News, Deals and Cases
AMJ advises Oman Government on US$1.5 billion sukuk
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AMJ has advised the Oman Government and Sovereign Sukuk Company on the sale of US$1.5billion 5.92% sukuk certificates due 2025 and the update of its unlimited sukuk-al-ijara trust certificate issuance programme (Programme). The issue at the end of October 2018, received orders in excess of US$3.9bn according to Oman’s Ministry of Finance, and was rated BBB and Baa3, respectively by Moody’s and Fitch credit rating agencies.

The AMJ team was led by senior partner, Mansoor Malik supported by senior associate Asad Qayyum and associate Khalid Al Abri.  Clifford Chance acted as international counsel to the Government and issuer.

This is the second issuance under the Programme set up in 2017. AMJ also advised on the Oman law aspects of establishing the Programme and the subsequent drawdown of US$2 billion trust certificates which settled on 1 June 2017 and which marked the largest-ever sukuk issuance by the Sultanate.

This sukuk issue is Oman’s second foray into the international debt capital markets in 2018 following a jumbo US$6.5 billion conventional bond issue in January 2018, the country’s largest ever debt sale. Listed on Euronext Dublin (formerly the Irish Stock Exchange, the bond was sold in tranches of $1 billion 3.875% notes due 2022, $2 billion 5.375% notes due 2027, and $2 billion 6.5% notes due 2047. AMJ acted as Oman counsel for the Government on the establishment of a Global Medium Term Note Programme for Oman and the jumbo bond issuance thereunder.

AMJ’s team comprised senior partner, Mansoor Malik supported by senior associate Asad Qayyum. Clifford Chance acted as international counsel to the Government and issuer.

AMJ advises on Mazoon Electricity’s US$500m sukuk
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AMJ acted as Oman counsel to the issue manager and joint lead manager on the debut sukuk offering by Mazoon Electricity Company S.A.O.C. The landmark transaction marks the first international corporate sukuk issue out of Oman, and the first Reg S/144A corporate sukuk out of the MENA region since May 2016.

The ten-year Reg-S/144A sukuk certificates were successfully priced on 1 November 2017 and the profit rate for the certificates was set at 5.2 per cent.

The sukuk offering was based on the Shariah-compliant ijarah structure and the certificates were rated Baa2 (negative) by Moody’s Investor Services and BBB(negative) by Fitch Ratings.

Robust investor demand translated into a final order-book of approximately US$5bn from 300 orders, representing more than ten times oversubscription. The sukuk certificates were listed on the Irish Stock Exchange. The issuance was managed by Mazoon Electricity Company and Nama Holding along with JP Morgan Securities plc, Bank Muscat, KFH Capital Investment and First Abu Dhabi Bank acting as joint lead managers and Noor Bank and Warba Bank acting as co-managers.

The fundraising programme is expected to support the Mazoon Electricity group’s electricity transmission and distribution networks investments in Oman.

Mansoor Malik led AMJ’s team which included senior Islamic Finance associate Asad Qayyum. AMJ’s dedicated Islamic Finance team, the only one of its kind in Oman, has acted on a number of sukuk issuances in Oman in recent years including the Oman government’s US$2 billion international sukuk in 2017, US$500 million international sukuk in 2016 and the global award-winning US$650 million maiden sovereign sukuk in 2015.

AMJ advises Qatar Petroleum on deal with Oman for Block 52
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AMJ has advised Qatar Petroleum on the acquisition of a 30% participating interest in the contractor’s interest under the exploration and production sharing agreement (EPSA) for Block 52 offshore of Oman. The deal involved AMJ advising Qatar Petroleum on Oman’s corporate, oil and gas and environmental laws and related regulatory approvals.

Following the completion of the assignment, the contractor under the EPSA will consist of affiliates of Eni with a 55% stake, Qatar Petroleum with 30% and Oman Oil Company Exploration and Production LLC with 15%.

