Saudi Arabia.

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1 Saudi Arabia 2014

2 2 Saudi Arabia 2014 My first choice in Saudi Arabia. Chambers Global, Saudi Arabia This firm goes from strength to strength, rising to the top of the rankings after another successful year. Chambers Global, Saudi Arabia A&O is one of the few international firms that knows how to tackle the Saudi market. They didn t come in for the quick buck, they came in with the long term investment mentality and it s paid off. They hired people, that paid off and they are one of the better international firms. IFLR, Saudi Arabia Sources say: Outstanding lawyers there. Chambers Global, Saudi Arabia Allen & Overy LLP 2014 Zeyad S. Khoshaim Law Firm 2014

3 3 Who we are Allen & Overy is an elite international legal practice with approximately 5,000 staff and 511 partners worldwide. Since opening its first office in London in 1930, Allen & Overy has grown into a global organisation with 43 offices in 30 countries across the Middle East, Africa, Europe, Asia Pacific, the U.S., and South America. Over 50% of our turnover is generated outside the UK, and two-thirds of our work is multi-jurisdictional, involving offices in two or more countries. Strikingly, nearly 20% of our work involves offices in five or more countries, demonstrating the importance of being able to provide a global response for clients with global needs. With broad international cover and deep local roots, we are present in those locations which are the source or destination of the major international capital flows, and in the financial centres that handle those flows. Combining within one practice leading local law and international law expertise, our lawyers are qualified to practise in 33 countries and speak 41 languages, ensuring our clients receive consistency of quality wherever they work with us. Clients and people are at the centre of everything we do. Healthy relationships lead to long-term performance for us all. The foundation of a strong relationship is listening and understanding. We must hear what our clients and our people actually say to be able to respond positively.

4 4 Saudi Arabia 2014 What can we offer you? A team of enthusiastic and committed lawyers based in Riyadh An integrated, efficient and seamless service combining internationalstandard expertise with a significant knowledge of Saudi law, custom and process Practice area leaders We are consistently hailed as leaders across all practice areas including corporate, debt capital markets and banking An outstanding track record Our experience of advising on transactions in the Kingdom will provide you with the highest quality of legal services in an effective, proactive and cost-efficient manner A commercial approach We do not simply deal with the technicalities, and when tackling unexpected issues (which inevitably occur) we offer constructive, commercial and pragmatic advice A one-stop shop for legal advice You will be dealing with one law firm, thereby providing you with consistency in the level of service and cost-effectiveness A relationship focus We understand the importance of getting to know you and your team, and your business goals and values. We work in partnership with our clients and aim to develop long-term relationships with them Allen & Overy LLP 2014 Zeyad S. Khoshaim Law Firm 2014

5 5 Litigation/ Dispute resolution Corporate/ M&A Banking Regional offering Projects International Capital Markets Joint Ventures Real Estate There is no doubt in the market that Allen & Overy is one of the most exceptional international firms in the country and is commended for its dedication to the region. IFLR1000, Saudi Arabia

6 6 Saudi Arabia 2014 The Kingdom of Saudi Arabia Zeyad S. Khoshaim Law Firm in association with Allen & Overy LLP, Riyadh Allen & Overy advises its clients on matters relating to the Kingdom of Saudi Arabia through an association with Zeyad S. Khoshaim Law Firm. The associated Riyadh office includes a team of veteran Saudi and internationally-qualified lawyers who advise on a wide range of practice areas, including debt and equity capital markets, local and cross-border M&A, corporate, projects, banking and Islamic finance transactions. The Riyadh team is led by three partners: Zeyad Khoshaim, who is a Saudi Arabian- and New York-qualified lawyer; Julian Johansen, a UK-qualified lawyer who is fully fluent in Arabic; and Johannes Bruski, a corporate lawyer with over 20 years of experience. Together, the team has an unparalleled understanding of the Saudi Arabian commercial landscape, legal framework and cultural issues. The team routinely handles all aspects of sophisticated transactions and works seamlessly with A&O s offices around the world, providing first class, efficient and integrated legal services. Sources are enthusiastic about Zeyad Khoshaim s capabilities and say he is an innovative thinker who adds a lot of value and has been tremendously helpful. Chambers Global, Saudi Arabia Julian Johansen has earned the respect of peers and clients alike, who have nothing but positive things to say about him. Chambers Global, Saudi Arabia Johannes Bruski has quickly become a client favorite, thanks to his strong commercial sense and ability to put things the way clients understand. Chambers Global, Saudi Arabia Allen & Overy LLP 2014 Zeyad S. Khoshaim Law Firm 2014

7 7 Your key contacts Zeyad Khoshaim Tel Mob Julian Johansen Tel Mob Johannes Bruski Tel Mob

