ISLAMIC FINANCE PRACTICE

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1 ISLAMIC FINANCE PRACTICE

2 Introduction Addleshaw Goddard is a full service international law firm with key strengths in corporate, commercial and banking law and dispute resolution. This aligns well with the requirements of the Middle Eastern market and allows us to present a wide range of market-leading experience that we consider will be a significant offering in the Middle Eastern market in terms of its depth of expertise, high quality service delivery and access to wider resources. We have offices in Doha, Dubai, Hong Kong, Leeds, London, Manchester, Muscat, Singapore and Tokyo (in association with Hashidate Law Office). We have 176 partners and 680 other legal staff around the world. Our purpose and focus is to help our clients achieve their ambitions, to help them succeed. Our vision for Addleshaw Goddard is to create a leader in the new world of legal services which is clearly differentiated. Differentiation, built on a platform of strong fundamentals, will distinguish us as a different legal business one which gives clients and talented individuals more reason to choose us ahead of our competitors. We believe we will stand out differentiate ourselves through our approach to our clients, our delivery, our pricing and our culture. We are investing in our business and will continue to build our team as required to meet our clients needs. Addleshaw Goddard puts clients needs at the heart of its strategy. `really cares, and shows more flexibility and openness to change than many others. LEGAL 500 UK DIRECTORY Islamic Finance Addleshaw Goddard s specialised Islamic Finance lawyers are experienced in structuring deals that are Shari ah-compliant and effective and have significant experience in dealing with the challenges that Shari ah law presents, including complex documentation, ownership and risk allocation, as well as an understanding of how they can be reconciled with conventional finance. The continued promotion of our Islamic Finance capabilities provided by our Islamic Finance experts remains a strategic priority for our Finance Division. This has been reinforced by addition of Addleshaw Goddard offices in Doha, Dubai Hong Kong, Muscat and Singapore to those we have in Leeds, London and Manchester in the UK. Our lawyers act for a number of prominent Shari ah-compliant financial institutions across the world and are highly knowledgeable on all structures utilised by such institutions as our representative experience in this brochure illustrates

3 Our Islamic Finance Experience Representative team experience Masraf Al Rayan QSC: Advised the Investment Agent in connection with the 350 million commodity murabaha in respect of the purchase of 11 tower blocks in East London (the former Olympic Athletes Village). Masraf Al Rayan QSC: Advised and negotiated an ISDA/IIFM Tawahhut Master Agreement. Bank Sohar: Advising the Mandated Lead Arrangers in connection with a US$257 million project finance with a mix of Islamic and conventional facilities for the Moon Iron and Steel Company project at Sohar and structuring the transaction and the security sharing arrangements between the Islamic financiers and conventional banks. Deutsche Bank, HSBC, QInvest and Standard Chartered Bank: Advised on Qatar law in their capacity as managers on the establishment of a US$1,500,000,000 sukuk programme by Qatar Islamic Bank and the issue of US$750,000,000 certificates thereunder. Masraf Al Rayan and its subsidiary, Al Rayan Investment: Advised on the establishment and management of a Shari ah-compliant GCC equity fund regulated by the Qatar Central Bank with a maximum capital of US$700,000,000. Qatar International Islamic Bank: Advised the bank as issuer on English and Qatari law on their debut US$700,000,000 sukuk issue listed on the Irish Stock Exchange. Matrix ME Alignment Fund Management LLC: Advised the joint venture partners (UK and Qatari) on the establishment and licensing of this entity as a fund management company (with an Islamic window) at the Qatar Financial Centre regulated by the Qatar Financial Centre Regulatory Authority. Matrix ME Alignment Fund Management LLC: Advised the company on the establishment of a Shari ah-compliant real estate fund registered by the Qatar Financial Centre Regulatory Authority. Qatar First Investment Bank: Advised the bank on the provision of a US$150,000,00 commodity murabaha facility made available to a listed entity incorporated in Jersey. SCB Private Equity: Advised SCBPE on its US$75,000,000 Shari ah-compliant mezzanine finance investment to a family-owned private company in Bahrain. Lombard: Advised the bank on a US$40,000,000 Shari ah-compliant aircraft financing for a Qatari customer. Confidential: Acted for two South-East Asian financial institutions on the amendment and restatement of a multi-source Shari ah infrastructure financing to permit syndication across tranches. Confidential: Acted for a leading Islamic bank licensed in London on an ijara financing of Scottish Coal. They won the Islamic Finance News Best Islamic Leasing Deal of the Year that year; AG was listed as best Islamic Lease deal solicitor. BWA group of companies: Acted in a proposed corporate restructuring of their US business which requires consent from the existing senior mezzanine lenders under their existing murabaha financing facilities. Bayerische Landesbanke: Advised on a 244,500,000 financing facility to 5C Square (UK) Limited which included a subscription of deep discount notes by a Jersey SPV company owned by Al-Salam Bank - Bahrain B.S.C. Confidential: Acted for a leading Islamic bank licensed in London on a variety of real estate and corporate finance matters. In 2011, we closed 18 transactions for this institution. Bank of London and the Middle East PLC: Advised various departments on murabaha transactions, involving property acquisition and development, asset-based facility, corporate acquisition and leasing standard documentation project, all under a tawarruq structure. Saudi Telecon: Advised on a Malaysian sukuk issuance on the part of a telecommunication acquisition in Malaysia. Confidential: Advised a GCC investor on the Shari ah funding aspects of their investment in a major East Asian manufacturing plant. Confidential: Acted for a Malaysian fund on the acquisition of an office building in Central London for 207 million. Confidential: Acted for an Islamic bank in Oman in relation to a property acquisition worth OMR14,175,