Block 52 is an area of more than 90,000 km2 located offshore in the southern region of Oman extending from Al Wusta region towards Dhofar, encompassing the Hallaniyat islands. Largely under-explored, it is located in water depths ranging from 10 meters to over 2,000 meters. Following acquisition of the interest by Qatar Petroleum, the contractors are expected to embark on executing an exploration programme involving the acquisition and processing of 3D seismic which would be followed by exploratory drilling.

The AMJ team comprised senior partner, Mansoor Malik, and senior associate, Asad Qayyum. Allen & Overy acted as international counsel to Qatar Petroleum on the deal.

Commenting on the deal, Malik said “It is a pleasure to have advised Qatar Petroleum on its first hydrocarbon interest acquisition in Oman. As a premier LNG explorer and operator in the world, Qatar Petroleum’s entry into Oman is indicative of the attractive opportunities for investment available in the country”.

AMJ advises Howden Broking Group on key Oman acquisition
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AMJ recently advised leading insurance group, Howden Broking Group on the acquisition of a majority stake from the founder shareholders of New Generation Insurance Services in Oman. The new entity is renamed Howden Insurance Brokers LLC. The parties agreed not to disclose details of the transaction terms.

Howden is the retail broking arm of UK-based Hyperion Insurance Group, the world’s largest employee-owned insurance group which employs more than 3,800 people across 38 countries in Europe, the Middle East, Asia Pacific and the Americas.

This transaction represents a major step in the development of Howden’s business in Oman. David Howden, CEO of Howden and parent company Hyperion said in a statement to the press that “Oman has a rapidly growing insurance market and one to which we can bring a fresh approach for clients by leveraging our existing expertise in the region as well as the wider Group’s access to specialist products and markets in London and internationally.”

AMJ’s was led by senior partner, Mansoor Malik, and senior associate, Asad Qayyum working closely with in-house counsel at Howden and Hyperion.

 

AMJ advises on US$728mn Salalah Methanol financing
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AMJ recently acted as Oman legal counsel advising a syndicate of international, regional and local financial institutions on the US$728 million project financing of the Salalah ammonia project which closed in August 2017.

The 12-year facility was partly used to refinance the existing debt of Salalah Methanol Company, a wholly-owned subsidiary of Oman Oil Company, with the remaining US$443 million allocated to develop a new ammonia plant in Salalah.

Clifford Chance acted as international counsel for the lenders group which comprised of a syndicate of 12 lenders led by Standard Chartered Bank.

The AMJ team was led by Marcus Pery, banking and finance partner, with support from senior associate Andrew Coddington. Commenting on the transaction, Marcus Pery said: “There was a very strong appetite for the financing of this project from both local and international institutions and we are delighted to have assisted in helping the transaction to reach financial close within a relatively short period of time.”

AMJ advises Al Ahlia Insurance Company on successful IPO and listing
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AMJ advised Al Ahlia Insurance Company on its maiden IPO, conversion to a joint stock company and listing on Muscat Securities Market (MSM). The IPO raised OMR 7.5 million through the public offering of a 25% stake (25,000,000 shares at a price of 300 baisas per share) open to individual and institutional investors. It was subscribed by 2.43 times, indicating strong demand from both the investing public and institutional investors to the first share offer on the Muscat bourse in 2017.

This was also the first IPO by an insurance company ahead of the statutory deadline for insurers in Oman to increase their capital to OMR 10 million and list on the Muscat Securities Market.

AMJ’s corporate/capital markets team assisted Al Ahlia in securing key consents and approvals for the IPO from a range of regulatory bodies and with the drafting of the prospectus to ensure all stakeholders’ requirements were satisfied. In particular, AMJ assisted in obtaining CMA approval for the offer of 25% of Al Ahlia’s issued and paid-up share capital to public subscription by way of exemption from Article 61 of Oman’s Commercial Company’s Law (CCL) which provides for a minimum 40% share offer. The CMA also permitted Royal & Sun Alliance (Middle East) B.S.C as a strategic investor to hold a 52.50% majority stake in the new entity as an exception to the CCL which restricts to 20% the shares of a promoter in a public joint stock company.

