Legal deals of the week (Oct 22, 2020)
Trowers & Hamlins advises DEWA; PwC Middle East acquires Tyconz Enterprise Business; AS&H in cooperation with CC advises NCB on the largest bank merger in Saudi Arabia; Clyde & Co represents Federal Government of Somalia; Linklaters and Zaki Hashem & Partners advise on the first sovereign green bond issue in the MENA.
Trowers & Hamlins advises DEWA on fifth phase of the Mohammed bin Rashid Al Maktoum Solar Park
A consortium of advisers led by Trowers & Hamlins LLP (acting as legal counsel), Ernst & Young (EY) (acting as financial consultants) and GOPA-International Energy Consultants GmbH (acting as technical consultants) advised Dubai Electricity and Water Authority (DEWA) in relation to the fifth phase (Project) of the Mohammed bin Rashid Al Maktoum Solar Park (MBR Solar Park) which achieved financial close on 15 October 2020.
With an estimated completion date of 2030, the MBR Solar Park will be largest single-site solar park of its kind in the world with a total capacity of 5,000 MW. The Project, which represents the fifth phase of the MBR Solar Park, will have a capacity of 900MW. The Project will generate enough clean energy to power approximately 270,000 homes in Dubai.
The successful bidder submitted a then new world-record low tariff (for unsubsidised levelised cost of electricity (or LCOE)) PV solar power generation of $1.695 cents a kilowatt hour ($c/kWh). DEWA awarded the project to the developer consortium of International Company for Water and Power Projects (ACWA Power) and Gulf Investment Corporation (GIC) (together the Consortium).
DEWA, the Consortium and relevant stakeholders, with the assistance of the Consultants, previously reached commercial close on April 29, 2020. In addition to drafting the request for proposals (RFP), the Consultants also developed the full suite of project agreements. The key project agreements include the power purchase agreement (PPA), shareholders’ agreement, the musataha agreement and high-level term sheets for the engineering, procurement and constructions (EPC) contract and operation and maintenance (O&M) contract. Since commercial close, the Consultants have advised on all matters up to the successful satisfaction of the conditions for financial closing.
In a move away from precedent transactions, DEWA has successfully procured the Project without the benefit of a government guarantee (in relation to DEWA’s payment obligations under the PPA). The Consortium was able to secure lender support for the Project based, in part, on DEWA’s now strong track record of delivering bankable solar IPPs.
The Trowers & Hamlins’ team was led by partners Thomas Wigley and Shaun Hardiman who were supported by Lydia Clatworthy, Sam Wood, Jennifer Barnett and Jacques Domican-Bird. The EY team was led by Rajeev Singh, partner, and Abhayjit Sinha, Director of Strategy and Transactions with support from Mohammed ElSewedy and Vahe Hadajian. The intec team was led by project managers Karsten Ley and Kuno Schallenberg.
Thomas Wigley, partner and head of the Energy and Natural Resources’ practice at Trowers & Hamlins, said, “We have been delighted to work with DEWA on the strategic Phase V project and the successful of achievement of financial close. This clearly demonstrates the confidence which the market has in DEWA and the renewable energy market in the Emirate of Dubai.”
Rajeev Singh of EY said, “The successful closing of this Project further cements EY’s commitment to DEWA as well as the growing renewable energy market across MENA (where EY is advising on 5 solar projects). Continued low tariffs are strong testimony to DEWA’s profile, especially on this landmark project which has set a new benchmark on increased risk transfer to the private sector (no sovereign guarantee, and no base rate movement).”
Karsten Ley, noted that,“The rising demand for green electricity is changing the energy world and we need more speed in the global energy transition “Energiewende”. intec is proud to drive the direction of Dubai’s energy turnaround with DEWA’s award winning project.””
PwC Middle East acquires Tyconz Enterprise Business
PwC announced that it has completed an asset purchase agreement to acquire Tyconz’s Enterprise Business Applications Operations. Tyconz is a gold partner with SAP, with a solid track record in end to end SAP service offerings including implementations, developments, training and support in the MENA region.
Through this asset purchase, PwC will further expand its ability to deliver SAP digital solutions and complement its existing capabilities across digital enablement, data analytics, mobile solutions and user experience management to further support its clients in their technology enabled business transformation journey by adding a team of over 150 bilingual experts to its existing Technology Consulting business. This purchase is a differentiating move in the current climate, enabling PwC to meet the growing digital transformation needs in the region. Completion of the acquisition should be achieved soon, subject to customary closing conditions.
Established over 10 years ago and with offices in Riyadh, Dubai, Doha, Beirut, Cairo and Kuwait, Tyconz offers a complete set of SAP service offerings including Licensing and Products, Implementation and support services. This covers enterprise applications management, customer experience management, human experience management, supplier experience management, data management, cloud computing, artificial intelligence, and other digital technology solutions suitable for adopting automation and new ways of working.
Commenting on the announcement, Hani Ashkar Middle East Senior Partner, PwC Middle East, “The region is currently undergoing accelerated transformation, as we transition more towards a digital economy. Our investment in Tyconz Enterprise Business Applications Operations is another step towards our commitment to delivering value to our clients, from strategy through execution. As a client-centric firm, we’re making the shift to enable more impact, value and quality; all with a more digitally enabled experience.”
Tyconz Co-Founders Tarek Abdel Khalek and Jawad Fakih added, “We are thrilled that our Enterprise Business at Tyconz will be joining PwC in the Middle East. At Tyconz, our expertise in SAP products aligns well with PwC’s strategy to offer integrated solutions. Our people and products will compliment PwC Middle East’s existing digital capabilities to deliver more complete and competitive computing solutions to their customers. This acquisition will also enrich our current offerings whilst continuing to provide our support and commitment to our clients over the years through their digital transformation journey.”