8 8 Saudi Arabia 2014 Our practice areas Allen & Overy is well known for its market-leading practice across the Middle East. We have one of the largest practices regionally and as a result we have the resources and expertise to deal with the most complex transactions across our practice areas. Corporate and M&A We have an enviable position in relation to corporate and M&A transactions, having acted on the highest-profile cross-border acquisitions and disposals in the Middle East. We have in-depth legal knowledge and practical experience in public and private M&A. We are also experienced in the licensing of foreign direct investments in Saudi Arabia through the Saudi Arabian General Investment Authority (SAGIA) and the incorporation of companies with the Ministry of Commerce & Industry (MOCI), together with other procedures (including capital increases and share transfers) requiring the approval of SAGIA and MOCI. Arabic-speaking lawyers based in our associated Riyadh office have excellent contacts with senior personnel in SAGIA and MOCI, with whom they regularly liaise in connection with M&A and general corporate matters. Banking Allen & Overy is at the heart of the world s banking and financial markets. Few practices can match the quality of our people, the breadth of our client base, our global reach and our top-tier position across the full range of financial products. We advise over 800 corporate and financial institution participants in financial markets both globally and in Saudia Arabia. They entrust us with the full range of their domestic and cross-border transactions. They rely on us for the depth and breadth of our expertise, our intellectual rigour and our proven track record of finding solutions and completing the transactions we work on. Projects We are a market leader in regional Middle East projects and have played an important role in many of the major projects in infrastructure across Saudi Arabia and the wider region. We advise a wide range of clients in both the public and the private sector, including governments, sovereign wealth funds, sponsors, financiers, ECAs and project companies. Our lawyers win praise for their technical ability as well as their commercial approach and can provide a comprehensive service, including advising on project structures, conducting legal due diligence, risk allocation and reviewing the bankability of project agreements. We have advised on over 30 projects in Saudi Arabia in the oil and gas, power, transport, telecoms, ports and aviation sectors. Allen & Overy LLP 2014 Zeyad S. Khoshaim Law Firm 2014

9 9 Joint ventures We are one of the leading firms in the world in advising on joint ventures in Saudi Arabia. We have acted on a significant number of strategic joint ventures and no issues arise on deals that we will not have seen and dealt with before. Joint ventures often involve a variety of issues upon which require expert legal advice. A large proportion of the corporate and projects work we undertake in the Kingdom are conducted through joint venture structures due to the prevalence of foreign ownership restrictions in the GCC. In particular, we have a wealth of experience of advising on the structuring and implementation of investments in Saudi Arabia in the most efficient manner. We have extensive experience of executing deals in the Kingdom as well as finding practical solutions to the challenges regularly encountered on transactions. As a leading firm in this area, you will receive the benefit of our experience in providing practical solutions to both technical and commercial issues. International Capital Markets Our extensive experience has enabled us to position ourselves as the leader in the regional market having worked on almost every sukuk transaction in the Saudi market. Financial institutions often call upon us first to advise them on the whole range of services regarding equity and debt issues, sukuk MTN programmes, derivatives and other aspects of capital markets. We advise underwriters, issuers, selling shareholders and rating agencies on the highest-profile deals across the Middle East. Real Estate Our Real Estate practice combines expertise across the Middle East and globally in real estate development, investment, lettings, financings, funds and corporate transactions. We provide our clients with an integrated service covering all aspects of real estate, drawing on our specialist skills in all relevant areas. The Middle East Real Estate team is involved in high-profile and groundbreaking work at an international level. Litigation/ Dispute Resolution We boast a team of Saudi litigation experts and we have been involved in a number of complex, high value disputes. The Middle East arbitration team has handled a wide range of disputes across the broad spectrum of industry sectors including construction, real estate, banking and finance. We have represented clients in ICSID, LCIA, DIAC and UNCITRAL and ICC arbitration proceedings. Clients benefit from both the team s expertise on the ground and its integration within our global international arbitration practice.

