Clifford Chance’s latest deals
Clifford Chance advises the Government of the Emirate of Sharjah
Clifford Chance has advised the Government of the Emirate of Sharjah, acting through the Sharjah Finance Department (the Government), on the issue of its USD750 million sustainable bonds under the Government’s Global Medium Term Note Programme.
The Government has issued USD750 million 6.125 per cent Sustainable Notes due 2036 pursuant to Rule 144A and Regulation S of the U.S. Securities Act, 1933 (as amended), under its Global Medium Term Note Programme. The new 12-year bond was issued at a price of 99.089, giving a reoffer yield of 6.234 per cent, and was met with significant demand from local and international investors, reflecting the growing demand for sustainable investment opportunities and the Government’s strong reputation. The transaction had an order book of around USD4 billion and price tightening from initial price guidance of 235bps over US Treasuries to final pricing of 195bps over US Treasuries.
Under the terms of the issuance, the Government will apply an amount at least equal to the net proceeds of the issue of the Sustainable Notes to finance and/or refinance eligible projects and/or expenditures in accordance with the Government’s Sustainable Financing Framework. The Sustainable Financing Framework has been aligned with, among other publications, the guidelines specified in the 2021 edition of the Green Bond Principles published by the International Capital Market Association, the 2021 edition of the ICMA Social Bond Principles and the 2021 edition of the ICMA Sustainability Bond Guidelines.
Commenting on behalf of the Sharjah Finance Department, Tom Koczwara, an adviser in the Debt Management Office, stated, “This is another important milestone in the Government of Sharjah’s efforts to maintain broad market access. The sustainable bond issuance reflects the importance of environmental and social initiatives in Sharjah, and the increasing appetite from investors to understand the positive outcomes achieved with their funds. The market response highlights the Government’s success in responding to investor demand and presenting a clear and credible credit narrative for the Emirate of Sharjah. Clifford Chance has again been a key partner to the Government in this landmark transaction.”
The Clifford Chance team was led by partner and head of Middle East Capital Markets, Stuart Ure, supported by associate Benedetta Tola. London-based partner, Michael Dakin, supported by Terrence Moloney and Sarah Wetzel, provided U.S. securities advice.
Stuart Ure commented, “With the growing demand by investors globally for financing linked to environmental, social and governance factors, we are delighted to have supported the Sharjah Finance Department and the Emirate of Sharjah on another landmark issuance of sustainable bonds by a GCC sovereign. The success of the transaction is testament to the consistent investor engagement by the Sharjah Finance Department.”
The Joint Lead Managers and Bookrunners were Abu Dhabi Commercial Bank PJSC, Bank of Sharjah PJSC, Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank, Emirates NBD Bank PJSC, First Abu Dhabi Bank PJSC, HSBC Bank plc and Standard Chartered Bank. HSBC Bank plc and Emirates NBD Bank PJSC acted as Global Coordinators and HSBC Bank plc acted as sole ESG structuring agent.
Clifford Chance advises on the Islamic Corporation for the Development of the Private Sector’s sukuk issues of USD600 million
Clifford Chance has advised the joint lead managers on two issuances by the Islamic Corporation for the Development of the Private Sector (“ICD”) under its Trust Certificate Issuance Programme.
The first issuance, comprising USD100 million trust certificates due 2028 completed on December 21, 2023 and is admitted to trading on the regulated market of Euronext Dublin. The second issuance, comprising USD500 million trust certificates due 2029 completed on February 14, 2024 and is admitted to trading on the regulated market of Euronext Dublin as well as on Nasdaq Dubai. Both series of trust certificates were issued in accordance with Regulation S of the U.S. Securities Act of 1933, as amended.
The issuances mark the ICD’s return to the capital markets since their last issuance in October 2020.
The ICD is a multilateral organisation and a member of the Islamic Development Bank (IsDB) Group. The mandate of ICD is to support economic development and promote the development of the private sector in its member countries through providing financing facilities and/or investments which are in accordance with the principles of Shariah. The ICD also provides advice to governments and private organisations to encourage the establishment, expansion, and modernisation of private enterprises.
