As anyone who has won IFLR law firm of the year can testify,
it's hard to top the feeling of exhilaration the accolade
brings. But being congratulated by underwear model Victoria
Silvstedt (right) certainly helps, and the Linklaters partners
who celebrated in the Burj Al Arab bar after the awards were
lucky enough to have Miss Silvstedt on hand to round off the
evening. Photos of the event itself have mysteriously
disappeared. Earlier, the night had passed off successfully,
the biggest Middle East awards yet. One local partner
commented: "This has basically become the legal event
for the region. Well done."
Middle East law firm of the year
Linklaters won Middle East law firm of the year for an
impressive year across several practice areas. For a relative
newcomer to the region, and a relatively small office, the firm
was on an impressive number of nominated deals and deal
On the right, Tahir Jawed of Maples and Calder (second from
left) congratulates Luma Saqqaf, Scott Campbell, Jason Manketo
and Nick Garland from Linklaters.
In-house counsel team of the year
Claire Walters of Taylor Root presents the award for
in-house counsel team of the year to Pervez Akhtar, of Allen
& Overy but now moved to Dubai investment firm Abraaj
Allen & Overy advised Morgan Stanley on several of the
deals that contributed to them winning the award, and so
collected the trophy of the bank's behalf.
Corporate counsel award
Clyde & Co
This year's Middle East awards featured a new category, the
Corporate Counsel Award. This was organised through the Dubai
Corporate Counsel Group, which asked its members to name the
law firm they thought consistently demonstrated the highest
level of innovation in Dubai. By far the most popular names
were Clyde & Co and Freshfields Bruckhaus Deringer, with
the former just receiving more nominations.
On the right, Justin Connor of the Group presents the award
to Clyde & Co's Jonathan Silver.
Debt and equity-linked team
|Luma Saqqaf of
Linklaters receives her award (for the second year
running) from IFLR editor Simon Crompton
Other nominated firms:
Allen & Overy; Clifford Chance
Herbert Smith; Norton Rose
Linklaters' work this year shows why it is such a respected
firm for debt and equity-linked deals in the Middle East. Of
the deals shortlisted, the firm worked on four of six.
Highlights include the firm's key role assisting Tabreed on
the UAE's first mandatory exchangeable sukuk. Local
law issues that require companies with such sukuk to
offer investors a cash option were overcome by introducing a
trustee at the SPV level to exercise this option on behalf of
investors immediately after issuance. The firm further proved
its prowess at handling innovative transactions with a role
advising the trustee, Deutsche Bank, on Tamweel's
Linklaters also scooped a mandate on one of the largest
transactions of 2007 DP World's simultaneous
sukuk and MTN programme. Linklaters also assisted the
managers on Dana Gas's $1 billion sukuk.
of Allen & Overy receives his award from IFLR's
Allen & Overy
Other nominated firms:
Al Tamimi & Company
Clifford Chance; Linklaters
Allen & Overy's equity team has worked on a diverse body
of work this year. The firm has shown its ability to work in
jurisdictions across the Middle East and on different types of
The firm was involved in one on the most exciting equity
deals to come out of the UAE this year Depa's $430
million IPO. This deal took advantage of a new law that allows
DIFC SPVs to list 100% of a company's shares on the DIFX.
Foreign ownership restrictions however still apply, so a
custodian was built into the structure to monitor share
ownership and force a sale of securities.
A&O also assisted the company in Saudi Arabia's first
rights issue under new legislation. Sipchem's offering in
February took advantage of the regulation that allows companies
to sell on the shares that so-called lazy investors fail to
take up in a rights issue.
presents the M&A team of the year award to Scott
Campbell (left) and Nick Garland (right)
Other nominated firms:
Allen & Overy
Freshfields Bruckhaus Deringer
Linklaters also had an impressive year in M&A; it worked
on three of the four shortlisted deals of the year. It advised
Emirates Bank International on its $11.3 billion merger with
the National Bank of Dubai, the Dubai Government and Borse
Dubai on its acquisition of OMX and subsequent sale of OMX to
Nasdaq and related transactions with Nasdaq (including the sale
of 33.3% of DIFX) and Saudi Oger and Oger Telecom on the sale
of a 35% stake to Saudi Telecom.