PwC Middle East Legal Leader, Darren Harris, commented, “We are delighted to have advised PwC Middle East on this significant strategic acquisition. The combination of PwC’s existing digital offering with Tyconz Enterprise Business is a landmark deal in the digital space in the region. I welcome Jawad and Tareq and their team to PwC Middle East – they will be a great fit at the firm and a great success. Many thanks to the PwC Legal team, particularly Ben Sims and AbdelRahman Shafik, PwC Middle East’s internal legal team, led by Fayez Khouri and Elie Mikhael, PwC’s Corporate Finance team, led by Leo Vera, and the other advisers on the deal for their collaboration.”
AS&H in cooperation with Clifford Chance advises NCB on the largest bank merger in Saudi Arabia
Abuhimed Alsheikh Alhagbani Law Firm (AS&H) in cooperation with Clifford Chance advised the National Commercial Bank (“NCB”) on the signing of its merger agreement with Samba Financial Group (“Samba”) on 11 October 2020. The Transaction will be implemented through the merger of Samba into NCB which will result, upon its completion, in all of the assets and liabilities of Samba being transferred to NCB, and new shares in NCB will be issued to the shareholders of Samba.
In its announcement, NCB commented that, “The merger will create a regional powerhouse with SAR837 billion (USD223 billion) in assets, uniquely positioned to accelerate the transformation of Saudi Arabia’s banking landscape and deliver progress towards Vision 2030.”
The AS&H core team was led by Mansoor Alhagbani (AS&H partner and head of capital markets and financial regulatory), supported by counsel Sahel Mughal, senior associate Mashael Al-Shebaiky and associates Ahmad Al-Sadhan, Rakan Kawar, Haifa Al-Damegh and Motaz Al-Fozan. Lawyers from a number of Clifford Chance offices were also involved, including Mohammed Al-Shukairy (regional managing partner, Middle East) and Daniel Boyle (counsel, Dubai).
Mansoor Alhagbani commented, “We are extremely proud to have advised NCB on this transformational transaction to create a new Saudi banking champion. We would like to thank NCB for putting their trust and confidence in our team to advise on this strategic mandate. It has been an extremely rewarding experience and has enabled us to reinforce our longstanding relationship with them. We look forward to continuing our work with NCB to bring this landmark transaction to a successful conclusion”.
Clyde & Co advises Federal Government of Somalia on its Port of Mogadishu rehabilitation project
Clyde & Co advised the Federal Government of Somalia on its new 14-year concession agreement with Turkish contractor Albayrak Group for the rehabilitation and operation of the Port of Mogadishu.
Clyde & Co acted as sole legal adviser to the Federal Government of Somalia on all aspects of the matter, including drafting and negotiating the key transaction documents, as well as providing strategic advice on due diligence and regulatory approvals. Clyde & Co’s mandate was underpinned by the African Legal Support Facility.
The Port of Mogadishu is the most important port of Somalia and one of the most significant in East Africa. As an initiative to develop and modernise the Port, the new agreement covered several aspects, including the continuation of the Port’s exclusive terminal operations and marine services by Albayrak under a revised revenue share arrangement, a rehabilitation and investment program to safeguard the port assets and respond to increasing trade flows, and the implementation of a state-of-the-art terminal operating system to increase efficiency and speed at the port.
Peter Kasanda, managing Ppartner of Clyde & Co Tanzania and Global Board member, commented, “This is a landmark agreement and a significant development for Somalia. We look forward to continuing to support the Federal Government of Somalia in its various projects to improve and modernise its international transportation system.”
The Clyde & Co team advising on the project was led by Peter Kasanda, with the support of Catherine Johnston (legal director – London), Laura Coates (senior associate – London), Imani Mselle (associate – Dar es Salaam), Amreen Ayub (associate – Dar es Salaam), Alex Devereux (associate – London) and Ross Jenkins (associate – London).
Linklaters and Zaki Hashem & Partners advise the Joint Bookrunners and Joint Lead Managers on the first sovereign green bond issue in the Middle East and North Africa (Egypt)
Linklaters and Zaki Hashem & Partners have advised the Joint Bookrunners and Joint Lead Managers on the first sovereign green bond issue in the Middle East and North Africa region. Egypt issued its first green bonds in the aggregate principal amount of USD750 million with an annual coupon of 5.250 per cent and a maturity date in 2025. Egypt has a portfolio of green projects worth USD1.9 billion, or about £30 billion. Green bonds finance environmentally friendly projects, including energy efficiency, pollution prevention, clean transportation and new green technologies.
The bonds have been listed on the London Stock Exchange (LSE) and admitted to the LSE’s dedicated Sustainable Bond Market (SBM) which champions innovative issuers in sustainable finance and improves access, flexibility and transparency for investors.
Citigroup Global Markets Limited, Credit Agricole Corporate and Investment Bank, Deutsche Bank AG and HSBC Bank plc (the Joint Bookrunners and Joint Lead Managers) were selected by the Egyptian Ministry of Finance to manage the issuance. The Joint Bookrunners and Joint Lead Managers were advised by Linklaters LLP on matters of US and English law, while Zaki Hashem & Partners advised on matters of Egyptian law.
The Linklaters team was led by Richard O’Callaghan (partner, capital markets) and included Cecil Quillen (partner, capital markets), Nicola Minervini (managing associate, capital markets), Scott James (senior associate, capital markets) and Tiana Cherry (associate, capital markets).
The Zaki Hashem & Partners team was led by Ragia Omran (of counsel) and included Peter Maurice (senior associate) and Reem Abu-Zahra (associate).