Clifford Chance’s team comprised partner and Head of Middle East Capital Markets, Stuart Ure (Dubai), Alekhya Prakash (counsel, Dubai) and Nabeela Afifi (trainee solicitor, Dubai).
Clifford Chance advises Saudi Electricity Company
Clifford Chance has advised Saudi Electricity Company (“SEC”) on the dual-issuance of US$800 million senior unsecured trust certificates due 2029 and US$1.4 billion senior unsecured trust certificates due 2034 (each, a “Series”, and together the “Sukuk”) by Saudi Electricity Sukuk Programme Company as trustee under its USD6 billion Trust Certificate Issuance Programme. The Sukuk were issued in accordance with Regulation S of the U.S. Securities Act of 1933 and are listed on the main market of the London Stock Exchange plc.
The SEC group is the Kingdom of Saudi Arabia’s (the “KSA”) leading producer of electricity and the only provider of electric power transmission and distribution in the KSA. As at March 31, 2023, 81.1 per cent. of SEC’s shares were held by the Public Investment Fund and Saudi Aramco with the rest being publicly traded on Tadawul. SEC was rated A1 (positive outlook) by Moody’s, A (stable outlook) by Fitch and A (stable outlook) by S&P.
The 5-year Sukuk was priced at a profit rate of 4.942 per cent. while the 10-year Sukuk was priced at a profit rate of 5.194 per cent., representing a highly successful pricing for each Series. The issuance was one of the largest in the MENA region in over a year, received demand from international investors in Asia, Europe and Middle East, attracted orders exceeding US$11 billion and was more than five times oversubscribed.
The cross-border team comprised partner and head of Middle East capital markets, Stuart Ure (Dubai), Nader Koudsi (senior associate, Dubai) and Benedetta Tola (associate, Dubai) at Clifford Chance, with support from head of banking and finance Yasser Al-Hussain (Riyadh), Ibrahim Al-Mansour (associate, Riyadh) and Yara Abushanan (associate, Riyadh) at AS&H Clifford Chance.
Stuart Ure commented, “We are proud to have supported Saudi Electricity Company once again, on this landmark sukuk issuance. This success of the transaction is a testament to the tremendous work of the SEC team and all the stakeholders in this transaction.”
Al Rajhi Capital Company, Bank of China Limited, London Branch, Dubai Islamic Bank PJSC, First Abu Dhabi Bank PJSC, HSBC Bank plc, J.P. Morgan Securities plc, KFH Capital Investment Company K.S.C.C., Mashreqbank psc (acting through its Islamic Banking Division), Mizuho International plc, MUFG Securities EMEA plc, SMBC Nikko Capital Markets Limited and Standard Chartered Bank were the Joint Lead Managers on the issuance.
Clifford Chance advises the lenders to Masdar’s 1.8GW sixth phase of Mohammed Bin Rashid Al Maktoum Solar Park in Dubai
Clifford Chance has acted as lenders’ counsel to the syndicate of banks supporting the winning Masdar team to achieve financial close on the 1.8GW sixth phase of the Mohammed Bin Rashid Al Maktoum (MBR) Solar Park in Dubai, UAE.
The MBR Solar Park is set to be the largest single-site solar park in the world and contributes significantly to supporting the UAE’s renewable energy objectives. Upon completion, the MBR Solar Park will reduce over 6.5 million tonnes of carbon emissions annually, a step further in Dubai’s Clean Energy Strategy 2050 and Net Zero Carbon Emissions Strategy.
The Clifford Chance team was led by Richard Parris (partner) and Jeremy Barker (counsel) and they were supported by a global team comprising of Vany Attarian (senior associate) and Tanvi Pahwa (associate) on the finance workstream, Inaamul Laher (partner) and Leo Faingata’a (associate) on the construction workstream and Anne Drakeford (partner) and Arshak Mkrtchyan (senior associate) on the hedging workstreams.
Richard Parris commented, “We are delighted to advise the lenders to Masdar’s team to achieve financial close on this important project which further supports the UAE’s Clean Energy Strategy 2050 and Net Zero Carbon Emissions Strategy.”
