Legal Deals – October 2017

Trowers advises Panasonic Corporation on acquisition of A.M.P. Air Conditioning Limited

Trowers & Hamlins LLP has advised global electronics manufacturer Panasonic Corporation on their acquisition of A.M.P. Air Conditioning Limited, one of the largest independent air conditioning distributors in the UK.

Trowers & Hamlins Partner Nick Harrisingh, led the legal team on the acquisition supported by Ned Beale, Tania Tandon, Daniel Smith and Maurice Wong as part of the wider legal team at Trowers & Hamlins.

Clyde & Co advises Babilou SAS on the merger of its nursery business in the UAE with the Blossom nursery group

Clyde & Co has advised Babilou SAS in respect of the merger of the Babilou nursery business in the UAE with the Blossom group of nurseries in the UAE.

Babilou SAS is part of the Babilou Group, which is the largest network of nurseries and childminding facilities in France and which had established its own nurseries, day care and early learning centres in Dubai prior to the merger.

In advising on this innovative transaction, the Clyde & Co team was able to leverage off their experience in the education sector and strong local knowledge, having advised previously on numerous deals in the education space in the Middle East.  Clyde & Co supported Babilou SAS throughout the course of the transaction, including advising in respect of the regulatory and licensing framework, corporate structuring considerations and assisting with the negotiation and completion of the transaction documentation.

The Clyde & Co team was led by Naji Hawayek (corporate partner) who was assisted by Rajiv Nawbatt (senior associate – Corporate), James Marriner (associate – Corporate) and Jacqueline Lewinton (trainee solicitor – Corporate), with additional specialist support provided by Samantha Ellaby (senior associate – Employment) and Carl Fennessy (associate – Intellectual Property).

Simmons & Simmons advises Mercury

The Middle East TMT team of Simmons & Simmons led by partner Raza Rizvi and senior associate Neil Westwood advised Mercury Payments Services LLC (Mercury) on the phased roll out of an innovative payment service through cards issued by the Roads and Transport Authority of Dubai (RTA).

On the project, Raza Rizvi commented, “The interface of commercial technology projects and payment service provider regulation is a key part of our international FinTech capability and our collaboration with Mercury has given us the opportunity to showcase this once again. Our work in the wider region, including on digital authentication projects in other Gulf States and mobile money/open API projects in Africa, point to a major shake-up in the payments landscape which will benefit consumers across emerging markets. Mercury is pioneering that positive shake-up.”

Denzil Lawson, head of Mercury, added, “The solution makes people’s lives simpler by removing the need to carry cash for day-to-day purchases, particularly for micropayments. Whether buying groceries after a metro ride or a coffee on the way to work, the Nol card provides a convenient, secure and easy way to pay. We anticipate additional roll out and further adoption.”

The firm has also recently announced it will be a legal partner to FinTech Hive at Dubai International Financial Centre Authority (DIFC), the first-of-its-kind accelerator in the Middle East, Africa and South Asia (MEASA) region.

Firm advises Savola Group on KSA’s first accelerated book-built block trade

Savola Group sells two per cent of Almarai through the first accelerated book-built block trade on the Saudi Stock Exchange.

Abuhimed Alsheikh Alhagbani (AS&H) Law Firm in Saudi Arabia in co-operation with Clifford Chance, advised Savola Group, a Saudi publicly listed joint stock company, on the successful completion of an accelerated book-built block trade to international, regional and local investors for 16 million shares in Almarai Company (representing two per cent of the issued share capital of Almarai Company). HSBC Saudi Arabia acted as sole bookrunner and broker on the transaction.

Savola Group is one of the Kingdom’s largest food production companies and Almarai is the biggest dairy firm in the Arabian Gulf. They are both listed on the Saudi Stock Exchange (Tadawul).

The transaction, which was initiated after market close on Tuesday 12 September 2017, is the first-of-its-kind on the Saudi Stock Exchange. With a post-transaction holding of 34.52 per cent, Savola will continue to be the largest shareholder in Almarai Company.

The trade promotes the Kingdom’s objective of increasing international participation in the Saudi financial markets with the majority of the orders received for this transaction coming from international and regional investors.

The team was co-led led by Mansoor Al-Hagbani (AS&H partner and head of capital markets, Riyadh) and Omar Rashid (Clifford Chance partner seconded to AS&H and co-head of corporate, Riyadh) and supported by Basel Al-Hadidi (Clifford Chance associate seconded to AS&H, Riyadh). John Connolly (US Capital Markets partner, Clifford Chance London), Arthur Levi (counsel, Clifford Chance London) and Tony Lally (senior associate, Clifford Chance London) also advised on the US and UK securities law aspects of the transaction.

Trowers & Hamlins advises Bank ABC

Trowers & Hamlins has advised Bank ABC, acting as coordinator, sole bookrunner, investment agent and documentation bank on behalf of the syndicate of financiers, in relation to a USD101m Shari’ah-compliant financing transaction provided to Bahrain Islamic Bank B.S.C..

The Murabaha facility was concluded on September 20, 2017 and was extended by a diverse syndicate of regional and international financial institutions including Boubyan Bank K.S.C.P., Dubai Islamic Bank PJSC, Emirates Islamic, Sharjah Islamic Bank, National Bank of Ras Al Khaimah (P.S.C.), The Islamic Corporation for the Development of the Private Sector, Federated Project and Trade Finance Tender Fund and Federated Project and Trade Finance Core Fund.

The firm advised on all aspects of the transaction including drafting all the principal documentation, managing local counsel and liaising with other local service providers as well as the Shari’ah supervisory boards of the syndicate of financiers.

The facility, a debut syndication for Bahrain Islamic Bank, will be used for the bank’s general funding purposes.

The Trowers & Hamlins multidisciplinary team of lawyers was led by managing associate Niall McMorrow and partner Elias Moubarak, supported by solicitor Shah Malik and paralegal Aishah Mansur-Noibi.

AG advises shareholders of Wicked and Flow on sale of majority stake to GL events

Addleshaw Goddard’s Dubai Corporate team has advised the shareholders of Wicked Tents LLC (“Wicked”) and Flow Air & Power Solutions LLC (“Flow”) on the sale of a majority stake in both companies to global events company GL events.

Wicked and Flow provide premium furnished and powered accommodation for high profile events in the GCC, such as the DP World Tour Championship, a golf tournament on the PGA European Tour and the climax of the European Tour Race to Dubai, and have a client list that includes public sector and multinational corporates.

Both companies are well-positioned in the UAE market and are expected to grow, given a series of major global events scheduled in the region including the Asian Football Cup 2019 in the United Arab Emirates, the World Expo 2020 in Dubai and 2022 FIFA World Cup in Qatar.

The AG team was led by Corporate Partner Darren Harris and Associate James Bradshaw.