help our clients bridge the gap between Arabic and English in translation, whether drafting regulations or conducting deal negotiations.

Our regional presence“Allen & Overy’s unparalleled bench strength and universally positive client feedback lift it above the competition and into a league of its own.”Chambers Global 2011


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Current directory rankings

IFLR1000 Saudi Arabia 2013Banking – Tier 1

Capital Markets – Tier 1

M&A – Tier 2

Project Finance – Tier 1

Chambers Global Saudi Arabia 2012Banking & Finance – Band 1

Capital Markets – Band 2

Corporate/Commercial – Band 2

Dispute Resolution – Band 3

Legal 500 Saudi Arabia 2012Banking & Finance – Tier 1


Corporate/M&A – Tier 2

Dispute Resolution – Tier 3

Projects & Energy – Tier 2

Legal 500 UAE 2012Banking & Finance – Tier 1

Corporate/M&A – Tier 1

Dispute Resolution – Tier 3

Investment Funds – Tier 1

Projects & Energy – Tier 1

Real Estate – Tier 2

TMT – Tier 1

IFLR1000 UAE 2013Banking – Tier 1


M&A – Tier 1

Project Finance – Tier 1

Chambers Global Middle East 2012Capital Markets – Band 1

Corporate/Commercial – Band 1


Investment Funds – Band 1

Islamic Finance – Band 1

Projects & Energy – Band 1

Chambers Global UAE 2012Banking & Finance – Band 1

Capital Markets – Band 1

Corporate/Commercial Band 1


Real Estate & Construction – Band 2

TMT – Band 1

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Awards

International Law Firm of the YearChambers Global Awards 2012

Restructuring Deal of the Year – Dubai World RestructuringIFLR Middle East Awards 2011

Law Firm of the Year – Middle EastChambers Global Awards 2012

Global Deal of the Year (Barzan) Project Finance Magazine 2011

Middle East Oil & Gas Deal of the Year – TamarPFI Awards 2011

Middle East Oil and Gas Deal of the Year – Jubail 2 (SATORP)Project Finance Euromoney 2011

Middle East Oil and Gas Deal of the Year 2011 (Barzan)PFI (Thomson Reuters) 2012

Global Deal of the Year 2011 (Barzan) Project Finance (Euromoney) 2012

Middle East Petro-chemicals Deal

of the Year – Jubail 2 (SATORP) PFI Awards 2011

Middle East Power Deal of the Year – Barka 3/Sohar PFI Awards 2011

Country Deal of the Year – Saudi Arabia SEC SukukIFN Awards 2010

Best Onshore Law firm – Client ServicesMena Fund Manager Fund Services Awards 2013


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Real Estate Law Firm of the YearQatar, Dealmakers Real Estate Award 2012

Global Infrastructure Law Firm of the Year Infrastructure Investor Awards 2012

Middle East Deal of the YearPort and Free Zone World Conventional and Islamic Financing, ALB The Brief Middle East Law Awards 2012

Debt and Equity - Linked Deal of the Year (GACA sukuk)IFLR Middle East Awards 2012

Structured Finance and Securitisation Team of the YearIFLR Middle East Awards 2012

Structured Finance and Securitisation Deal of the Year (Standard Chartered’s structured trust issuance programme)IFLR Middle East Awards 2012

Project Finance Deal of the Year (Mostorod) IFLR Middle East Awards 2012

Project Finance Team of the Year IFLR Middle East Awards 2012

Corporate Team of the YearThe Lawyer Awards 2012

M&A Deal of the Year (Mannai acquisition of Damas International)IFLR Middle East Awards 2012

Restructuring Deal of the Year (Nakheel Restructuring)IFLR Middle East Awards 2012

M&A Team of the YearIFLR Middle East Awards 2012

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Banking/Project Finance

The leading finance practice– Nine 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– Project finance

– Islamic finance

– Bilateral and syndicated loans

– Acquisition finance

– Trade finance

– Asset finance

– Property finance

– Leveraged finance

– Cross-border financings

– Restructuring/insolvency

Project financeWe 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

“Bimal Desai has secured ‘the best reputation in the region’.”Chambers Global 2012 – Middle East – Banking & Finance

Bimal DesaiPartner, Dubai – Head of Middle East Banking Practice

“Allen & Overy has been doing deals in the region for much longer than many firms, and, in addition to being well entrenched, is most efficient in terms of keeping costs down.”Legal 500 2011 – UAE: Banking and Finance

Global Deal of the Year – BarzanProject Finance (Euromoney) 2011

“Most renowned lawyer is Bimal Desai, who peers agree is one of the leading experts in the region.”IFLR1000, Banking And Finance 2013


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“This firm’s long-standing strength in project finance and its history in the Middle East make it a market-leading practice for any type of transaction.” Chambers Global 2012 – Middle East – Banking & Finance

Rail

Telecommunications

Power

Mega Developments

Oil & GasMining

Airports

Real Estate

Waste

Petrochemical

Infrastructure

Refineries

Water

Ports

Sector expertise

Restructuring Deal of the Year – Dubai World IFLR Middle East Awards 2011

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Corporate

“Sources say ‘Allen & Overy is excellent; the firm is on top of its craft’.”Chambers Global 2012 – Middle East – Corporate/Commercial

The leading corporate practiceAllen & Overy operates a highly respected top-tier Corporate/ M&A practice with particular expertise in complex, high-value, multi-jurisdictional work. We advise on the full spectrum of corporate work, and have extensive experience advising banks, corporates and governments on local and cross-border work in the region, including advising on many of the region’s major transactions. In addition, we have the capability to undertake large-scale due diligence on transactions with large volumes of Arabic language documentation.

