The Loyens & Loeff Islamic Finance Group

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1 Islamic Finance

2 The Loyens & Loeff Islamic Finance Group "Extensive tax treaty networks combined with beneficial tax systems and onshore status, these economics of Islamic finance transactions. are just some of the Benelux benefits." Niels Muller, tax lawyer New York, Singapore or other international offices. Islamic finance is one of the most dynamic fields in today s global financial marketplace. Our global Islamic Finance Group, made up of experienced attorneys, civil law notaries and tax lawyers, is heavily involved in innovative Islamic finance structures for crossborder as well as local transactions. Clients include corporates, financial institutions and investment managers, both from inside and outside the Benelux (Belgium, the Netherlands and Luxembourg). We have in-depth and up-to-date knowledge of the relevant legal and tax aspects involved in setting up a Sharia a-compliant structure, and we understand the We work closely together with our specialists on, among others, asset finance, project finance, investment management, securitisation, real estate, energy and regulatory matters, whether they are working from our main Benelux offices or from our Dubai, London, Moreover, we are in close contact with key market players, as well as regulatory and tax authorities, to further pave the way for Islamic finance products in the Benelux market, ranging from complex Sukuk structures to Islamic finance retail products such as Sharia acompliant home finance. Benefits of the Benelux "The Benelux offers distinct advantages for Islamic finance. These include Loyens & Loeff s Islamic finance experience and dedicated Islamic Finance Group." Kees Hooft, attorney The Benelux provides significant benefits for Islamic finance transactions: Extensive tax treaty networks combined with beneficial tax systems and on-shore OECD proof status. Extensive bilateral investment treaties that are worded in a particularly favourable way, providing investment protection for any investments through the Benelux countries. The possibility to obtain certainty in advance from the Revenue Service. The profit calculation method thanks to which different types of income are treated the same way from a tax perspective, which allows flexibility when offsetting various types of income with various types of losses or costs, thereby reducing the risk of tax leakage. A modern, beneficial and efficient regulatory and corporate framework available throughout the Benelux, which offers flexible vehicles in most jurisdictions that provide ample opportunities for structuring Islamic finance transactions. The Loyens & Loeff Islamic Finance Group.

3 Highlights of our Islamic finance practice We advised Arcapita (formerly First Islamic Investment Bank E.C.) on the first Islamically funded LBO in the European market in the acquisition of VGC S.A, a French kitchen and bathroom manufacturing group. We advised Arcapita in the Sharia a-compliant USD 400 million acquisition of the Tensar Corporation (by means of a Tawarruq structure), a global leader in providing technologydriven soil stabilization, erosion control and foundation support products. We advised Aareal Bank in respect of the Sharia a-compliant EUR 100 million financing and structuring of a pan-european portfolio of logistics warehouses and distribution properties. We advised Credit Suisse in respect of the Sharia a-compliant EUR 132 million financing and structuring of a portfolio of properties. We are advising a US corporation on the establishment of a USD 250 million cross-border hydrocarbons based Musharaka al-sukuk transaction. We are advising a Benelux based investment manager on the establishment of a Sharia acompliant reference-indexed share investment fund. Islamic finance products We are advising a large Dutch real estate investor on a Sukuk issue in respect of a diversified Dutch real estate portfolio. We can assist you in setting up a wide variety of Islamic finance products. Based on our deal experience and market insights we bring innovative structuring solutions to the table in respect of, amongst other things: Sukuk structures involving a wide variety of asset classes Islamic securitisation Structured (asset) finance, including (leveraged) Ijara (leasing) transactions Project finance transactions, structured on the basis of Istisn a Islamic investment fund structures, including Mudaraba structures Acquisition finance, based on Murabaha / Tawarruq principles Sharia a-compliant retail products, such as home financing and retail funds Real estate investments, based on for example Ijara or Musharaka principles Private equity investments

4 Contacts Primary contacts (Amsterdam/Dubai offices) Kees Hooft (Banking & Finance; IFQ*) Niels Muller (Tax; IFQ*) Stijn Janssen Waldo Kapoen Other global contacts Brussels office Frankfurt office Marc Vermylen Etienne Spierts marc.vermylen@loyensloeff.com etienne.spierts@loyensloeff.com London office Luxembourg office Willem Bon Gilles Dusemon willem.bon@loyensloeff.com gilles.dusemon@loyensloeff.com New York office Singapore office Lodewijk Berger Pieter de Ridder lodewijk.berger@loyensloeff.com pieter.de.ridder@loyensloeff.com * Islamic finance qualification (IFQ) from the IFQ Institute, a joint venture between the Securities & Investment Institute and the Ecole Supérieure des Affairs.

