Zulficar & Partners

Egypt

Address:
Nile City Building, South Tower Eighth Floor, 2005 A
Cornich El Nil Ramlet Beaulac
Cairo, 11221
Egypt

+20 2 2461 2161/2/3/4

+20 2 2461 2165


Quick facts:

Number of lawyers: 60+
Partners: 9
Languages: Arabic, English, French


Founding Partner and Chair of Executive Committee: 
Mona Zulficar
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Founding Partner and Head of Banking:
Ashraf Ihab  
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Founding Partner and Head of the Corporate and M&A:
Dr. Ingy Badawy 
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Founding Partner and Head of the Capital Market and Procedures:
Anwar Zeidan 
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Founding Partner and Managing Partner and Head of Competition and Telecommunication Groups: 
Dr. Firas El Samad
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Founding Partner & Head of the International Arbitration, Construction, Oil & Gas and Projects Groups:
Prof. Dr. Mohamed Salah Abdel Wahab
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Founding Partner & Head of Litigation Group:
Mahmoud Shaltout 
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Zulficar & Partners is an international corporate law and arbitration practice firm based in the Nile City Building in the heart of Cairo, Egypt.  It mainly specializes in Arbitration and ADR, Banking, Capital Market procedures and transactions, Competition law, Construction law and practice, IT law, Litigation, Mergers and Acquisitions, Oil & Gas, Project Finance, Real Estate, Telecommunications law and practice, and Tourism and Leisure. The Firm offers a comprehensive range of state-of-the-art legal services to a diverse array of commercial, industrial, and financial clients both in Egypt and internationally. Formally established in June 2009, the Firm has nine partners and more than 60 associates and is continuously expanding to cater for the ever-increasing demand for its leading and high quality services.

As a market leader, and drawing on the unparalleled expertise of its partners and associates, the Firm brings to the legal market a blend of exceptional individual skills as well as more than 35 years of legal experience. The Firm prides itself as having star quality partners and associates possessing recognized track records in establishing precedents and introducing innovative solutions and structures through creative and proactive problem solving approaches. The Firm aspires and pledges to provide its clients with top quality legal services to serve and enhance their business needs. Possessing a culture of rich values of professional ethics and social responsibility, the Firm continuously offers cutting edge spot on advice that distinguishes it and makes a difference for its Clients. 

The Firm is regularly ranked as the top tier practice in various practice areas in notable directories including: Chambers & Partners, Global Arbitration Review (GAR), Legal 500, IFLR and IFLR 1000. The partners of the Firm are also consistently ranked by international legal directories as leading and eminent Egyptian lawyers.

“Z&P is the kind of partner that cares about us more than we care about ourselves; Z&P is our safety net.” – Mr. Mahmoud Khattab – B-Tech Chairman 

“They have a very solid reputation in the Egyptian market and they provide world class quality legal services to their clients and have at the same time very strong business orientation in handling such legal matters.” – Mr. Ashraf Shaaban – Group General Counsel - National Bank of Egypt

“The principles, values and professional ethics constitute an added value to any institution. Their level of integrity, credibility and professionalism is extremely impressive. They always impress us by providing more than what we expect from them as our trusted legal counsel and not only as a trusted external legal counsel but also as a real industry partner. They indeed maintain a trademark of quality at its best.” – Mr. Ashraf Shaaban – Group General Counsel - National Bank of Egypt

“We’ve seen passion, we’ve seen commitment, professionalism and above all a warm heart in every single detail. As a consultant, as a law firm as a service provider, we’ve seen the planning, the thinking, the execution and above all superior after service to the contract or execution in any endeavor we’ve been through.” – Mr. Samer Sallam – CEO Paradise Capital 

“The firm was fundamental to the launch of APEX and their upstream oil and gas business in Egypt in 2016. We value our partnership with Zulficar and Partners and appreciate their strong principles, professionalism and personable services. The firm is a vital contributing force for good in the Egyptian community”. – Tom Maher – President and COO, APEX International Energy

Zulficar & Partners is a legal and business partner. They act for the benefit of the banking community and its clients by having innovative solutions and, at the same time, by developing the framework with the regulatory authorities to coincide with the market, while protecting the banks’ rights. –  Pierre Finas – CEO – Credit Agricole Egypt. 