The firm also acted for Dubai International Capital on a
number of transactions including the acquisitions of Almatis
and Alliance Medical.
Project finance team
|Qudeer Latif and
Malcolm Turner of Clifford Chance receive their
Other nominated firms:
Al-Jadaan & Partners
Allen & Overy
Baker & McKenzie
Saudi Arabia has provided the bulk of Clifford Chance's most
challenging deals over the past 12 months. The firm received
three nominations for project finance deal of the year, all for
deals in the kingdom.
The firm counselled the sponsors on Saudi Kayan's
petrochemicals project, which became the largest to be
completed in Saudi Arabia when it closed in June. The firm also
assisted the banks on the $5.52 billion Ma'aden phosphate
project, guiding the institutions through the two Islamic
facilities and their different exposures. And Clifford Chance
assisted the off-taker on Shuaibah's expansion.
Other work this year includes guiding the Export Import Bank
and commercial lenders on the $3.5 billion NCP Saudi Chevron
project. And the firm showed that its expertise is not
restricted to Saudi, advising on the Sur IWP and Qatargas
Debt and equity-linked
|Nadim Khan of
Herbert Smith collects his award from IFLR's Rachel
In the wake of Aaoifi's concerns about
musharaka-backed sukuk, structures have been
going back to basics. The $190 million Villamar sukuk
showed that innovation is still possible in Islamic
Unlike previous structures, this musharaka got rid
of the purchase undertaking that has worried shariah
scholars. The borrowing entity is not obliged to buy out the
issuer should the transaction go wrong. Instead, the payments
to sukuk-holders were characterised as an expense,
like construction costs, and structured through account and
cash management. This required an analysis of the rights of
investors versus other costs, and how the cash waterfalls would
work. The structure unusually gave sukuk-holders a
stake in the project itself, rather than in a corporate backing
Gulf Holding Company was advised on Kuwaiti law by
Ali Radwan and Partners and on Bahraini
matters by Haya Rashed Al Khalifa. Merrill
Lynch was assisted by Herbert Smith with
assistance on Bahrain issues from Hatim S Zu'bi &
Partners and on Cayman issues from
Walkers. Herbert Smith also
represented Deutsche Bank as trustee. Trowers &
Hamlins counselled Khaleeji Commercial Bank.
Dana Gas sukuk
Dana Gas's $1 billion sukuk at the end of October
2007 was the first forward-starting convertible in the Middle
East. However, the conversion formula was not included in the
terms and conditions, but instead set nine months after
closing. The size of the deal had to be increased twice,
showing the extent of investor demand for this product.
Clifford Chance advised Dana Gas on the
Islamic structuring, as well as English and UAE law.
Linklaters assisted the joint lead managers on
English law relating to the sukuk while
Lovells provided guidance on Islamic
structuring and UAE law. Bedell Cristin helped
with Jersey law advice.
DP World MTN and sukuk
In July 2007, DP World established a $5 billion global
medium-term note programme. At the same time, it issued $1.75
billion of notes from the programme, as well as a $1.5 billion
sukuk al mudaraba. The programme and sukuk
had to be cleared for sale in the US, but as this was only the
second sukuk to be offered to US investors, the
regulators had to be made comfortable.
The sukuk had the same credit risk and terms and
conditions as the bonds issuedand showed that sukuk
can sell as well as bonds. Clifford Chance
assisted DP World on both the sukuk and MTN programme;
Linklaters represented the manager, Deutsche
Bank. Maples and Calder assisted the Cayman
SPV issuer of the sukuk.
Despite doubts cast on the future of such structures by
Aaoifi's (Accounting and Auditing Organisation for Islamic
Financial Institutions) pronouncements on the compliance of
some sukuk models, Saudi Electricity Company's
sukuk in July 2007 was undoubtedly innovative. The SR5
billion ($1.33 billion) certificates were backed by intangible
assets, in this case the right to generate revenue from reading
Baker & McKenzie advised the issuer,
Saudi Electricity Company. Clifford Chance
assisted HSBC Saudi Arabia while Al-Jadaan &
Partners provided local advice.
This groundbreaking transaction last July was the first
true-sale shariah-compliant securitisation in the
Middle East. All previous Islamic securitisation-type
transactions have been cash-collateralised.