Breadth of expertise– Mergers, acquisitions and disposals

– Public company takeovers

– Private equity and hedge fund investments

– IPOs/ECM

– Joint ventures and strategic investments

– Spin-offs, recapitalisations, asset sales and restructurings

– General corporate matters

– Privatisations

– Funds

Sectors– Financial institutions

– Government entities

– Sovereign wealth funds

– Energy and utilities

– TMT

– Private equity/investment funds

– Industrial businesses

– Infrastructure

– Health care

– Education

“Allen & Overy’s unparalleled bench strength and universally positive client feedback lift it above the competition and into a league of its own.”Chambers Global, 2011 – UAE – Corporate/Commercial

“Andrew Schoorlemmer heads the Dubai Corporate team and is ‘among the few lawyers who can actually crack a problem and help close a deal’, according to clients.”Chambers Global, 2011 – UAE

“There were a lot of last minute crises and before I could think about it, he’d already drafted a solution. Very creative, very clever!”Chambers Global, 2012 – UAE – Corporate /Commercial

Andrew SchoorlemmerPartner, Dubai – Head of Middle East Corporate practice

M&A Team of the year IFLR Middle East Awards 2011 and 2012


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Mergers & Acquisitions

The Middle East team’s strengths lie in its depth of experience, sector and regional knowledge, on-the-ground presence and strength in numbers, as well as – most importantly – its ability to handle the most complicated high-profile corporate transactions in the region.

Thanks to the strength and depth of our practice and our commitment to our clients, over the last few years, the Dubai office alone has closed over 50 M&A transactions, with deal value in excess of USD30 billion.

Few firms can match the quality of our people, the clarity of our documentation, our top-tier position across the full range of financial products and our global reach.

OCI NVOn its USD9bn public takeover offer for Orascom Construction Industries SAE and simultaneous admission to listing and trading on NYSE Euronext Amsterdam.

Al-Futtaim Auto & Machinery CoAl-Futtaim Auto & Machinery Co (FAMCO), the Al-Futtaim Group’s distributor of commercial vehicles and industrial equipment, on the acquisition of 100% shareholding of Al-Rehab Equipment & Machinery Company in Saudi Arabia, the exclusive distributor for Volvo Construction Equipment in the Kingdom.

News Corporation On its first USD70 million and subsequent USD35m investment in Rotana Group, the Middle East media group owned by HRH Prince Alwaleed Bin Talal.

Discovery Communications On its acquisition of Takhayal Entertainment FZ LLC, Takhayal Television FZ LLC (Dubai) and Takhayal for Art Production (Egypt).

QFIB On the sale of a majority stake of Emirates National Factory Plastics Industries to Saudi Printing and Packaging Company.

Aldar PropertiesOn its proposed USD3bn merger with Sorouh Real Estate.

Citadel Capital On the USD1.4bn sale of its shareholding in Egyptian Fertilizers Company S.A.E. to Abraaj Capital.

Levant Capital On a joint USD100m acquisition with Citi Venture Capital International of a controlling stake in Al-Raya For Foodstuff Company Limited, a leading supermarket chain in Saudi Arabia.

Nomura International As financial adviser to Damas International on its USD445m takeover by Mannai Corporation and EFG Hermes Capital Partners.

HuaweiOn its acquisition of the technology and telecoms business of International Turnkey Systems, the leading IT solutions provider and software services provider throughout MENASA.

ACWA PowerOn a private placement of new issue primary equity shares to Sanabil and Saudi PPA.

Abu Dhabi National Energy Company (TAQA) On its acquisition of a 50% stake in a power plant located near Sulaymaniah in the Kurdistan region of Iraq.

TAQA On the acquisition of Jorf Lasfar Energy Company, the first ever IPP in Morocco, operating a 1350 MW power plant in Morocco.

AES Corporation and IDB Infrastructure Fund On the competitive sales process for the disposal of their power generating assets at Barka, Oman and separately at Lal Pir and Pak Gen, Pakistan.

PaltelOn the USD3bn telecommunications merger between Paltel and Zain Jordan.

Emirates National Oil Company Limited (ENOC) On its GBP1.2bn recommended cash acquisition of the remaining 48.5% of Dragon Oil Plc not currently owned by ENOC.

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National Bank of DubaiOn its merger with Emirates Bank International, creating a company with a combined market capitalisation of AED41.3bn.

Mubadala Development CompanyOn its USD833m acquisition of the Southeast Asia oil & gas exploration and production company, Pearl Energy Ltd, from Aabar Energy.

Al Khair National for Stocks and Real Estate Company LLC Kharafi-led consortium on the announced (but subsequently aborted) USD12bn sale of a 51% stake in Zain.

Waha Capital PJSCOn its acquisition of a 20% stake in AerCap Holdings N.V. (AerCap) in exchange for certain leasing assets and USD105m in cash in a transaction valued at USD380m.

Abraaj CapitalOn the acquisition of a 49% stake in Network International LLC for approximately AED2bn.