“The team is responsive, on top of their game, extremely available and knowledgeable” -  Walid Jabre – General Counsel – Scope Investment LLC. 

"Zulficar & Partners is a great firm. They are responsive, helpful and on top of the key issues. It's been a pleasure working with them." IFLR1000 editorial

"Despite its comparatively young age on the Egyptian market, the firm retains its top tier status." IFLR1000 editorial

A. Acquisitions 

In 2018 and 2019 the Firm has continued to represent clients in acquisition transactions in various sectors including education, health care, industrial, electronics, solar energy and banking. 

The Firm represented Cleopatra Hospital Company in a joint venture agreement entered into with Taaleem for Management Services S.A.E. to set up a joint venture that will rebuild, develop, operate and manage Al Nahda Hospital. 

The Firm represented Cleopatra Hospital Company in the acquisition of El Katib hospital through a Property Sale Agreement and Business Transfer Agreement. 

The Firm represented Cairo for Investment and Real Estate Development S.A.E. of 60% of Star Light Educational DMCC indirect owner of 99.9% of British Columbia Canadian International School S.A.E.

The Firm represented the sellers in the sale of up to 100% of Suez Bags to Mondi Industrial Bags through a mandatory tender offer. 

The Firm represented Suez Cement Company in the sale of the Menya white cement plant of its subsidiary Helwan Cement Company, for an undisclosed value.  The sale of shares was executed as a complex transaction involving several stages among which the implementation of a vertical demerger completed within a record three-month period. The transaction as whole constitutes in its complexity a first precedent of its kind on the Egyptian market.

The Firm acted as Egyptian counsel to GB Auto’s subsidiary, GB Capital in a partnership and sale of shares transaction, whereby Development Partners International acquired a 33% stake in MNT Investment BV, GB Capital’s subsidiary and parent of Mashroey and Tasaheel active in the micro finance and consumer finance business. The transaction value amounted to approximately USD 45 million.

The Firm represented Gourmet Group Companies, one of Egypt’s leading food retaining and manufacturing companies, in the divestment of a shareholding stake amounting to 40% of the shares to B Investments.

The Firm joined forces with international counsel Burness Paul LLP over the period 2017-2019 to assist Dragon Oil, a subsidiary of the Dubai Government-owned Emirates National Oil Company (ENOC), in the acquisition of British Petroleum (BP)’s stake in the Gulf of Suez Petroleum (GUPCO), comprising eleven concessions and exploration areas in Egypt. The value of the transaction has not been disclosed publicly, however, Reuters suggested it was in the USD 600 million neighbourhood.

B. Joint Ventures

In 2018 and 2019 based on its strong array of expertise in the field of joint ventures, the Firm was extensively engaged in foreign direct investment projects between multinational and Egyptian entities reflected in complex joint venture agreements (with the joint venture entities are holding companies inside or outside of Egypt) particularly in the fields of oil and gas, automotive industries, healthcare, education, food industries, renewable energy and real estate development. Our role in relation to such joint ventures varied and included the following: advise on structure of the Transaction, drafting and negotiating of a share purchase/ subscription agreement, escrow agreements (in cases where the joint venture company already existed), drafting and negotiating of the shareholders agreement and all ancillary agreements related to the joint venture operation, execution of the transaction and/or incorporation of the joint venture company. 

In 2018 and 2019 of special mention are our engagement as legal counsel to Taqa Arabia, in their joint venture project with BP subsidiary, Castrol Limited establishing Castrol Egypt S.A.E and appointing Taqa Arabia’s subsidiary, Taqa Marketing, as the exclusive distributor of its products in Egypt. Similarly, the Firm has represented Taqa Arabia in concluding a joint venture agreement with Hassan Allam in the solar energy sector. Finally, the Firm has acted as Scope Investment’s Egyptian counsel in its joint venture with Mansour to distribute Peugeot vehicles in Egypt.