The AMJ team comprised senior partner, Mansoor Malik, corporate/capital markets partner Ardeshir Patel, senior associate Nasar Ahmad and associate Armughan Ashfaq.

AMJ advises Oman Government on US$2billion international sukuk
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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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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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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 advises Bank Muscat on US$525 million term facility
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Bank Muscat US$525 million term facility

AMJ has advised Bank Muscat, Oman’s largest bank by assets, on a three-year term loan facility of US$525 million with a consortium of 12 relationship banks which closed on March 8. Part of the proceeds of the loan, which was coordinated by Bank ABC and National Bank of Abu Dhabi, will be used to refinance the bank’s existing term loan of US$600 million which the Bank raised in 2014. The remainder will be used for project financing and general corporate financing.

Bank ABC and `Bank of Abu Dhabi PJSC acted as Joint Coordinators and Mizuho Bank as Facility Agent. The Bookrunners and Mandated Lead Arrangers of the term loan facility were Australia and New Zealand Banking Group, Bank ABC, The Bank of Tokyo-Mitsubishi UFJ, Commerzbank Aktiengesellschaft, Credit Agricole Corporate and Investment Bank, Emirates NBD Bank PJSC, ICBC, Mizuho Bank Ltd, National Bank of Abu Dhabi, Sumitomo Mitsui Banking Corporation, and Wells Fargo Bank. Landesbank Baden-Württemberg joined as a Mandated Lead Arranger

The transaction was subscribed 1.5 times. According to AbdulRazak Ali Issa, Chief Executive, “The strong response by the participating banks reflects the positive outlook on the Sultanate’s economic development [..and] underscores the confidence in the bank’s financials in the prevailing economic situation.”

Marcus Pery, banking and finance partner, led AMJ’s team. Linklaters LLP, UK acted for the Arranger and the Agent

AMJ advises Oman government on US$5 billion bond
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AMJ has advised the government on Omani law aspects of the country’s largest debt capital markets issue to date. The US$5 billion offering in tranches of five, 10 and 30 years was settled on 8 March 2017. The five-year tranche totalled US$1 billion, while the 10- and 30-year tranches raised US$2 billion each. The bonds were offered and sold in reliance on Rule 144A and Regulation S and were admitted to trading on the Irish Stock Exchange.

Order books for the issue which marks the Sultanate’s return to the international debt capital markets after an absence of two decades, reportedly totalled $20 billion, demonstrating strong international demand for Oman’s high-yielding debt.Most long term bonds were taken up by US investors in the United States thereby reducing the impact of Oman’s bond on liquidity within the region while the five year tranche was more in demand with Gulf based investors. The proceeds from the bond sale represent almost the entirety of Oman’s foreign borrowing requirement for 2017 which the government intends to use to cover around two thirds of the country’s expected budget deficit of US$ 7.8 million. The remainder will be covered from state reserves and domestic borrowing.

Mansoor Malik, managing partner, led AMJ’s team supported by senior associate Asad Qayyum. Clifford Chance acted as International Counsel to the government. Bank Muscat, Citi, Deutsche Bank, HSBC, ICBC Standard, JP Morgan, Société Générale, and Standard Chartered Bank were joint-lead managers for the bond.

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 Oman’s international sukuk issuance
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Oman Islamic finance - sukuk regulation

AMJ acted as sole Omani Counsel to all the parties on the Oman government’s recent US$500mn sukuk issuance. The sovereign sukuk issuance, Oman’s first US dollar-denominated sukuk issuance, was privately placed by Oman Sovereign Sukuk S.A.O.C, a special purpose vehicle incorporated in Oman and wholly owned by the Government of Oman.

The certificates were priced with a profit rate of 3.5% per annum, payable semi-annually. As in the case of Oman’s debut sovereign sukuk, the certificates are based on an al-Ijarah structure. The tenor is 6 years with maturity date of July 14, 2022.

Standard Chartered Bank acted as lead manager and placement agent for the issuance and Deutsche Bank as the certificate-holders’ agent and principal paying agent.

