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