4 Our Team Martin Brown Partner, Head of Doha Office Martin is head of the Banking and Finance practice in Qatar. He is a specialist in international finance and acts for a variety of financial institutions in addition to sponsors and corporate borrowers. He has over 15 years broad based finance experience including cross-border syndicated financings, leveraged and acquisition finance, debt capital markets, fund formation and asset management, Islamic finance and restructurings. Martin advises on English law, Qatar law and the laws and regulations of the Qatar Financial Centre. Martin relocated from London to Doha in 2008 as a partner with a leading international law firm and joined Addleshaw Goddard in Since his arrival in Qatar he has advised market leading Qatari and international financial institutions on many conventional and Sharia'h compliant transactions throughout the GCC, Africa and Europe and has acted on many of the most significant Qatari financial transactions of the past few years. Roger Byrne Partner, Head of Oman office r.byrne@aglaw.com Roger is the Head of the Oman office for Addleshaw Goddard Oman, which is a trading style of Nasser Al Habsi & Saif Al Mamari Law Firm in association with Addleshaw Goddard (Middle East) LLP. He leads our regional banking and project finance practice in the GCC, advising on banking and project finance, infrastructure projects and corporate law. Roger has acted on the most complex financing transactions in Oman, including project financings for power, water, industrial, mining and real estate projects, debt capital market transactions and establishment of investment funds. He also advises sponsors establishing investment funds. Roger has practiced law in Oman since Before moving to Oman, Roger spent a number of years at leading Australian Law Firm Clayton Utz, where he was a partner for 10 years from In 2002 Roger joined a listed investment company with offices in New York and Australia conducting private equity investments and corporate advisory services for clients conducting M&A, private equity and equity capital markets transactions. Paul Salsbury Partner, Banking and Finance paul.salsbury@addleshawgoddard.com Paul is Head of Real Estate Finance and has extensive experience of banking and finance and specialises in UK and pan-european real estate finance and associated pan- European restructurings and recoveries. Paul acts for numerous financial institutions on a wide range of matters including many of the leading providers of senior and mezzanine debt finance specifically to the real estate sector. Clients include Bank of London and The Middle East, Canada Life, CIMB, Chenavari, Helaba, Handelsbanken, HSBC, Lloyds, Longbow, Nationwide Building Society and Santander. Paul is recognised by independent commentators as one of the UK's leading lawyers in real estate finance

5 Hina Webb Managing Associate h.webb@aglaw.com Hina is a managing associate in Addleshaw Goddard s banking team and is based in the firm s office in Oman. She specialises in all areas of corporate banking work and has broad experience in banking transactions providing cross-border and local advice to lenders and borrowers on innovative and complex finance transactions. In particular, Hina is well regarded for her advices on structuring and security issues. Hina has experience of a number of high profile and innovative Islamic finance transactions, including assisting as part of the team that established the first Islamic bank in the Sultanate of Oman and acting for a Kuwaiti investor on its murabaha financed purchase of Grosvenor House Apartments in Mayfair (UK), where the underlying commodity was cocoa. Her clients include all of the banks in Oman and several blue chip borrower clients. She also advises banks and regulators on compliance and regulatory matters and proposed changes to the law and innovations in the Omani legal banking framework