The purpose of this sophomore issuance is to finance ongoing development projects as well as to raise Oman’s profile in international debt markets. The issuance met with strong demand from investors despite a Baa1 rating by Moody’s compared to its A1 rating for the previous sovereign issuance.

Commenting on the deal, AMJ managing partner, Mansoor Malik, said, “It is a testament to investor confidence in Oman’s stable outlook and the government’s risk profile that, despite the rating downgrade, this international issuance achieved the same pricing as the previous sovereign issuance. We are pleased to have played our part in another landmark transaction in Oman’s Islamic finance space and to assist efforts to maintain forward momentum in the economy during challenging times.”

Mansoor Malik led AMJ’s team which included corporate and capital markets partner, Ardeshir Patel, and senior Islamic Finance associate Asad Qayyum. The same team acted as Oman Counsel to the issue manager and joint lead managers on Oman’s debut sovereign transaction in 2015.

Allen and Overy acted as International Counsel for Standard Chartered Bank and Clifford Chance as International Counsel for Oman Sovereign Sukuk S.A.O.C and the Government.

AMJ advises TeO on US$25mn acquisition of Renna Mobile
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Oman Telecom acquisition

AMJ has advised Integrated Telecommunications Oman (TeO) on its US$25mn acquisition of all shares in Majan Telecommunications (Renna Mobile).
TeO is Oman’s first private Class I licensee international gateway operator providing mobile and fixed services under the operating brand Telecom Oman. Renna is Oman’s first Mobile Virtual Network Operator (MVNO) with more than half a million subscribers in Oman. The transaction makes Renna a subsidiary of TeO.

This strategic acquisition of Renna’s data and voice services will enable TeO to expand its operations and capabilities and fulfil its goal of providing integrated telecommunications services in the Sultanate.The acquisition was conditional on approval by the Telecommunications Regulatory Authority. As part of the acquisition process, AMJ was required to advise extensively on the law relating to the waiver of pre-emption rights by minority shareholders.

AMJ’s team was led by Mansoor Malik, Managing Partner, supported by Asad Qayyum, Senior Associate. Commenting on the transaction, Malik said: “This is a significant transaction in the development of Oman’s telecommunications sector, and for TeO. We are delighted to have played our part in helping TeO) to complete this transaction successfully, and look forward to continuing to support the business in the future”.

AMJ advises on US$1 billion loan to the government of Oman
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Ministry of finance

AMJ acted as Oman Counsel for the lenders on a syndicated loan of US$1billion to government of Oman in mid-January. Eleven international and regional banks participated in the five-year loan sought to cover part of an OMR3.3 billion deficit in the state budget caused by the decline in oil revenues. The syndicate includes Citigroup, Gulf International Bank and Natixis, who were the initial book runners for the transaction. Other banks are National Bank of Abu Dhabi, Societe Generale, Sumitomo Mitsui Financial Group, Bank of Tokyo-Mitsubishi UFJ, JP Morgan, Credit Agricole, Standard Chartered and Europe Arab Bank.

Signing the agreement on behalf of the Sultanate’s government, Darwish bin Ismail Al Balushi, minister responsible for financial affairs, said the participation of such a large number of banks reflected the trust of global banking institutions in the strength and resilience of Oman’s economy and its positive outlook.

AMJ’s team was led by banking and finance partner, Marcus Pery assisted by William Barrie. Commenting on the deal, Pery said, ‘We are delighted to have acted on this very significant financing transaction which is one of several where AMJ has advised lenders on contracts with a sovereign entity.’ AMJ recently advised Bank Muscat as issue manager and joint lead arranger on Oman’s successful, maiden sovereign sukuk.

AMJ advises on US$110mn share acquisition in Oman Cables
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Oman Cables Industry

AMJ’s Corporate and Capital Markets team recently acted for the Prysmian Group/Draka Holdings on its acquisition of approximately 16% additional shares in OCI, increasing the existing stake held by its fully-owned subsidiary, Draka Holdings BV to just over 51%. The US$110 million deal gives the Prysmian Group, a world leader in the energy and telecom cables and systems industry, a majority stake in one of Oman’s leading public companies.

