Al Busaidy Mansoor Jamal & Co.

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Author Archives: Bernadette

New rules for Oman’s insurance brokers

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Filed under Capital Markets, Insurance

Oman insurance broker

In April, Oman’s Capital Market Authority (CMA) issued a new regulation for insurance and reinsurance brokers. The new rules contain more stringent capital and guarantee requirements, major changes to the insurance brokerage licensing regime and restrictions designed to prevent conflicts of interest.

Under the new rules the current single brokerage licence which covered both insurance and reinsurance brokerage will be replaced by three separate licences for (i) re-insurance brokerage, (ii) insurance brokerage, and (iii) dual brokerage. Applications for the new licences are likely to entail brokerage firms amending their commercial activities as registered with the Ministry of Commerce and Industry.

The most significant impact of the new rules for many brokerages will lie in the introduction of a minimum capital of OMR100,000. This represents a five-fold increase for many Omani brokerages currently registered with a capital of OMR20,000 under the Commercial Companies Law. Thresholds for the bank guarantees required to be deposited with the CMA as part of the licensing process have also been raised from OMR50,000 to OMR75,000 for insurance brokers, OMR150,000 for reinsurance brokers and OMR 200,000 for dual brokers.

The new rules also ban the ‘founders’ of brokerage companies from concurrently working for insurance companies, other brokers or agents in Oman. The percentage of shares a broker may hold in an insurance company has also been reduced from 10% to 5%. The combined effect of these restrictions is to lessen the risk of conflicts of interest arising between the insurance and insurance/reinsurance brokerage markets and to curtail the scope for interference by brokers in the conduct of insurance business. Another restriction is the ban on brokers from receiving or claiming any interest generated by the sums deposited in brokerage bank accounts (i.e. the accounts in which brokers keep client monies), from using these funds to obtain credit facilities or as security for bank loans.

The regulation is likely to have a significant impact on the brokerage industry in Oman. The robust approach taken signals the regulator’s determination to raise standards and adopt best international practice across all segments of the financial services sector in Oman.

For more on Oman’s insurance law, contact Mansoor Malik or Hussein Azmy

AMJ advises Oman Government on US$2billion international sukuk

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Filed under AMJ Deals, AMJ News, Capital Markets, Islamic Banking and Finance, Sukuk

Oman's US$2billion sukuk

AMJ has advised the Government of Oman and the issuer, Oman Sovereign Sukuk Company, on the Omani law aspects of establishing an unlimited sukuk alijarah trust certificate issuance programme, and the debut US$2bn international sukuk issuance under the Programme. The Programme was listed on the Irish Stock Exchange in mid-May and followed by the US$2bn sovereign issuance which settled on June 1.

The sukuk facility, which has a seven-year tenor and profit rate of 4.397 percent, was effected under Rule 144A and Regulation S and listed on the Irish Stock Exchange.

The final order book was reportedly in excess of US$6.9 billion, more than three times the issue size, which demonstrates strong international demand for Oman’s high-yielding debt despite the country’s recent credit downgrade by Standard and Poor.

The transaction marks a number of firsts; the Programme is the first of its kind established by the Government; the sukuk issuance is Oman’s largest-ever; and the Sovereign’s first public offer of sukuk in the international market. The issuance marks Oman’s second foray into the international debt capital markets this year following a US$5 billion multi-tranche conventional bond sale in March upon which AMJ also advised. The funds raised by the two issuances are expected to meet a significant portion of the Sultanate’s requirements for 2017.

Mansoor Malik, managing partner, supported by senior Islamic Finance associate Asad Qayyum acted as Oman counsel to the Government and the issuer. Clifford Chance acted as international counsel. Alizz Islamic Bank, Citi, Dubai Islamic Bank, Gulf International Bank, HSBC, JP Morgan and Standard Chartered Bank were the sukuk book-runners.

In mid-2016, AMJ acted as sole counsel to the government on the Sultanate’s first international US$500 million sukuk issuance, which was privately placed. In two earlier ‘first of a kind’ transactions, AMJ advised the issue manager and joint lead managers on Oman’s debut US$648 million sovereign sukuk in 2015 and on Oman’s first-ever corporate issuance in 2013.

AMJ advises on transport and logistics restructuring

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Filed under AMJ Deals, AMJ News, Oman Economy

Oman transport and logisticss

AMJ has advised on the establishment of Oman Global Logistics Group SAOC (OGL), the government’s new transport and logistics development arm. OGL, which has a mandate to implement the nation’s long-term ‘Sultanate of Oman Logistics Strategy 2040’, will bring under one umbrella the 15 different transport and logistics-related undertakings operating in the Sultanate’s ports, free zones, rail, maritime and land transport sectors.