Axiom LimitedOn the sale of a 35% shareholding interest to Mannai Corporation, a publicly listed company of Qatar Exchange.


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Equity Capital Markets

JP MorganOn Doha Bank’s GDRs and rights issue.

NMC HealthOn its USD215m listing on the London Stock Exchange (the first Abu Dhabi business to obtain a primary listing on the London Stock Exchange).

Depa IPOFirst privately owned UAE company to be listed on NASDAQ Dubai (formerly DIFX).

Kingdom Hotel Investments IPOFirst ever listing of shares on NASDAQ Dubai (formerly DIFX) in an IPO.

Sipchem USD2bn rights issueLargest ever rights issue in the history of Saudi Arabia.

Capital markets legislationAssisted in drafting part of the Saudi Arabian capital markets legislation. Advised on the DIFX’s legislative framework and the DIFX Rulebook.

Nasdaq/DIFX subscription On the acquisition of a 33.3% strategic shareholding in DIFX and on the complex cross-border arrangements which saw Nasdaq provide DIFX with the Nasdaq brand, OMX technology and marketing resources.

National Takaful Company “Watania”An Abu Dhabi-based Shari’a- compliant insurance company, on its AED82.5m Initial Public Offering.

The joint global coordinators, Deutsche Bank and Morgan StanleyOn the USD437m initial public offering by Kingdom Hotel Investments of its shares on the NASDAQ Dubai and GDRs on the London Stock Exchange. This was the first listing of equity shares on the NASDAQ Dubai.

Aabar InvestmentsOn the first delisting of a public joint stock company in the United Arab Emirates and on the associated public tender to existing shareholders.

Aldar Properties/Sorouh mergerCurrently advising listed company Aldar Properties on its public company USD3bn merger with Sorouh Real Estate.

Saudi Arabian National Medical CompanyOn its initial public offering and listing on the Saudi Arabian Stock Exchange (Tadawul).

Morgan StanleyOn the public takeover of Hail Agricultural Development Company by Almarai. This was the first public takeover in Saudi Arabia.

We have extensive experience in equity fund raisings, private placements and bringing companies to market, as well as equity capital markets transactions for existing listed companies, including rights issues, secondary offerings, placings, block trades and equity-linked securities.

Our Middle East Equity Capital Markets practice is a recognised market leader in the UAE and wider MENA region and has an enviable position in relation to capital markets, financing and corporate transactional work, having acted on some of the most high-profile transactions in the region. Our recent ranking in Tier 1 for Capital Markets in Chambers Global 2012 – Middle East stands as testament to this leading market positioning.

We regularly advise:– issuers – selling shareholders– underwriters

on:– equity offerings– private placements– dual listings– demergers– introductions – depositary receipts

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International Capital Markets

Expertise– International Islamic

sukuk transactions

– International debt offerings

– Debt issuance programmes

– Convertible securities

– Securitisation

– Derivative securities

Significant deals

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.

“Another highly recommended partner at the firm is Anzal Mohammed. Heading the UAE capital markets group, his expertise lies in Islamic finance and debt capital markets work.”

IFLR1000, Capital markets 2013

“Clients laud Anzal Mohammed’s expertise and experience in conventional and Shari’a-compliant debt capital markets matters.”

Chambers Global 2012 – UAE – Capital Markets

SATORP project sukuk

We advised Arabian Aramco Total Services Company and Saudi Aramco Total Refining and Petrochemical Company (SATORP) on its SAR 3.749bn sukuk issue which was offered on a public basis in Saudi Arabia. This was the first ever greenfield project sukuk.

First Gulf Bank sukuk programme We advised First Gulf Bank on the establishment of its USD3.5bn sukuk programme.

Sipchem sukuk We advised Sipchem on its SAR1.8bn debut sukuk issue. The sukuk was offered on a public offer basis in Saudi Arabia.

Saudi Electricity Company (SEC)We advised SEC on the successful closure of its USD1.75bn dual-series sukuk issue. This was the largest international debt capital markets issuance to date out of Saudi Arabia.

GACA sukukWe advised HSBC on the SAR15bn sukuk issue by General Authority of Civil Aviation in Saudi Arabia. This was the largest ever sukuk in the Kingdom of Saudi Arabia and the first Saudi sovereign sukuk.

Etisalat sukuk programme We advised Etisalat on the establishment of its USD1bn sukuk programme. The sukuk programme contemplates both an ijara structure and an airtime based structure.

Anzal MohammedPartner, Dubai – Head of Middle East International Capital Markets practice/ Global Head of Islamic Finance

“This impressive practice has a wealth of expertise in this sector and enjoys significant visibility, advising on the biggest-ticket transactions.”Chambers Global 2012 – UAE – Capital Markets


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Qatar Islamic Bank sukuk We advised Credit Suisse, HSBC and QInvest as lead managers in connection with the USD750m debut sukuk issue by Qatar Islamic Bank.

Dubai Electricity and Water Authority sukuk issue We advised Barclays Capital, Citi, Dubai Islamic Bank and Emirates Bank International as joint lead managers in connection with the AED3.2bn debut sukuk issue by Dubai Electricity and Water Authority.

DIFC sukuk

We advised Deutsche Bank and Goldman Sachs on the debut sukuk issue by DIFC, which was the first securities offering to be governed solely by DIFC law. Debt and Equity-linked Deal of the Year 2007, IFLR Middle East Awards.