At a press conference in December, Prysmian’s chief strategy officer and chairman of OCI, cited confidence in Oman’s relatively advanced corporate legal regime, stable platform for business development and foreign investment-friendly policies as a key factor behind the decision to increase Draka’s investment in OCI as well as OCI’s position as a leading cable manufacturer in Oman and the GCC.

Mansoor Malik, AMJ’s lead partner on the deal, commented “We are pleased with the successful conclusion of this deal which posed a number of complex and novel legal issues.” As the transaction was a rare ‘private acquisition in public equity’, AMJ was required to lead discussions in order to obtain the key approvals from the CMA, Oman’s capital market regulator, and the MSM, Oman’s stock exchange, In particular, CMA approval was required to except the transaction from the prohibition under Article 7(b) of the Capital Market Law Article against one or more closely related persons from owning 25% or more shares in a public joint stock company.

Malik was assisted by Corporate and Capital Markets partner, Ardeshir Patel.

AMJ advises on Oman PPP framework
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Oman infrastructure

AMJ has been appointed together with Ernst & Young and Squire Patton Boggs in a consortium to advise the Omani government in setting up a public private partnership (PPP) unit, developing a regulatory framework and exploring options for PPP procurement.The consortium is tasked with exploring a range of PPP models and developing a first draft of a PPP framework by the first quarter of 2016.

Oman’s past experience in unbundling and privatising its electricity market over the past decade as well as a successful track record in procuring independent power and water producer (IWPP) projects using a PPP approach will stand it in good stead as it seeks to attract private sector funding and expertise for sectors other than power and water.

Commenting on the appointment, AMJ managing partner, Mansoor Malik, said: “While a PPP framework is a natural progression of Oman’s privatisation successes in the utilities sector over the past two decades, the process has gained extra momentum due to continuing depressed oil prices. We are privileged to assist the government in developing a robust legal PPP framework to enable it to push ahead with strategic infrastructure projects under Oman’s new five-year development plan and to meet the challenges of the current fiscal climate.”

AMJ advises on Oman’s debut sovereign sukuk
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AMJ acted as Oman Counsel to Bank Muscat as issue manager and joint lead manager with Standard Chartered Bank on the first-ever sukuk offering by the Omani Government. The OMR200 million (US$517.17 million), 5-year benchmark sovereign sukuk issuance was oversubscribed close to 1.7 times, attracting 22 orders totalling OMR336 million (US$869.75 million) from a wide base of both conventional and Islamic institutions during the subscription period, which ran from Oct. 8 to 22.

The Ministry of Finance expanded the program by 25% to OMR250 million (US$647.13 million) at a yearly 3.5% cut-off yield to accommodate the strong order book. Results of the sale and allocations are awaited.

AMJ’s role included advising Bank Muscat and Standard Chartered on the listing, regulatory and settlement mechanics of the sukuk issue under Omani law as well as on Omani law aspects of the transaction structuring and documentation. Since this was a debut sovereign issue and as the draft sukuk regulations circulated by the Capital Market Authority are not yet in final form the transaction raised a number of novel issues, both substantive and procedural. The issuance also set the record for being the first debt capital market instrument – Islamic and conventional – to be priced through a book-building process with a uniform price auction.

Commenting on the deal, AMJ managing partner, Mansoor Malik, said: “We are pleased to have been involved on this ground-breaking, sukuk issuance which involved a number ‘firsts’ and a steep learning curve for all stakeholders. As such, it establishes a useful benchmark and precedent which we expect to spur future issuances, both by government and private sector.”

The issuance which is rated A1 by Moody’s Investors Service, in line with the Sultanate’s long-term issue rating, is seen as a key development for Oman’s capital markets, broadening Shari’a compliant investment avenues for private and public players, allowing them to diversify their financing base and spread risk.

Mansoor Malik led AMJ’s team which included corporate and capital markets partner, Ardeshir Patel, and senior Islamic Finance associate Asad Qayyum. Allen and Overy acted as international Counsel on the transaction.