6 About Addleshaw Goddard Addleshaw Goddard is a leading full service UK and international law firm, providing quality-focused and commercially-minded legal advice across a wide range of market sectors and industries. We aim to achieve real commercial value for each client by drawing together professionals from across our practices and building strong relationships with all our clients. How we differentiate ourselves from our competitors Our size and strength 184 partners and over 680 other legal staff, a cross cultural team speaking many languages Offices in Doha, Dubai, Hong Kong, Leeds, London, Manchester, Muscat, Singapore and Tokyo (in association with Hashidate Law Office) Advice in other key jurisdictions is provided seamlessly through our network of preferred firms The breadth and quality of our practice areas 41 practice areas are ranked in the top tier across the UK (Legal ) 34 practice areas ranked in the top tier across the UK (Chambers UK 2015) Hong Kong Corporate group ranked in the Legal 500 Asia Pacific 2015 Oman Banking & Finance team ranked in Top Tier of Legal Qatar office ranked in Legal The calibre of our lawyers and service FT Innovative Lawyers 2013: ranked 5th most innovative law firm in Europe and shortlisted for an Innovation Award in seven categories - the top ranking of any firm Winner of the Most Innovative Client Service Award for our Future Leaders Programme in the Managing Partners' Forum Awards 2014 The Times Top 50 Employers for Women 2014 ranked for the eighth time Our client base We are key advisors to a large number of public and private sector organisations including: Over 160 financial institutions, including HSBC, Standard Chartered, Barclays, Santander, Deutsche Bank, Bank Muscat, National Bank of Oman, Mashreq Bank, Alizz Islamic Bank, and Qatar International Islamic Bank as examples large numbers of FTSE 100 and 250 companies, including Associated British Foods, Aviva, British Airways, BP, Diageo, GlaxoSmithKline, Hammerson, PZ Cussons, Sainsbury's, Travelodge and United Utilities various public bodies, including Ofwat, Department of Health, Home Office, Ministry of Defence, numerous NHS Trusts, and many local authorities Addleshaw Goddard is committed to delivering outstanding value and to doing all it can to help clients succeed in their ambitions, in the UK and globally. By understanding what really matters to clients, spending time in their markets and through finding new and better ways to deliver and price its services, clients report time and again that the firm s investment in them, allied with first-rate technical expertise, sets Addleshaw Goddard apart. CHAMBERS UK DIRECTORY

7 Our values BUSINESS FOCUSED DETERMINED TO SUCCEED DYNAMIC OPEN AND HONEST TEAM PLAYERS We provide practical and commercial solutions We achieve success through the best of everyone We are driven to find innovative approaches We build relationships by being fair and straightforward We enjoy working together for our clients yet respect individuality At least equivalent in delivery to the Magic Circle but without the cost BARCLAYS BANK Our divisions and practice areas We listen, we think and we aim to achieve real commercial value for each client by drawing together all our key practice areas within our five core divisions. CORPORATE COMMERCIAL CONTENTIOUS Corporate finance Employee incentives Financial regulation Financial services Funds M&A Private equity and venture capital Professional practices/llps Structured real estate Tax Commercial contracts Competition and State Aid Data and information Employment Intellectual Property IT/outsourcing Medial and advertising Pensions Public procurement Trade marks Banking and financial litigation Commercial fraud Commercial litigation Defamation Insurance/reinsurance International litigation and arbitration Product liability FINANCE AND PROJECTS REAL ESTATE Aviation Banking, including: Asset finance and securitisation Energy/infrastructure project finance Real estate finance Social housing Islamic finance Business support and restructuring Infrastructure, projects & energy, including: Education Energy and utilities Health Infrastructure Rail and light rail Social housing Urban regeneration Charities and trusts Commercial property Construction Planning and environment Private capital Property litigation Trusts

8 aglaw.com Doha, Dubai, Hong Kong, Leeds, London, Manchester, Muscat, Singapore and Tokyo* *a formal alliance with Hashidate Law Office 2015 Addleshaw Goddard LLP. All rights reserved. Extracts may be copied with prior permission and provided their source is acknowledged. This document is for general information only. It is not legal advice and should not be acted or relied on as being so, accordingly Addleshaw Goddard disclaims any responsibility. It does not create a solicitor-client relationship between Addleshaw Goddard and any other person. Legal advice should be taken before applying any information in this document to any facts and circumstances. Addleshaw Goddard is an international legal practice carried on by Addleshaw Goddard LLP (a limited liability partnership registered in England & Wales and authorised and regulated by the Solicitors Regulation Authority) and its affiliated undertakings. Addleshaw Goddard operates in the Dubai International Financial Centre through Addleshaw Goddard (Middle East) LLP (registered with and regulated by the DFSA), in the Qatar Financial Centre through Addleshaw Goddard (GCC) LLP (licensed by the QFCA), in Oman through Addleshaw Goddard (Middle East) LLP in association with Nasser Al Habsi & Saif Al Mamari Law Firm (licensed by the Oman Ministry of Justice) and in Hong Kong through Addleshaw Goddard (Hong Kong) LLP (a limited liability partnership registered in England & Wales and registered and regulated as a foreign law firm by the Law Society of Hong Kong) in association with Francis & Co. In Tokyo, legal services are offered through Addleshaw Goddard's formal alliance with Hashidate Law Office. A list of members/principals for each firm will be provided upon request. The term partner refers to any individual who is a member of any Addleshaw Goddard entity or association or an employee or consultant with equivalent standing and qualifications. If you prefer not to receive promotional material from us, please us at unsubscribe@aglaw.com. For further information please consult our website or