The securitisation was backed by ijara but property
laws in the UAE prohibit non-local institutions from owning
property. An SPV was therefore set up in the DIFC that is
recognised by the Dubai Lands Department as a local entity. The
ijara were sold to the DIFC vehicle which then sold
the rights to the revenue from the leases to a Cayman structure
which issued the sukuk. Tranching was obtained by
noteholders agreeing amongst themselves to a subordination
regime that was stated in the terms and conditions.
Allen & Overy assisted Tamweel.
Denton Wilde Sapte represented Morgan Stanley
and Standard Chartered as the joint managers. Norton
Rose counselled the DIFC SPV, while Turner
& Roulstone guided the Cayman issuing vehicle.
Linklaters helped Deutsche Bank, the
This deal in May was the first mandatory exchangeable
sukuk in the UAE. Local law stipulates that investors
should be given a cash option when the sukuk flips. So
in this deal the trustee of the issuing SPV exercised the
option of investors at the moment of issuance, choosing
Shariah concerns regarding rights in the event of a
default were also raised. In such a situation, a company with
an exchangeable sukuk would usually pay cash. This
however was not an option for Tabreed's sukuk due to
its mandatory nature. To solve this problem, a mechanism was
created that requires Tabreed to put more assets into the SPV
in the event of an insolvency, under the proviso that these are
then sold straight back to Tabreed.
Linklaters provided English and UAE advice
to Tabreed while Allen & Overy assisted
Morgan Stanley, Standard Chartered and National Bank of Abu
Dhabi as joint lead managers. The firm also guided the
delegate, BNY Corporate Trustee Services, on English and UAE
law. Walkers assisted with Cayman law
|From left to
right: Richard O'Callaghan of Linklaters, Khalid Garousha
of Allen & Overy and Husam Hourani of Al Tamimi &
This groundbreaking $430 million deal in April was the first
listing by a private UAE company on the DIFX. Previously a law
on the foreign ownership of securities had restricted the
listing of companies on international exchanges.
In the past, companies could go public by listing on a local
exchange after converting into a joint stock company, and only
then could they list on the DIFX. Even after fulfilling these
requirements, companies could only list 49% of their shares on
an international exchange; 51% of shares must remain with UAE
However, in 2007, a new law enabled 100% of an SPV domiciled
in the DIFC to be listed. So Depa flipped into a DIFC SPV which
then listed 100% of shares on the DIFX.
Restrictions on foreign ownership of shares still apply, so
this structure incorporated a custodian to monitor the 51%
threshold and a mechanism to force foreign shareholders to sell
to a UAE national if this is breached.
Allen & Overy advised Depa on its IPO
with Al Tamimi & Company providing counsel
on UAE and DIFC law.
Cleary Gottlieb Steen & Hamilton
assisted the financial advisers, Morgan Stanley, UBS, TNI and
Global Investment House. Linklaters
represented the depository.
DP World IPO
DP World's $5 billion IPO in November was the largest IPO in
the Middle East to date. As well as size, the deal was a
showcase for complexity, as the IPO triggered a convertible
sukuk structured two years previously.
This created a number of difficulties, not least because the
conversion calculations and the ratio of shares to cash options
depended on the success of the IPO. This meant that the number
of shares available shifted as the offering progressed.
The deal also marked the DIFC's first retail offering to UAE
and eligible GCC nationals. Clifford Chance
advised DP World with Al Tamimi & Company
giving assistance on certain matters of UAE law.
Linklaters guided Deutsche Bank and Merrill
Lynch, while Herbert Smith assisted Millennium
Finance Corporation. The banks collectively acted as joint lead
Project Genesis GDRs
For Project Genesis, Global Investment House issued $1.14
billion of global depository receipts on the London Stock
This was the first issuance of GDRs by a Kuwaiti entity. For
the purposes of this transaction, one GDR represented the right
to receive five shares in Global Investment House.
The novelty of the deal meant extensive discussions with the
Kuwaiti regulators. The deal resulted from a change to the tax
law which clarified the fact that profit made from trading
shares on the Kuwaiti exchange was not subject to tax. The
regulations were due to be amended further so close
communication with the authorities was essential to ensure that
this did not impact on the deal.
