Experience
Capital Markets
We advised the National Commercial Bank on its Tier I SAR4.2 billion sukuk issuance. We advised on all aspects of the matter including the sukuk, offering document, mudaraba contract, declaration of agency, payment administration contract and regulatory issues. The sukuk is limited to an annual profit rate of 4.25% per annum and has no maturity date. The Shari’a compliant perpetual sukuk issuance is in conformity with Basel III as applied in Saudi Arabia.
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We advised the National Commercial Bank on the early redemption of its SAR5 billion sukuk, which took place during February 2019. The sukuk were offered through private placement on 25 February 2014, for the amount of SAR5 billion, qualifying as Tier II subordinated debt in accordance with the Basel III framework.
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We advised the National Commercial Bank on the private placement of a Tier I sukuk issuance. Acting as Saudi Arabian counsel to the National Commercial Bank, we advised on the offering materials, sukuk documents and transaction documents including the declaration of agency, payment administrator agreement, placement agreement, agency control and subscription agreement. This was the first Basel III compliant Tier I capital transaction to be issued by a Saudi Arabian bank. We provided groundbreaking advice on banking regulations, insolvency procedures, the Companies Regulation and SAMA directives that had never been previously tested in that way. The SAR1 billion sukuk was settled on 22 June 2015.
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We acted as Saudi Arabian counsel to the National Commercial Bank on the private placement of a Tier I sukuk issuance. NCB Capital Company acted as the sole lead manager. We advised on the offering materials, sukuk documents and transaction documents including the declaration of agency, payment administrator agreement, placement agreement, agency control, subscription agreement and regulatory approvals. The SAR2 billion sukuk was settled on 15 July 2015.
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We advised the National Commercial Bank on the private placement of a Tier I sukuk issuance. NCB Capital Company acted as the sole lead manager for the issuance. The sukuk had a unique structure relating to the investor. This structure required advice on the Investment Fund Regulations, in addition to the Offer of Securities Regulation and Capital Market Law. We advised on the offering materials, sukuk documents and transaction documents including the declaration of agency, payment administrator agreement, placement agreement, agency control and subscription agreement and regulatory approvals. The SAR2.7 billion sukuk was settled on 23 December 2015.
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We advised the National Commercial Bank on the private placement of a Tier I sukuk issuance. We acted as Saudi Arabian counsel to the National Commercial Bank and advised on the offering materials, sukuk documents and transaction documents including the declaration of agency, payment administrator agreement, placement agreement, agency control, subscription agreement and regulatory approvals. The sukuk was settled during the third quarter of 2017.
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We acted as Saudi Arabian counsel to API, APP and NOMAC in connection with agreements relating to the issuing of US$814 million bonds due in 2039. The bonds were issued in May 2017 by ACWA Power’s wholly owned subsidiary, APMI1 One, and are secured by cash flows and other securities from eight ACWA Power projects in Saudi Arabia and from NOMAC, ACWA Power’s wholly owned operations & maintenance company. At the time of their issue, these bonds were the largest and the first investment-grade private sector dollar bonds to be offered by a Saudi private company.
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We advised Sadara and the Dow Chemical Company on the issuance of a US$2 billion sukuk as part of the financing for the development of one of the world’s largest integrated performance chemicals and plastics complex, at an estimated total cost of US$19.3 billion. This is only the second project sukuk to be issued in Saudi Arabia and the largest sukuk overall. We have continued to advise on issues related to the capital markets regime and assisted with the preparation of share registers.
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We advised a multinational financial services company on the then newly published Qualified Foreign Investor Regulations and counselled the company on the ramifications of the legislation upon the issuance of depository receipts.
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We advised a Saudi Arabian bank in relation to the making of public announcements of material developments in accordance with SAMA regulations, the Capital Market Law, the Rules on the Offer of Securities and Continuing Obligations and the Corporate Governance Rules.
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We advised a Saudi Arabian bank on concluding a Tier 1 sukuk redemption. This included advising on notices, providing notice to sukukholders, the timeline and closing the transaction.
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We are advising a multinational insurance holding company on numerous aspects of the capital markets regime, including assistance with structuring a capital market transaction, restructuring advice, M&A regulations, the Rules on the Offer of Securities and Continuing Obligations and the Corporate Governance Rules.
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We advised a medical insurance company on various matters related to the capital markets, including corporate governance issues.
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We were instructed to advise Berenberg Bank on Saudi Arabian securities regulation. In doing so we provided a detailed report of the role, scope and current practice of the Capital Market Authority. In addition, we advised on the procedures that must be followed and the requirements that had to be met, both prior to and after listing, in order to ensure compliance with the Capital Market Law and Listing Rules.