C. IPOs and Capital Market transactions

The Firm has continued during the course of 2018 and 2019 to represent client’s whether as issuer’s counsel or as underwriter’s counsel in numerous IPO’s relating to Egyptian companies and/or foreign companies with Egyptian subsidiaries that were offering their shares in Egypt and/or outside Egypt and that contemplated listing and offering on the Egyptian Exchange (EGX) and/or outside Egypt on foreign exchanges including London Stock Exchange. 

In 2018, adding to its list of firsts, the Firm acted as the Egyptian Underwriter’s counsel and the Egyptian Offering Counsel in the listing on the EGX and secondary offering of 37.84% of Cairo for Investment and Real Estate Development’s shares (“CIRA”), the largest private education provider in Egypt that directly and through its subsidiaries owns and operates 19 schools and Badr University in Cairo, Egypt (“BUC”) and the first company in the education sector to be listed on the EGX. 

In 2019 the Firm has also acted as the Offering legal counsel in the landmark secondary offering of 4.5% of the shares in Eastern Company, Egypt’s leading tobacco manufacturer, for the value of EGP 1.7 billion which marks the first transaction in the initial public offering (IPO) program announced by the Egyptian Government. 

Finally in 2019, the Firm has also acted as the Offering legal counsel in the landmark listing of the shares of of Fawry for Banking Technology and Electronic Payments on the Egyptian Stock Exchange and the secondary offering of 36% stake held by the majority shareholder for the value of USD 275,000,000.

The Firm has also represented Orascom Investment Holding S.A.E, an Egyptian listed company on the EGX in launching a voluntary tender offer for EGP 1,589,999,994 to acquire up to 30% of the shares of Sarwa Capital Holding S.A.E, an Egyptian listed company on the EGX.

The Firm is also representing several listed companies with EGX in drafting and applying employees’ stock options plans and phantom shares plans.

D. Restructuring, Mergers and Demergers

During the past few years the firm has executed or advised on the very few mergers that were successfully implemented in Egypt and thus enjoys unique practical expertise in this area.

In 2019, the Firm represented Union National Bank (UNB) in its merger with Abu Dhabi Commercial Bank (ADCB) and the acquisition of Al Hilal Bank. The Firm provided advice with regard to the implementation of the merger in Egypt, including conducting due diligence on UNB Egypt and obtaining regulatory approvals from the Central Bank of Egypt and mandatory tender offer exemption from the Financial Regulatory Authority. This merger created the third largest bank in the UAE with total assets of AED 20 billion (USD114 billion). 

In 2018 the Firm handled three mergers/demergers as follows: (i) the merger of Egyptian Glass Company S.A.E. into Guardian Egypt Glass Company S.A.E., currently Guardian Egypt Egyptian Glass Company S.A.E. The assets and liabilities of the merged and surviving entities were evaluated on a book value basis and the shares of the resulting capital were distributed on the fair market value rather than the book value creating a precedent saving the merging companies cost, time and difficulties   of obtaining the approval of 100% of the shareholders of both companies. The Firm participated in establishing a precedent by securing the approval of the General Authority for Investment and Free Zones on a merger including two evaluation methods, which is the first of its kind; (ii) the merger of Italgen Gulf El-Zeit for Energy S.A.E into Italgen Misr for Energy S.A.E based on the book value. The merger has been a prerequisite for the companies to establish and operate a wind farm in Egypt, which is destined to be one of the largest wind farms in the Middle East and (iii) the Firm has represented Helwan Cement Company S.A.E in the first vertical demerger in Egypt under the new demerger rules and regulations.