10 10 Saudi Arabia 2014 Deal highlights We have highlighted below a selection of recent key deals and cases. Corporate, M&A and Joint Ventures Investcorp We advised the Bahrain-based group, on the acquisition of a 38% shareholding in Al Yusr Industrial Contracting Company, the Saudibased oil and gas services firm. Gulf Investment Corporation We advised on the acquisition of 20% of the shares in Saudi Mechanical Industries. John Hopkins Medicine International (JHI) We advised JHI, the international arm of John Hopkins Medicine, on a joint venture with Saudi Aramco to establish a new health care provider for Saudi Aramco. This was a significant deal as it represents the first time an American institution has invested in healthcare in Saudi Arabia. ACWA Power We advised ACWA Power on the acquisitions by Sanabil and Saudi Public Pension Agency of equity stakes of 13.72% and 5.71% respecively in ACWA Power, by way of private placement. Levant Capital We advised on a joint USD100m acquisition with Citi Venture Capital International of a controlling stake in Al-Raya For Foodstuff Company Limited, a leading supermarket chain in Saudi Arabia. News Corporation On its first USD70m and subsequent USD35m investment in Rotana Group thus forming a joint venture with the Middle East Media Group owned by HRH Prince Alwaleed Bin Talal. Capital Markets Sadara sukuk We advised AlBilad Investment Company, Alinma Investment Company, Deutsche Securities Saudi Arabia LLC and Riyadh Capital on the issuance of a SAR7.5bn Saudi Arabian public sukuk. Savola sukuk programme We advised HSBC Saudi Arabia Limited as arranger and dealer on the establishment of a SAR5bn sukuk issuance programme by The Savola Group and a SAR1.5bn issuance of the programme. National Medical Care Company We advised on National Medical Care Company s USD97.2m IPO on the Saudi Stock Exchange (Tadawul). Sipchem rights issue We advised Saudi International Petrochemical Company (Sipchem) on its USD2bn rights issue, the largestever rights issue in Saudi Arabia. GACA sukuk We advised HSBC Saudi Arabia Limited as sole lead manager in connection with the SAR15bn sukuk issue by the General Authority of Civil Aviation (GACA), guaranteed by the Ministry of Finance of Saudi Arabia. This was the largest sukuk issue in Saudi Arabia and the first sovereign sukuk in Saudi Arabia. Almarai sukuk We advised NCB Capital as manager of the second and third tranche issuances totalling SAR1.3bn for Almarai under its sukuk programme. Saudi Electricity Company sukuk We advised on Saudi Electricity Company s debut 144A USD2bn sukuk issuance. We also previously advised on its debut Reg S issuance and an accompanying private placement. Allen & Overy LLP 2014 Zeyad S. Khoshaim Law Firm 2014

11 11 Projects/Banking Jubail Refinery and Petrochemical Project We advised Saudi Aramco Total Refining and Petrochemical Company (SATORP), a joint venture company established by Saudi Aramco and Total, on a USD14.2bn project which entails the development of a greenfield refining and petrochemical plant in Saudi Arabia. The financing involved 19 different facilities with seven export credit agencies and two different Islamic facilities (an istisna a-ijara and a wakalaijara) and the total debt raised was approximately USD8.5bn. Murabaha financing for Ma aden We advised a syndicate of 11 Saudi and international banks on a SAR9bn murabaha financing for Ma aden. Jabal Omar Development Company We advised Jabal Omar Development Company on a SAR5bn procurement and ijara facility to finance the development of a project in the Holy City of Makkah and a SAR1.5bn Bridge facility. Saudi Aramco Lubricating Oil Refining Company We advised Saudi Aramco Lubricating Oil Refining Company on a SAR2bn murabaha facility with Riyad bank. Etihad Etisalat Company (Mobily) We advised the financiers on a subordinated murabaha facility made available to Etihad Etisalat Company (Mobily) for financing the acquisition of network services company Bayanat Al Oula by Mobily. Sipchem/Hanwha Chemical Corporation Jubail project We advised the lenders, HSBC Saudi Arabia Limited, Riyadh Bank, National Commercial Bank and Saudi Hollandi Bank, in relation to the development of an ethylene vinyl acetate and low density polyethylene production facility in Jubail, Kingdom of Saudi Arabia. The financing of this project involves a syndicated Islamic loan facility and further funding from PIF and SIDF. This project was sponsored by Sipchem and Hanwha Chemical Corporation. King Abdullah Economic City We advised the original landowners on the structure and documentation for the project, the terms of the land disposal and shareholding in the project company. The project comprises the construction of a new sea port, hotels, golf course, financial and industrial districts, university and residential developments. At the heart of the development will be a financial and international business centre and free zone surrounded by luxury houses, including seaside villas. Our involvement encompasses utilities, regulatory, finance and real estate-related advice, including standard form leases, development agreements and the services and management structure.

12 FOR MORE INFORMATION, PLEASE CONTACT: Riyadh Zeyad S. Khoshaim Law Firm in association with Allen & Overy LLP Localizer Centre Suite F6 Prince Mohammed bin AbdulAziz Road (Tahliya) P.O. Box Riyadh Saudi Arabia Tel Fax Office contacts Zeyad Khoshaim Tel Mob Julian Johansen Tel Mob Johannes Bruski Tel Mob GLOBAL PRESENCE Allen & Overy is an international legal practice with approximately 5,150 people, including some 525 partners, working in 43 offices worldwide. Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi Amsterdam Antwerp Athens (representative office) Bangkok Beijing Belfast Bratislava Brussels Bucharest (associated office) Budapest Casablanca Doha Dubai Düsseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Istanbul Jakarta (associated office) London Luxembourg Madrid Mannheim Milan Moscow Munich New York Paris Perth Prague Riyadh (associated office) Rome São Paulo Shanghai Singapore Sydney Tokyo Warsaw Washington, D.C. Yangon Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP s affiliated undertakings. Zeyad S. Khoshaim Law Firm is a sole proprietorship registered in Saudi Arabia and licensed by the Ministry of Justice to practice legal advocacy, with an address of Localizer Centre Office F6, Prince Mohammed bin AbdulAziz Road (Tahliya), P.O. Box , Riyadh 11321, Kingdom of Saudi Arabia, Direct , Fax Allen & Overy LLP 2014 Zeyad S. Khoshaim Law Firm 2014 CA