This represents the first restructuring of its kind in Oman undertaken jointly by the Ministry of Finance and Ministry of Transport and Communications. A complex deal, it involved transferring shares and assets held in logistics companies by the Ministry of Finance jointly or in partnership with other private or public sector entities, as well as management control, to the new group company. The hybrid nature of the transaction tested the application and interplay of special provisions and exemptions in Oman’s law relating to companies and capital markets.

AMJ acted as sole legal advisor on the restructuring. Managing partner Mansoor Malik, who led the team, commented, ‘We are pleased to have contributed to this important restructuring of a strategic sector which is key to the government’s diversification drive and future economic prosperity. The establishment of Oman Global Logistics Company SAOC will create economies of scale and efficiencies for government-run companies by consolidating managerial and technical expertise and integrating and streamlining operations.’

AMJ’s team included Nasar Ahmad, senior corporate associate and commercial transactions associate Ahmed Al Busaidy.

AMJ advises on Falcon and Arabia Insurance’s landmark deal

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Filed under AMJ Deals, AMJ News, Insurance

Falcon insurance merger

AMJ recently acted as sole counsel at the request of both parties with regard to a complex share-purchase transaction in the insurance sector. The transaction, which completed at the end of March, involved the transfer of the Oman branch assets of Lebanese Arabia Insurance SAL, to Omani insurer, Falcon Insurance SAOC. Contemporaneous with Falcon’s acquisition of Arabia’s Oman branch insurance portfolio, Arabia Insurance acquired a majority share (54.29%) in Falcon.The deal involved a number of ‘firsts‘, namely the:-

 first ever transfer of a life insurance portfolio by court order in accordance with article 39 of Oman’s Insurance Law;
 first ever transfer of business (both life and general insurance) from a foreign insurer’s branch operation to an Omani closed joint stock insurance company requiring approval of the Ministry of Commerce and Industry (MOCI);
 first ever settlement of a business transfer consideration by the issue of shares to the seller’s wholly-owned subsidiary requiring approval by the MOCI of the business valuation;
 simultaneous acquisition of a majority stake and transfer of insurance portfolio requiring approvals from the MOCI, Capital Market Authority and the court.

AMJ’s team, led by Mansoor Malik, Managing Partner, advised on all aspects of the deal drafting the transaction documents and article 39 application to the court as well as assisting the client to obtain all the regulatory approvals necessary for successful completion.

The team also included corporate transactions partner, Ahmed Hashim, senior associates Nasar Ahmad, Majda Al Riyami and Abdullatif Al Rawahi, and associate Ahmed Al Busaidy.

Dentons Oman branch advised Falcon’s majority shareholder on the sale of its shares to Arabia.

AMJ top ranked by leading international law directories

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Filed under AMJ Awards, AMJ News

AMJchambersranking-2017

For the seventh year running, AMJ has retained its top ranking in Chambers Global, a leading international guide to lawyers and law firms around the world. Chambers Global conducts independent research into the legal markets of 190 countries, identifying the leading lawyers and law firms through interviews with thousands of lawyers and their clients. The Firm won the select Band 1 ranking for its corporate law practice, and Band 2 for litigation in Chambers 2017 edition released mid-March.

Additionally, four AMJ partners and special counsel retained the ‘leading lawyer’ ranking they have held for successive years. Chambers singles out managing partner, Mansoor Malik as sole star individual in the jurisdiction for the seventh year in succession. Malik is ranked for both his dispute resolution and corporate practices. Chambers describes him as “widely respected due to his masterful practice in finance, energy and projects matters.” “His practice in Islamic finance also earns great respect in the local market.” Commentators highlight that: “He is extremely knowledgeable in terms of the general legal landscape and he is able to provide holistic views thanks to his general experience and great network.”

Marcus Pery, banking and finance partner, retained his Band 2 ranking with clients commenting: “He’s switched on, knowledgeable, experienced and accessible,” and: “He’s been a key partner to our business.” Two lawyers also improved their individual rankings; Ardeshir Patel, corporate and capital markets partner moved up to Band 2. Clients describe him as ” very knowledgeable, technically solid and very easy to work with. He is truly solution-oriented.” Graham Mouat, special counsel in the commercial department, rose to Band 3.

Earlier this year, AMJ again achieved top-tier ranking for financial and corporate work in the IFLR1000, another leading global directories for financial and corporate law firms. The IFLR named Malik, Patel, Pery and Mouat as leading lawyers for their track record of innovative work on landmark transactions in the preceding twelve months.

For more information, contact Bernadette Bhacker-Millard