Government of Abu Dhabi – Tier 1 capital injectionsWe advised four of the five financial institutions to benefit from the Government of Abu Dhabi’s AED16bn Tier 1 capital injections.

Government of Bahrain sukuk

We advised Citi as lead manager on the USD250m sukuk issue by the Government of Bahrain.

Tabreed mandatory exchangeable sukuk We advised Morgan Stanley, Standard Chartered Bank and National Bank of Abu Dhabi as joint lead managers in connection with an AED1.7bn sukuk issue by National Central Cooling Company (Tabreed).

Tamweel Islamic residential mortgage-backed securitisationWe advised Tamweel on the first ever “true sale” securitisation in the region. Euromoney Islamic Finance Deal of the Year 2007.

International Investment Group sukuk

We advised International Investment Group on the first ever convertible sukuk issue in Kuwait.

GE Capital sukuk

We advised GE Capital on its USD500m sukuk issue. This was the first ever sukuk issued by a US corporate.

Government of Abu Dhabi programmeWe advised the Government of Abu Dhabi on the establishment of its USD10bn global medium note programme, as well as its two- tranche issue co-arranged by Citi, Deutsche Bank and J.P.Morgan.

Mubadala Development CompanyWe advised Mubadala Development Company on the establishment of its GMTN programme, co-arranged by Citi and Goldman Sachs.

Government of Dubai sukuk programmeWe advised Standard Chartered Bank, Dubai Islamic Bank, Mitsubishi UFJ and UBS as arrangers and dealers in connection with the establishment of a USD2.5bn sukuk programme by the Government of Dubai.

Saudi Basic Industries Corporation sukuk

We advised SABIC on its SAR5bn sukuk issue – a 20 year sukuk instrument.

AREIT CMBSIssuance of USD63m secured floating rate notes. This was the first ever commercial mortgage-backed securitisation in the UAE.

Almarai Company sukuk programme We advised HSBC Saudi Arabia Limited as arranger and dealer in connection with the establishment of a SAR2.3bn sukuk programme by Almarai Company. This was the first domestic sukuk programme in Saudi Arabia.

Saudi Orix sukuk

We advised Saudi Orix Leasing Company on their SAR240m inaugural publically listed sukuk issuance.

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“Sources say: ‘A top-tier securities practice’.”Chambers Global 2012 – Middle East – Capital Markets

“Sources say ‘They have an outstanding track record in capital markets’.”Chambers Global 2011 – Middle East – Capital Markets


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Investment Funds

We have established our Investment Funds practice as a significant force in funds structuring in the Middle East. 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. Our strength is our ability to apply our considerable international investment funds and cross-border transaction experience together with our experience in the Middle East over the last 30 years.

James ColemanCounsel, Doha – Investment Funds

“He’s excellent. He’s a full service provider; very attentive, he’s always available; gives solid advice; knows the firm well and always steers us to good assets.”IFLR1000 – Qatar 2013

Nick SmithPartner, Dubai – Head of UAE Investment Funds

“Nick Smith has significant experience in real estate funds. Clients praise his high technical ability, with one source remarking: ‘He consistently makes the difficult things look easy’.” Chambers Global 2012 – Middle East Investment Funds

“Allen & Overy has market-leading cross-border investment fund experience and a strong presence in the Middle East…the result is a leading practice in the region that advises sponsors, investors and managers on a variety of issues, including fund establishment, investments, disposals and Shari’a compliance.”Chambers Global 2012 – Middle East Investment FundsBest Onshore Law firm – Client Services

Mena Fund Manager Fund Services Awards 2013

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Deal highlights

Real estate funds A UAE investorOn its investments in shares in Emirates REIT, a DFSA regulated Shari’a-compliant real estate investment trust.

An Abu Dhabi-based real estate joint ventureOn the structuring and establishment of a Shari’a-compliant real estate fund for investment in the GCC, including advising on the first acquisition on behalf of the fund.

A Qatar investment bankOn the establishment of a Shari’a-compliant Cayman Islands fund for an investment into a London real estate development.

Abraaj CapitalOn real estate investment funds advice, including in respect of acquisitions by the ASAS fund, a Shari’a-compliant pan-MENA real estate fund, structured by way of Cayman Islands exempted limited partnership, in respect of which Allen & Overy advised on the establishment.

Gazeley (a subsidiary of Economic Zones World)On its Shari’a-compliant development pre-let of 63,000 square metres of warehouse space to be constructed in the Jebel Ali Free Zone to CEVA, a major international distribution company, and subsequent sale of the property to a Middle Eastern private equity fund.

Private equity fundsArqaam CapitalOn the establishment of the Cayman Islands Arqaam Capital Value Fund.

Levant CapitalOn a joint acquisition with Citi Venture Capital International of a controlling stake in Al-Raya For Foodstuff Company Limited, a leading supermarket chain in Saudi Arabia.

An international bankOn the structuring and establishment of its private equity fund to be structured as a Cayman limited partnership, with a DIFC manager for investment in the Middle East.

A Middle East sovereign wealth fundOn the structuring and establishment of its USD300m private equity fund structured as a DIFC limited partnership for investment in the GCC, as well as on the first acquisition on behalf of the fund located in Saudi Arabia.