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We advised a publicly listed company in a dispute with their broker over a failure to comply with the implementing rules and regulations of the Capital Market Authority during a share-buyback. We provided legal advice to the client on various capital market regulations, such as the Regulatory Rules and Procedures Issued Pursuant to Companies Law Relating to Listed Companies, and the Capital Market Institutions Regulations.
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We advised Proskauer Rose (on behalf of Extell Development Corp) in connection with a private placement in Saudi Arabia. We provided a detailed analysis of the procedures for offering securities in Saudi Arabia, including the compliance requirements under the Capital Market Law and its implementing regulations. In addition, we advised on the offering structure and the most recent practices of the Capital Market Authority.
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We advised Xinguang International Group Limited in connection with Saudi Arabian securities regulations, and provided advice on anti-money laundering regulations, anti-dumping regulations, clawback procedures and currency exchange regulations, as they related to the listing application of Xinguang International Group Limited which intended to list on the Saudi Stock Exchange.
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We were instructed by Ropes & Gray LLP (on behalf of American Century Investments) in connection with private placement advice relating to the applicable laws, practice, rules and regulations of the Capital Market Authority. We provided a detailed analysis of the procedures and requirements for securities offering, including the steps that need to be taken in order to comply with the Capital Market Law and its implementing regulations. In addition, we advised on the time scale required for offering based upon our own extensive experience obtained from our previous IPO transactions.
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Our firm was instructed to advise Hillenbrand Inc. in relation to Saudi Arabian securities regulation. Our advice covered applicable laws, practice and restrictions in relation to the disclosure obligations, retention of data, data storage in the US, bookkeeping requirements, electronic transactions and the storage of electronic data.
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We advised the National Commercial Bank on the initial public offering of a US$1.35 billion Tier II sukuk issuance. It was the largest ever subordinated debt instrument issued by a financial institution in the Middle East and North Africa (MENA) region. We acted as local counsel to the National Commercial Bank and advised on the offering documents and all the sukuk documents and transaction documents. The sukuk issuance was 2.1 times oversubscribed exceeding the initial target issuance size.
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We advised a non-Saudi entity on the marketing and issuing of foreign funds to investors in Saudi Arabia. We counselled the company on what was permitted under the Capital Market Law and its implementing regulations in respect of marketing common stocks to prospective investors in Saudi Arabia, whether approval or registration with any governmental authority or regulator was required, and what the required government approvals were.
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We advised a Swiss financial services company on matters relating to the marketing and offering of securities in Saudi Arabia.
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We advised a foreign entity looking to do business in Saudi Arabia on the various methods of fund-raising available in the Kingdom, including those approved and regulated by the Capital Market Authority.
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We advised a Saudi Arabian seller in connection with a private placement of its shares in a Saudi Arabian joint venture company in the mining sector.
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We are advising a Saudi Arabian investment fund manager on structuring and establishing a Shari’a compliant investment fund focused on mixed-use real estate projects and investments in Saudi Arabia.
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We advised the Saudi Arabian affiliate of Japan’s biggest insurer Tokio Marine & Nichido in connection with its licensing, incorporation and IPO.
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We advised Red Sea Gateway Terminal and Red Sea Ports Development Company in connection with the first private share swap arrangement involving a limited liability company and joint stock company.
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We advised the Royal & Sun Alliance affiliate Al Alamiya Insurance Co. in connection with the initial public offering of 30% of its share capital as part of its licensing and incorporation pursuant to the Control of Cooperative Insurance Companies Regulation of 2003.
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We acted as counsel to the issuer in the initial public offering of 50% of the share capital of the third Saudi Arabian telecommunications operator, Zain.
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We advised Al Khozama Management Company (owner of the landmark Faisaliah complex in Riyadh) in connection with the private placement of its shares under the Capital Market Law.
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We acted as counsel to the issuer in the initial public offering of 20% of the share capital of the first Saudi Arabian private sector telecommunications operator, the Etisalat Consortium. This was the first IPO under the, at the time, newly published Capital Market Law. The issue was 51 times oversubscribed, at a value of US$13.6 billion.
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We represented the CEO of a listed company in the first successful challenge to a resolution by the Saudi Arabian Capital Market Authority under the Capital Market Regulation of 2003 and the Market Conduct Regulation 2004 before the Committee for the Resolution of Securities Disputes both at primary and appellate level.
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