E. Banking and Project Finance

Banking and Finance: 

During 2017, 2018 and 2019, the Firm advised the vast majority of Egyptian and foreign banks registered in Egypt on their major transactions, including:

  • Short Term Credit Facilities Agreement up to EGP 3.1 Billion granted by National Bank of Egypt S.A.E to an Industrial company.
  • Syndicated Facility Agreement in Three Tranches in the Amount of EGP 2.27 Billion and its amendments granted by a group of banks to a leading Rolling Mills company.
  • Syndicated Medium Term Facility Agreement in Two Tranches in the amount of EGP 7 Billion granted by Commercial International Bank and Banque Misr to a leading Telecommunications company.
  • Bridge Facility Agreement amounting to EGP 150,000,000 (one hundred and fifty million Egyptian Pounds) granted by Banque Misr to a leading Steel Company and its addendum.
  • Syndicated Long Term Facility Agreement up to EGP 641,000,000 granted by Arab African International Bank to a leading developer of a commercial mall.
  • Syndicated Medium Term Facility Agreement, as amended, in two tranches for an amount not exceeding EGP 1082 million as a medium term loan and EGP 20 million as a revolving term facility granted by group of banks to a leading cement company.

The Firm also regularly advises international banks and financial institutions, such as IFC, EBRD, Citibank, N.A. , JP Morgan, HSBC, Deutsche Bank AG, Credit Suisse AG, Bank of Nova Scotia, Commerzbank AG and The Bank of New York Mellon, on their projects and financing activities in Egypt, including:

  • In December 2018, Syndicated Term Loan Facility Agreement for USD550,000,000 granted by Citibank, N.A. London and a group of international banks as Lenders to a State owned bank as Borrower. 
  • In October 2018, a landmark USD 3.8 billion Repurchase Agreement between a syndicate of leading international banks as buyers and  the Central Bank of Egypt as seller.
  • In May 2018, Term Loan Facility Agreement for USD 600,000,000 granted by Arab Banking Corporation B.S.C. and a group of international banks as Lenders to a State owned bank as Borrower. 
  • In November 2017, novation of the Repurchase Agreement entered into between a syndicate of leading international banks as buyers and the Central Bank of Egypt as seller for approximately USD 1,360 billion.

Project Finance: 

Zulficar & Partners Law Firm is proud to have advised the Egyptian Electricity Transmission Company (EETC) on the second round of the Feed-in-Tariff Solar Program in Benban, which received the Thomson Reuters Project Finance International Award for “Global Multilateral Deal of the Year” in a ceremony held in London on the evening of Wednesday, February 7th 2018.

The Program has been praised by Thomson Reuters for its major success after securing financial closure for 30 solar projects having an aggregate installed capacity of over 1600 Mw.

The Program is considered both an Egyptian and an international success story.

For Egypt, the Program launches the first successful major solar park in the country, reviving hope in sustainable and renewable energy future, and with over 2.2 Billion USD of financing, the Program is considered the largest Foreign Direct Investment in Egypt in recent years.

Internationally, the Program promises to be the largest solar park in the world upon construction, making it a landmark in the global fight against climate change.

Zulficar & Partners Law Firm was invested in the Program with EETC shortly after its inception and was engaged in its different phases. Zulficar & Partners’ contribution helped restore faith in the Program during the sensitive time following the disappointment brought by the loss of financing of the first round, and has ensured the successful completion of negotiations with the International Financial Institutions providing project finance and the timely financial closure of the second round.

Zulficar & Partners Law Firm continues to support public and private entities in their efforts to invest in green energy and sustainable development, which constitute one of its core values as an Egyptian law firm and a responsible citizen.

Mergers & Acquisitions:
Dr. Ingy Badawy
imb@zulficarpartners.com
Anwar Zeidan
aaz@zulficarpartners.com
Dr. Firas El Samad
frs@zulficarpartners.com
Mona Zulficar
msz@zulficarpartners.com

Capital Markets 
Anwar Zeidan
aaz@zulficarpartners.com
Dr Ingy Badawy
imb@zulficarpartners.com 

Banking and Project Finance 
Mona Zulficar
msz@zulficarpartners.com
Ashraf Ihab 
ami@zulficarpartners.com

Dispute Resolution – Arbitration 
Prof. Dr. Mohamed Salah Abdel Wahab 
msw@zulficarpartners.com 

Dispute Resolution – Litigation 
Mahmoud Shaltout 
mss@zulficarpartners.com

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