5 Profile Loyens & Loeff Integrated legal and tax services Loyens & Loeff is an independent international full-service law firm. We offer cutting-edge legal and tax advice to corporates, financial institutions and governments. Thanks to our closely collaborating legal and tax practices we have built a unique and very solid position in our home market, the Benelux. Internationally, Loyens & Loeff is a recognised law firm, in particular for debt and equity capital market transactions, international tax planning, structured (asset) financing, private equity, real estate, (renewable) energy projects, and investment management. With over 1,500 employees worldwide, including more than 400 tax and 400 legal experts, we are capable of efficiently structuring and supervising both domestic and international matters. International focus We provide services from our seven Benelux offices and from our eleven offices based in the world s major financial centres. All our offices have extensive and long-standing international experience and are set up to provide unique legal and tax advisory services to clients, both at local and at international level. Last year we established an office in Dubai, marking our long-term commitment to the Gulf region. Loyens & Loeff also maintains excellent and long-standing relations with prominent law firms in Europe, the United States, the Middle East and the Far East. This ensures that we have access to advice from foreign lawyers at the highest level at all times. Awards M&A Deal of the Year 2008 Award (IFLR) First tier in Tax, Environment & Planning and Real Estate (Legal 500 EMEA 2008) First tier in tax advice (2007 editions Chambers and World Tax) Only Benelux law firm in the American Lawyer Global 100 (2007)

6 Offices BENELUX AMSTERDAM 1) Fred. Roeskestraat ED Amsterdam Telephone Fax ANTWERP 3) Green Plaza Generaal Lemanstraat 27 B-2018 Antwerp Telephone Fax arnhem 4) (oosterbeek) Utrechtseweg AJ Oosterbeek Telephone Fax brussels 3) Woluwe Atrium Neerveldstraat B-1200 Brussels Telephone Fax eindhoven 2) Parklaan 54a 5613 BH Eindhoven Telephone Fax luxembourg 3) 14, rue Edward Steichen L-2540 Luxembourg Kirchberg Telephone Fax RotterdaM 1) Weena CN Rotterdam Telephone Fax INTERNATIONAL ARUBA 4) ARFA Building (Suite 201) J.E. Irausquin Boulevard 22 Oranjestad, Aruba Telephone Fax CURAÇAO 4) J.B. Gorsiraweg 4 Willemstad, Curaçao Telephone Fax DUBAI 1) Dubai International Financial Centre (DIFC) Gate Village, Building # 10, Level 2 P.O. Box Dubai, United Arab Emirates Telephone Fax FRANKFURT 3) Platz der Einheit 1 Kastorgebäude/15. Stock Frankfurt am Main Telephone Fax geneva 4) Rue du Rhône 59 (1st floor)) CH-1204 Geneva Telephone Fax london 1) 26 Throgmorton Street London EC2N 2AN Telephone Fax new york 1) 555 Madison Avenue 27th Floor New York, NY Telephone Fax paris 1) 1, Avenue Franklin D. Roosevelt FR Paris Telephone Fax (legal) Fax (tax) singapore 3) 80 Raffles Place # UOB Plaza 1 Singapore Telephone Fax tokyo 3) 12F, Nishimoto Kosan Kanda Nishikicho Bldg Kanda Nishikicho Chiyoda-ku Tokyo Telephone (legal) Telephone (tax) Fax (legal) Fax (tax) zurich 4) Bodmerstrasse 7 (2nd floor) CH-8002 Zurich Telephone Fax ) attorneys at law, tax advisers and civil law notaries 2) tax advisers and civil law notaries 3) attorneys at law and tax advisers 4) tax advisers EN-IF