Eastgate CapitalIn respect of investment funds advice.

The Creditors’ CommitteeOn the restructuring of a Kuwait-based investment company in respect of investment fund aspects.

Levant CapitalOn the trade sale of an interest in APR Energy to funds managed by Soros Fund Management and Albright Capital Management for USD125m, earning

2.3 times its initial investment. We also advised Levant Capital on acquisition of the APR Energy.

Other fundsA DIFC-based investment managementOn the ongoing management of various Shari’a-compliant funds.

A multilateral organisation associated with a global Islamic bankOn a Shari’a-compliant closed-ended investment fund to invest in small and medium enterprises in various business areas in Saudi Arabia.

The Management TeamOn its buy out from an international bank of its UAE-based fund management business and the related establishment of a DIFC-based investment adviser.

National Bank of Abu Dhabi (NBAD)On certain of the NBAD Growth Funds.

A Qatar non-profit organisationOn the optimal investment platforms for a multi-billion USD global investment programme.

Numerous Qatari entitiesOn the proposed establishment of funds under the new Qatar Financial Centre funds regime.


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“With its funds specialists in the UAE and Qatar and some of the region’s most well-established relationships, Allen & Overy is undoubtedly a leading force in the market.”Chambers Global 2011 – Middle East – Investment Funds

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Islamic capital marketsOur specialist global Islamic Capital Markets team consists of lawyers who are considered by independent directories and publications as the leading lawyers in the world for advising on sukuk transactions. The team has advised issuers (whether corporates, banks, governments or supranationals), managers and delegates on the most high profile and innovative transactions, many of which are market firsts.

Islamic project finance– Recognised as ‘top-tier’ in all

the major legal directories.

– Dealogic Global Project Finance League Tables stated, as at January 2012, that “Allen & Overy was the leading adviser in terms of value, as well as the number of deals closed” with ten deals, which was five deals clear of its nearest rival. Allen & Overy has consistently closed more project finance deals globally than any other law firm since 2000.

– Jubail Refinery Petrochemicals Project, Saudi Arabia. The Jubail Refinery USD8.6bn project financing was particularly notable for the complexity raised by having many different facilities in a single financing, including USD and SAR facilities provided under two Islamic structures (an istina-ijara and a wakala-ijara).

Islamic bankingOur team offers clients advice on a broad spectrum of banking transactions with a particular focus on large-scale Islamic financings. The breadth of our expertise in banking-related fields is demonstrated by the calibre of transactions on which we have advised.

Islamic derivatives and structured finance Our Islamic derivatives and structured finance practice is a market leader and consists of lawyers from a number of jurisdictions who are both derivatives and structured finance experts and Islamic finance experts. It also benefits from the support and broad expertise of our wider top-tier global derivatives and structured finance practice.

Islamic fundsOur Investment Funds team regularly advises on the establishment and ongoing operation of a wide range of Shari’a-compliant investment funds. Our Investment Funds team has developed a range of Shari’a-compliant fund solutions. This has resulted in us being instructed on the establishment of a number of Shari’a-compliant fund structures across a range of sectors including advising on Shari’a-compliant real estate, hedge, fixed income, private equity and SME funds. We also advise on acquisitions and disposals for, and investments into, Shari’a-compliant funds.

Islamic Finance

Our legal expertise in capital markets, project finance, banking, derivatives and structured finance, real estate and funds is helping to shape the future of Islamic finance.

“This practice’s excellent global reputation for Islamic finance is bolstered by the firm’s ongoing demonstrable commitment to the Middle East.”

Chambers Global 2010 – Middle East

“…sukuk, for which the firm is often rated ‘the best in the world’.”Chambers UK 2009 – Islamic Finance

“Ranked Band 1 – Islamic Finance.”Chambers Global 2012

“Allen & Overy’s Islamic finance lawyers work in conjunction with its banking and finance, capital markets and investment funds teams to deliver the full range of Shari’a-compliant products.” Chambers Global 2012 – Middle East – Islamic Finance


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Islamic Finance News AwardsA flavour of the award-winning work our Islamic finance specialists have completed

2012Deal Award

Best Overall Law Firm

Asset & Fund Management Best Law Firm

Banking & Capital Markets Best Law Firm

Takaful & Re-Takaful Best Law Firm

Axiata multi-currency sukuk programme Cross Border Deal of the Year

Majid Al Futtaim Properties sukuk programme Corporate Finance Deal of the Year

GACA sukuk Saudi Arabian Deal of the Year

2011Deal Award

Best Overall Law Firm

Banking & Capital Markets Best Law Firm

Cross Border Best Law Firm

Energy & Natural Resources Best Law Firm

SATORP sukuk Deal of the Year

Emaar Malls Musharakah Syndicated Facility Corporate Finance Deal of the Year

SATORP sukuk Project Finance Deal of the Year

Nakheel Restructuring Restructuring Deal of the Year

Kingdom of Bahrain sukuk Bahrain Deal of the Year

Perusahaan Penerbit SBSN Indonesia II sukuk Indonesia Deal of the Year

SATORP sukuk Saudi Arabia Deal of the Year

KT Sukuk Varlik Kiralama sukuk Turkey Deal of the Year

2010Deal Award

Government of Malaysia global sukuk al-ijara issue Sovereign Deal of the Year

Jubail Refinery project financing Syndicated Deal of the Year

Sabana REIT IPO Deal of the Year

Sabana REIT Real Estate Deal of the Year

ENOC mudaraba financing facility Mudaraba Deal of the Year

Qatar Islamic Bank sukuk Qatar Deal of the Year

Emirates Steel syndication United Arab Emirates Deal of the Year

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2009 Deal Award

Indonesia international sukukSovereign Deal of the Year and Country Deal of the Year: Indonesia