Clifford Chance assisted the issuer with
English law advice while Al-Sarraf &
Al-Ruwayeh advised on Kuwaiti matters.
Linklaters and Bader Saud Al-Bader
& Partners guided HSBC as the sole global
coordinator, as well as Deutsche Bank, HSBC, JP Morgan and UBS
as joint bookrunners.
Sipchem rights issue
Sipchem's rights issue in February was the first to go
through under Saudi Arabia's new structure for such
The CMA (Capital Market Authority) approved the structure
after two years of consultation. In rights issues, so-called
lazy shareholders sometimes fail to take up the offer of
additional shares. Under the new regulations, Saudi Arabian
companies can now offer these shares to other investors.
Lazy shareholders receive compensation for the additional
shares they don't take up. Previously, companies would issue
fewer shares in rights issues and IPOs if demand was limited to
prevent underwriters getting left with too much stock.
Allen & Overy assisted Sipchem on the
deal with Al-Jadaan & Partners providing
local Saudi advice. Clifford Chance
represented the lead manager, NCB Capital Company, Riyad Bank
as lead underwriter and Morgan Stanley who acted as financial
Al-Hashim, partner and head of corporate at Al-Jadaan
& Partners, collects his trophy alongside Nick Watson
of Clifford Chance
Saudia catering privatisation
Saudi Arabian Airlines' privatisation of its catering
business may not have appeared on everyone's radar this year,
but it contained an innovative legal structure that helped
overcome an issue with Saudi law while remaining
In order to legally commit buyers to shares in the newly
privatised company earlier, potential buyers were required to
bid for shares before the catering section had been hived out
of Saudia. But in Saudi Arabia, it is illegal to create a
legally binding contract over something that does not exist at
the time the agreement is entered into.
The legal teams therefore shunned a sale and purchase
agreement and instead got the successful bidder to sign a
process and escrow agreement. This meant that all documents
were held in escrow with a large deposit until conditions were
met. The agreements didn't become valid until they were
released from escrow. The final condition was the transfer of
Al-Jadaan & Partners and
Clifford Chance represented Saudi Arabian
Nasdaq's $4 billion acquisition of 33.3% in the Dubai
International Financial Exchange (DIFX) was not simply a
strategic stake-building exercise. In addition to the
transactional documents, the legal teams had to negotiate and
draft documents for the complex cross-border arrangements which
will see Nasdaq provide DIFX with the Nasdaq brand, OMX
technology and marketing resources.
The transaction was part of a bigger deal brokered between
Nasdaq and Borse Dubai's sovereign wealth owners. In May 2007,
Nasdaq put in a recommended cash and stock offer for OMX (owner
of exchanges in the Nordic and Baltic regions), but this was
disrupted by the sovereign wealth fund. Discussion commenced
and an alliance was agreed. Borse Dubai would get a 19% share
in Nasdaq (with economic rights to a further 8%) and Nasdaq got
control of OMX and a 33.3% stake in DIFX.
Allen & Overy and Skadden Arps
Slate Meagher & Flom advised Nasdaq.
Gibson Dunn & Crutcher and
Linklaters represented Borse Dubai.
Clifford Chance advised on the financing of
National Bank of Dubai/Emirates Bank International
The $11.3 billion merger of National Bank of Dubai and
Emirates Bank International created the largest bank in the GCC
by assets. With both parties being listed entities, it was also
the first securities exchange tender offer in the United Arab
The transaction was done despite the lack of a takeover code
and all parties held long negotiations with the Ministry of
Economy, the Emirates Securities and Commodities Authority, the
Central Bank and the Dubai Financial Market to set a benchmark.
In total, the legal teams successfully obtained six waivers
from existing legislation to enable the deal to go through. The
process was completed when a new holding company was created
that acquired both banks before listing on the exchange.
Allen & Overy and
Linklaters advised National Bank of Dubai and
Emirates Bank International respectively. Freshfields
Bruckhaus Deringer represented Goldman Sachs on the
Saudi Telecom Company's $2.56 billion purchase of a 35%
stake in DIFC-incorporated company Oger Telecom from Oger
Telecom Saudi Arabia and its parent Saudi Oger saw some of the
region's biggest communication players sitting at the same
The interest was not just the tense negotiation though.