AMJ advised on Phoenix Power’s IPO
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Phoenix Power inauguration

AMJ advised Phoenix Power Company, owner of the Sur IPP, Oman’s largest power plant, on its recent IPO which raised OMR56.3 million ($146.3 million) through the public offering of a 35% stake (511,910,511 shares) open to individual and institutional Omani and foreign investors. The flotation, which closed on June 8, was Oman’s first this year and expected to be the largest in 2015. It was heavily oversubscribed, attracting over OMR1 billion ($2.6 billion) of bids from investors inside and outside the country.

AMJ’s Corporate and Capital Markets team advised Phoenix on the IPO as well as its conversion to a joint stock company and listing on the MSM which was successfully concluded on 22 June 2015. The team assisted Phoenix in securing key consents and approvals for the public offering from a range of regulatory bodies and was involved in extensive review of the prospectus to ensure all stakeholder requirements were satisfied. AMJ also advised the Company on its successful application for an approval under Oman’s Sector Law to reduce the public offer to a 35% stake from the usual 40% statutory minimum applied to IPOs outside the power and water sector.

Phoenix Power was awarded a 25-year agreement to build-own-operate the 2000-megawatts Sur power plant in 2011 and has a contract with the government to supply power to the Main Interconnected System (MIS) until March 2029. The plant has been in full commercial operation since December 2014 and was officially inaugurated on April 27 this year. It represents an investment of OMR 620 million (USD 1.6 billion) and provides around 27.8 per cent of Oman’s MIS total current contracted power capacity.

Prior to the IPO, which was arranged by Bank Muscat, the Company was owned by a consortium comprising Japan’s Marubeni Corporation and Chubu Electric Power Co, Qatar Electricity & Water Company, Q.S.C, and Multitech LLC (part of Oman’s Suhail Bahwan Group). The IPO was undertaken to comply with the project founders’ agreement between the consortium members and Oman’s electricity regulator, the Electricity Holding Company (EHC).

The Phoenix IPO was the first public share sale in Oman since the simultaneous flotations of Al Sawadi Power Company and Al Batinah Power Company in June 2014. Both IPOs were handled by AMJ Corporate and Capital Markets team for which it was crowned Middle East Equity Team of the Year at the IFLR Awards in 2014.

The AMJ team was led by senior partner Mansoor Malik assisted by partners, Ardeshir Patel, Ahmed Hashim and senior associates, Mir Nasar Ahmad and Abhishek Kalla.

 

AMJ advises on US$195mn Duqm project
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Duqm PAC

AMJ’s Corporate and Capital Markets team has advised on the establishment of a corporate structure for the US$195 million Duqm Permanent Accommodation for Contractors (PAC) project, a joint initiative by the Special Economic Zone Authority (SEZAD) and Renaissance Services SAOG (Renaissance). The project, the largest of its kind in Oman, is scheduled for completion in mid-2016. Once ready it will provide modern living accommodation, a mosque, clinics and retail outlets for over 16,000 people working for EPC contractors on landmark projects such as Duqm oil refinery, port, dry dock, and international airport.

The deal involved the formation of a special purpose vehicle holding company, Renaissance Duqm Holding Company SAOC (SPV), to own and develop the project which is funded by way of equity investment and debt financing. Renaissance holds 51.9 per cent shares in the SPV with the balance 48.1 per cent held by Royal Court Affairs, Ministry of Defence Pension Fund, Al Khonji Development and Bank Muscat.  The equity investment (30 per cent) was provided by the Royal Court Affairs, Ministry of Defence Pension Fund, Al Khonji Development and Bank Muscat. The debt financing (70 per cent) was provided by a consortium of Omani banks. Acting on behalf of the SPV, AMJ advised on the private placement of approximately RO 30 million equity, management contract, corporate obligations and compliance with SEZAD regulations for companies operating in the Duqm Special Economic Zone.

The AMJ team was led by senior partner Mansoor Malik with assistance from junior partner, Ardeshir Patel and senior associate Rick Dhillon. AMJ’s Corporate and Capital Markets team was named IFLR Middle East Equity Team of the Year in 2014.