GE Capital sukuk Sukuk Deal of the Year

SEC sukuk Country Deal of the Year: Saudi Arabia

Gulf Finance House convertible tawarruq facility Equity Deal of the Year

2008 Deal Award

Tamweel sukuk Sukuk Deal of the Year

Noble Resources China and Hong Kong Deal of the Year

Dubai Financial Group Tawarruq Deal of the Year

2007Deal Award

DIFC sukuk Deal of the Year

Tamweel Islamic true sale securitisation Structured Finance Deal of the Year

RAKIA sukuk Sovereign Deal of the Year

JAFZA sukuk Sukuk Deal of the Year and Country Deal of the Year: UAE

NIG sukuk programme Country Deal of the Year: Kuwait

Maybank subordinated sukuk Country Deal of the Year: Malaysia

Red Sea Gateway Terminal Ijara Deal of the Year

Bank TuranAlem syndicated wakala/murabaha Country Deal of the Year: Kazakhstan

Derindere Turizm Otomotive San Tij Asin Country Deal of the Year: Turkey

Doraleh Container Terminals Country Deal of the Year: Djibouti


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Litigation and Arbitration

Why choose Allen & Overy for litigation and arbitration?

– Market leading global practice in the field of international commercial arbitration. We have extensive experience advising clients on high-value, complex arbitration disputes, and a track record of achieving successful outcomes for our clients. We are consistently ranked top-tier, globally and in the Middle East, by leading legal directory Chambers & Partners

– Significant experience in conducting arbitration proceedings under all of the major institutional and procedural rules, including ICC, ICSID, LCIA, DIAC and UNCITRAL rules

– Industry expertise in a wide range of corporate, commercial and financial disputes, including construction, concessions, projects, oil & gas, power, water, engineering, professional services, finance and derivative products, and employment-related matters

– Recognised as experts in resolving disputes that arise out of bilateral and multilateral investment treaties – we have never lost an investment treaty case

– Commitment to obtaining a swift, cost-effective resolution of any dispute in the best commercial interests of the client

– Licensed to Appear in Saudi Courts; some of our lawyers in Saudi Arabia are licensed to appear in Saudi Courts would be able to handle litigation on your behalf.

“Regional managing partner Simon Roderick ‘is extremely professional and demonstrates a real understanding of our business objectives,’ say clients.”Chambers Global 2012 – Middle East – Dispute Resolution

Simon RoderickRegional Managing Partner, Dubai – Head of Middle East Dispute Resolution practice

Band 1: Middle East Dispute Resolution Chambers Global, Middle East, 2011

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ICSID arbitrationSuccessfully defending the UAE in ICSID arbitration and annulment proceedings.

Turnkey projectActing for a major Japanese contractor in disputes valued at USD200m relating to a turnkey power plant project in the UAE.

Dubai government entitiesDefending two Dubai government entities in DIAC arbitration proceedings relating to a large mixed-use development project. The claims were valued at in excess of USD580m.

UNCITRAL arbitrationActing for an employer in UNCITRAL arbitration proceedings relating to the construction of a sulphur plant in Qatar. The contractor’s claims were valued at in excess of USD650m.

Petrochemical plantActing for a major US petrochemical company (employer) in disputes relating to the construction of a petrochemical plant in Saudi Arabia.

Qatar LNG producerActing for a Qatar-based LNG producer in multi-billion dollar ICC arbitrations.

DIAC arbitrationDefending a Dubai government entity in DIAC arbitration proceedings in Dubai relating to alleged breaches of an advertising concession agreement.

LCIA arbitrationActing for a Dubai based pocket PC/mobile phone company in LCIA arbitration proceedings in London, obtaining a favourable settlement for the client.

DIAC arbitrationActing for a Dubai-based investment company in a DIAC arbitration concerning the unwinding of a joint venture.

ICC arbitrationActing for the claimant in a USD300m ICC arbitration involving the merger of an investment bank with several retail banks throughout the Middle East and North Africa, obtaining a favourable settlement for the client.

LCIA arbitrationDefending a Dubai-based petroleum company in LCIA arbitration proceedings in London relating to the disputed termination of an offshore drilling agreement.

ICC RulesRepresenting a substantial Omani trading company in proceedings against a major Korean manufacturer of motor vehicles. We achieved an entirely successful Interim Award in a groundbreaking area involving the ICC Rules.

UNCITRAL arbitrationActing for a contractor in two separate but related UNCITRAL arbitration proceedings relating to the construction of a beach resort.

ADCCAC arbitrationDefending an Abu Dhabi government entity in ADCCAC arbitration proceedings arising out of the construction of a social housing project in the UAE.


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Real Estate

Our regional Real Estate group comprises an integrated team of specialist lawyers spread across our offices in the Middle East. Our strategic presence in Abu Dhabi, Dubai, Doha and Riyadh* means we are able to provide a full service for legal advice throughout the MENA region.