Added complexity arrived in the form of Türk Telecom (one
of Oger Telecom's subsidiaries) undergoing an initial public
offering midway through the purchase period. The transaction
also triggered an offer to convertible bond holders in South
Africa. Finally, Oger Telecom was co-owned by a large number of
sophisticated investors including Hermes, Deutsche Bank and
Dubai International Capital. The share purchase triggered the
requirement to make separate offers to all of those
Freshfields Bruckhaus Deringer advised
Saudi Telecom Company, while Linklaters
represented Saudi Oger and its subsidiary Oger Telecom Saudi
Project finance deal
with Malcolm Turner of Clifford Chance and Abdulaziz
Al-Abduljabbar of Al-Jadaan & Partners
This $5.52 billion phosphate project in Saudi Arabia was
financed by two separate Islamic tranches, in the largest
Islamically financed project to date.
The separate facilities were introduced to interest a wider
number of investors in the deal. One $650 million facility was
structured with specific reference to a particular asset. The
other $1.1 billion shariah-compliant facility was
structured slightly differently to reference a proportion of
the overall plant.
The deal also used funds from two export credit facilities,
Korean Export Insurance Corporation and Export Import Bank of
Korea, as well as Saudi Arabia's Public Investment Fund (PIF)
and the Saudi Industrial Development Fund (SIDF). A
conventional facility was also provided.
Baker & McKenzie counselled the joint
sponsors. Clifford Chance assisted 20
commercial and Islamic institutions. Al-Jadaan &
Partners provided Saudi legal advice to the banks and
export credit agencies.
Emal Aluminium smelter
This $6 billion aluminium smelter project in the UAE used an
unusual musataha structure instead of leasehold to
secure the lenders' mortgage interest. The Islamic structure
mirrors a usufruct and has rights of return. As a result, the
land and the plant will be returned at the end of a fixed
The project was a joint venture between the Dubai and Abu
Dhabi governments, raising the issue of sovereign immunity if
the project failed. The sponsor's shareholders instead gave
completion guarantees rather than rely on other forms of
government support. Allen & Overy and
Sullivan & Cromwell both acted for the
borrower, Emal, while White & Case and
Hadef Al Dhahiri counselled the lenders.
This $2 billion deal by Kuwait Paraxylene Production
Company, a joint venture by three Kuwaiti sponsors, is the
first oil or gas project in the country to be completed without
an international sponsor.
The project was financed with an Islamic and conventional
facility, another first for Kuwait. Islamic institutions needed
to take risk on the project by owning the assets, while the
conventional institutions were used to get exposure to
vehicles.As a result, provisions for how the Islamic
institutions would react under certain circumstances were
written into the contract to give comfort to the conventional
backers. And if conventionals were to be compensated after a
late interest payment, for example, the documents had to
provide for Islamic institutions to receive similar
remuneration to ensure neither party had an unfair
Linklaters advised the project company with
International Counsel Bureau providing Kuwaiti
law advice to the borrower. Norton Rose
represented the lenders with Bader Saud Al-Bader &
Partners guiding the banks through Kuwaiti issues.
Saudi Kayan petrochemicals
This huge $10 billion project to build a petrochemicals
complex in Jubail is the biggest project to date in Saudi
The financing structure incorporates two Islamic facilities
one along an ijara structure, the other on a
murabaha model. The ijara facility is the
largest of its type and will provide the project with the bulk
of its financing. The murabaha will provide working
Clifford Chance and Al-Jadaan &
Partners advised the project company and sponsors.
Allen & Overy counselled the lenders and
export credit agencies. The initial mandated lead arrangers
were ABC, ABN Amro, BNP Paribas, HSBC and Samba Financial
Group. The Law Office of Abdulaziz H Fahad
provided local counsel to the lenders.
The Shuaibah expansion is the first expansion project to
reach financial close in Saudi Arabia. The $235 million
financing is also the first successful IWP (Independent Water
Plant) in the country.
The project documents had to contain detailed provisions to
regulate the relationship between the existing IWPP and the
expansion project and thereby protect investors.