Advising the full range of industry participants, we cover the real estate and construction market from every perspective. We are well placed to advise on all of the following:

1_ Restructuring and insolvency

2_ Landlord and tenant

3_ Sales and acquisitions

4_ Dispute resolution and litigation

5_ Securitisation

6_ Investment funds and structures

7_ Outsourcing

8_ Sale and leaseback

9_ Environment and sustainability

10_ Planning and zoning

11_ Islamic finance

12_ Hotel and leisure

13_ Real estate and development finance

Real Estate

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3

4

5

6

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10

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“Nick Smith is head of the UAE real estate practice and commended for his strength with respect to major property transactions and his solution-oriented approach.” Chambers Global 2012 – UAE – Real Estate & Construction

Nick SmithPartner, Dubai – Head of UAE Real Estate

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Masdar CityAdvising on the real estate financing and letting aspects of a USD22bn carbon-neutral city in Abu Dhabi.

King Abdullah Economic City Advising on the establishment of a new city in Saudi Arabia.

AqabaAdvising a Jordanian master developer on the structuring of its 432 hectare, waterfront, mixed-use development located in Aqaba, Jordan, including the management and service charge structure and standard form documentation, including the master community declaration.

Dubai International Financial Centre AuthorityAdvising on its new standard form office lease for the DIFC.

Aldar Properties Advising on their multi-billion dirham sale and leaseback and infrastructure contribution transaction with the Government of Abu Dhabi.

Brasil Foods Advising on the development of a food processing plant in the Khalifa Industrial Zone Abu Dhabi.

Dubai Transport Company Advising on the acquisition of an empty beach-facing 4-star hotel property in Jumeirah Beach Residence ( JBR) in Dubai.

Bloomberg L.P. and BarclaysAdvising numerous international tenants including Bloomberg L.P. and Barclays on leases of office premises within the Dubai International Financial Centre.

SiemensAdvising Masdar on the development pre-let to Siemens of its new bespoke Middle East HQ in Masdar City.

GEMS Education Advising on its portfolio of schools within the UAE.

Abu Dhabi National Energy Company (TAQA)Advising on the lease of 5,000 square metres of prime office space at Sowwah Square, Abu Dhabi as their new headquarters and on the construction contract for the fit-out of that space.

NakheelThe Creditors’ Committee on the real estate aspects of the Shari’a-compliant USD10.4bn restructuring of Nakheel.

Dubai International AirportDubai Airports on their retail concession and hanger arrangements with tenants within the Dubai International Airport.

Aldar Properties PJSC Advising on various ongoing property and joint venture matters in relation to the UAE.

Abraaj CapitalAdvising on the establishment of a pan-MENA real estate fund, structured by way of a Cayman Islands exempted limited partnership, with investment projects across the MENA region.

Economic Zones World (a subsidiary of Dubai World)Advising on its Shari’a-compliant development pre-let of substantial warehouse space in the Jebel Ali Free Zone to CEVA, a major international distribution company, and subsequent sale of the property to a joint venture between Arcapita and Al Rajhi Capital.

Abu Dhabi Ports CompanyAdvising on the development and concessions for the new Khalifa Port. In addition to this, we have been involved in the development of standard documentation for the leasing of development plots in the new Industrial Zone adjacent to Khalifa Port.

The General Authority for Civil AviationAdvising in relation to the Airport Cities project at Jeddah and Riyadh.

MubadalaAdvising in relation to a number of property matters both in the UAE and internationally.

Deal highlights


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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, Dubai, Qatar and Riyadh* means we are able to provide a full service for legal advice throughout the MENA region.

Advising the full range of industry participants, we cover the construction market from every perspective. We are well placed to advise on all of the following:

1_ Dispute Resolution

2_ Project management consultancy agreements

3_ Standard normal (eg FIDC) and bespoke contract documentation

4_ Invitation to tender and procurement documentation

5_ Design and construct contracts

6_ Consultancy appointments

7_ EPC/turnkey contracts

8_ Build, own and transfer contracts

9_ Reimbursable and lump sum construction contracts

10_ Advising in relation to conflict management and contractor performance issues

11_ Overhaul and maintenance services contracts

12_O&M contracts

Construction

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“Sachin Karia is a key contact for construction matters and is involved in many of the firm’s most high-profile mandates matter.” Chambers Global 2012 – UAE – Real Estate & Construction

Sachin KariaPartner, Dubai – Middle East Construction

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Refinery & Petrochemical PlantsSohar Refinery ExpansionAdvising Oman Refinery and Petrochemical Company (owned by the Government of Oman) on the tender and construction contract for the approximately USD3bn Sohar Refinery Expansion.

SipchemAdvising on the construction contracts for the expansion of their Butanediol petrochemical plant in Saudi Arabia.

SATORP Jubail Export RefineryAdvising the sponsors (Saudi Aramco and Total) and the project company on various construction aspects of this USD18bn refinery and petrochemical project in Saudi Arabia.

Sahara and Ma’aden Petrochemicals CompanyAdvising on the construction of an USD800m caustic soda and EDC plant in Saudi Arabia.

TransportationEtihad Rail (Union Rail)Advising on the design and build (D&B) contract for the UAE freight railway project, one of the largest infrastructure developments currently being procured in Abu Dhabi.

Kuwait National Rail RoadAdvising the Government of Kuwait (acting through the Partnerships Technical Bureau) on the procurement and construction of the multi-billion dollar Kuwait National Rail Road PPP Project.

Dubai International AirportAdvising the Department of Civil Aviation of the Government of Dubai in relation to the construction and operation of Dubai International Airport.

North-South Railway ProjectAdvising the Government of Saudi Arabia on the civil and track works for the USD3.5bn North-South Railway Project in Saudi Arabia.

Housing & City InfrastructureMasdar CityAdvising on the construction, financing and letting of a USD22bn carbon-neutral city in Abu Dhabi.

King Abdullah Economic CityAdvising on various construction aspects of this new USD50bn economic city near Jeddah in Saudi Arabia of a new city in Saudi Arabia.

Al Barari DevelopmentAdvising the developer on the design, construction and maintenance of the Al Barari Development and associated infrastructure in Dubai.

SAMAPCO Saudi Housing Ownership ProgrammeAdvising the Project Company in relation to the procurement and financing of its Saudi Ownership Programme in Jubail, Saudi Arabia.

Deal highlights


www.allenovery.com© Allen & Overy LLP 2013

Power, Water & CoolingQurrayah IPPAdvising on the construction of the USD2.2bn Qurrayah IPP in the Kingdom of Saudi Arabia.

TabreedAdvising on a number of construction contracts relating to the construction of district cooling plants in multiple locations across the UAE.

Rabigh IIAdvising the lenders to ACWA and the consortium on various construction aspects of the Rabigh II IPP.

Fujairah I IWPP extensionAdvising ADWEA and Sembcorp on the construction of a new release osmosis desalination Plant as part of the expansion of the existing Fujairah I IWPP plant.

IndustrialRajhi Heavy IndustriesAdvising on the construction contracts relating to the USD4bn integrated steel project in Saudi Arabia.

Brasil FoodsAdvising the developer on the construction of a USD250m industrial plant in Abu Dhabi.

CommercialWorld Cup 2022Advising a Qatari government entity on the infrastructure development required for the World Cup in 2022.

Emirates Heights Golf Course DevelopmentAdvising for the developer of a golf course and associated residential and commercial buildings and infrastructure in Ras Al Khaimah.

Ferrari World Theme ParkAdvising Aldar Properties on the construction aspects of the Ferrari World Theme Park in Abu Dhabi.

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Telecommunications, Media and Technology

Our Middle East Telecommunications, Media and Technology practice is ranked in Band 1 by Chambers Global and is widely acknowledged as one of the leading practices in the region. We offer clients an integrated team of experts on the ground in the UAE who each have extensive specialist industry expertise. We advise communications sector clients on mergers and acquisitions, finance, regulatory, antitrust, tax, employment, litigation, outsourcing and intellectual property matters within the sector. Our dedicated knowledge and hands-on commercial experience enable us to provide our clients with legal services of the highest quality.

Highlights include

EtisalatOn the simultaneous establishment of its USD7bn global medium term note programme and its USD1bn sukuk programme.

News CorporationOn its first USD70m and subsequent USD35m investment in Rotana Group, the Middle East media group owned by HRH Prince Alwaleed Bin Talal.

HuaweiOn its acquisition of the business of ITS, a major Middle Eastern telecommunications company, which involved nearly every Middle Eastern jurisdiction as well as certain North African countries.

A leading Abu Dhabi-based bank On its procurement of a replacement core banking system for its global operations.

Qatar National Broadband Network Company On all aspects of procurement and regulation and on various commercial contracts for the Qatar National Broadband Network project.

A Gulf Media Company On the restructuring of Baynounah Media.

Emirates NBD, the UAE’s largest retail bankOn the establishment of the GCC’s first shared services company, Tanfeeth, for the provision of outsourced back office process services to the bank and other clients.

Abu Dhabi Future Energy Company (Masdar) On a framework relationship with Siemens for clean technology, including the establishment of Siemens’ global Building Technologies Centre at Masdar City, a development and technology licence to capture carbon dioxide from industrial facilities, and research and development collaboration and licensing in the smart buildings and smart grid fields.

MIH, the digital arm of South African multi-national media company NaspersOn its investment in an internet group which owns, amongst other portals, Souk.com and Cashu.com.

Al ElmOn its agreement with Tata Consultancy Services (TCS) to design, implement, test, operate and support Al-Elm’s Service Delivery Platform and related software and hardware.


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“Sources note that the group’s offering on telecoms is especially outstanding, as evidenced by its level of activity in that sector.”Chambers Global 2011 – UAE – TMT

“Tom Levine is very focused on achieving targeted solutions and outcomes for his clients.” Legal 500 TMT 2012

“Tom Levine is widely respected and draws praise for his outstanding industry knowledge.” Chambers Global 2012 – UAE – TMT

Tom LevinePartner, Abu Dhabi – Head of Middle East Telecommunications, Media and Technology practice

Expertise– Technology licensing and research

and development

– Telecommunications regulation

– Intellectual property

– Media regulation and contracts

– Satellite projects and regulation

– Specialist corporate finance and M&A projects in the TMT sector “Allen & Overy’s

TMT group advises some of the biggest industry names in the region, as well as a number of government entities.” Chambers Global 2012 – UAE – TMT

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