Under time pressure from the government, the firms involved
had to come up with a creative structure that allowed the
government to be a shareholder in the project. Without the time
to wait for a decree to do this, a private holding company was
set up so that the government holding came through a private
rather than a joint stock company.
Allen & Overy acted for the sponsors
while Milbank provided assistance to the
lenders. Clifford Chance represented the
off-taker, Water and Electricity Company, while
Al-Jadaan & Partners helped on local law
Sipchem's $1.86 billion petrochemical plant refinancing
marked another milestone in Saudi Arabia's project finance. The
deal shifted the initial financing from a syndicate to a sole
underwriter, Saudi British Bank (part of HSBC). This was the
first time that a bank based in Saudi Arabia has offered to
solely underwrite a project of this size.
The deal was structured as three separate, but integrated,
projects. This meant that if any one project failed, all the
others would be wound up. However, the structure also enabled
the separate entities to tap funds made available by Saudi
development funds. Allen & Overy advised
the project company while Norton Rose assisted
numerous parts of HSBC.
National law firms of the year
Bahrain Hatim S Zubi & Partners
Hatim S Zu'bi & Partners receives its second national
law firm of the year award for its work over the past 12
months. Among several standout transactions, the firm assisted
Merrill Lynch, the arranger and joint lead manager, on the
Villamar sukuk with Bahraini legal advice.
Lebanon Abousleiman & Partners
In a difficult market, Abousleiman & Partners showed its
expertise this year across the board. The firm guided long-term
client Fransabank through the acquisition of BLC Bank from the
Qatar Investment Authority, and helped it establish a Syrian
subsidiary which then made its IPO. Abousleiman also assisted
the banks on Lebanon's global MTN programme.
Egypt Helmy Hamza & Partners (Baker &
Helmy Hamza again scoops a national award for its work in
Egypt. This year the firm counselled TMG, a real estate
company, on its IPO in Cairo and Alexandria, represented
National Bank of Kuwait Capital on its acquisition of Al Watany
Bank of Egypt, and assisted the banks on refinancing the Port
Saïd and Suez Gulf power projects.
On the right, Simon Crompton, editor of IFLR, presents the
award for Egyptian law firm of the year to Taher Helmy of Helmy
Hamza & Partners, in association with Baker &
Kuwait Bader Saud Al-Bader & Partners
Bader Saud Al-Bader worked on two shortlisted transactions
this year. The firm assisted the banks on the financing of the
Karo Aromatics project as well as Project Genesis, Global
Investment House's GDR issue. Advice was also provided to
Burgan Bank on its acquisition of United Gulf Bank's holdings
in four overseas banks.
Trowers & Hamlins'
Middle East expertise was evident this year in Oman. The firm
counselled Ahli United Bank on an acquisition of 35% of the
shares in Alliance Housing Bank through a private placement, as
well as assisting Bank Dhofar on a $75 million syndicated loan
provided as Tier 2 debt which required a review of Basel II
Above, Trowers &
Hamlins' resident managing partner in Oman, Majid Al-Toky,
receives his award from IFLR editor Simon Crompton.
Eversheds' Qatari office worked closely with the rest of the
firm's network on several interesting transactions this year.
The firm assisted Qatar National Bank on a debt and equity
investment on London's Shard of Glass development, as well as
several important local deals.
On the left, Chris Jobson and Amjad Hussain (far left and
centre) receive their award from IFLR's Rachel Evans.
Saudi Arabia Al Jadaan & Partners
Al Jadaan had another amazing year, working on six of IFLR's
shortlisted deals. Highlights include the firm's work on three
project finance deals of the year as well as its assistance on
SEC's sukuk, Sipchem's rights issue, and the privatisation of
On the left, IFLR's Simon Crompton congratulates Mohammed
Al-Jadaan, Khalid Al-Abdulkareem and Fahad Abuhemid (left to
UAE Al Tamimi & Company
Al Tamimi advised on most major equity deals in the UAE this
year. As a result, the firm picked up a nomination for equity
team of the year as well as for the Depa and DP World IPOs.
These were two of the most innovative equity offerings in the
UAE this year.
In the photo opposite, from the left are Lynette Brown,
Husam Hourani and Mohamed Khodeir of Al Tamimi, with IFLR's