Securities and Capital Markets

The Law Firm of Hassan Mahassni has been actively involved on behalf of issuers and purchasers of securities in Saudi Arabia and elsewhere in the Middle East. As regional markets develop in the coming years, The Law Firm of Hassan Mahassni will be exceptionally well-positioned to assist our clients in this area. Examples of recent representations include acting as:

• Saudi Arabian counsel to a Saudi Arabian based construction and property management company in relation to a lease securitization of luxury residential compounds in Saudi Arabia and a related international bond issue of approximately US$ 800 million proposed to be listed on the Luxembourg Stock Exchange and offered in the US and Europe.
• Counsel to a major Saudi Arabian bank as placement agent in private placements totaling SR 490 million (US$ 130 million) of equity in a new special purpose Saudi Arabian project company formed for the construction, development and management of a prestigious mixed-use retail, commercial and residential complex in Riyadh.
• Counsel to two Saudi Arabian banks as co-placement agents in the private placement of units aggregating SR 200 million (US$ 53 million) consisting of shares in, and subordinated notes to be issued by, a new special purpose Saudi Arabian project company formed for the construction, development and management of a prestigious mixed-use development in Jeddah comprising an exclusive social club, sports facilities, thalasso-balneo center, hotel, shopping mall and marina.
• Saudi Arabian counsel to the issuer of a US$ 200 million closed-end investment company incorporated in Guernsey and listed on the London Stock Exchange, and to its dedicated onshore investment fund approved by the Saudi Arabian Monetary Agency to invest in equities traded on the Saudi stock market and Saudi government debt. This was the first investment fund available to investors who are not Saudi Arabian nationals to have unrestricted access to securities listed on the Saudi stock market.
• Counsel for Hong Kong-based fund managers in connection with the establishment of a US$ 100 million closed-end investment fund for issuance to investors primarily in the Arabian Gulf states to invest in Middle Eastern and Asian companies doing business in accordance with Islamic principles. The shares were listed on the Bahrain stock exchange.
• Counsel to a Saudi Arabian issuer with respect to the SR 300 million (US$ 80 million) private placement of shares in a new Saudi Arabian snack foods subsidiary.
• Counsel to a large Middle Eastern jewelry group in connection with the restructuring of its retail operations, including the formation of a new Saudi Arabian limited liability company, the transfer of assets from a number of entities into such new company and its recapitalization, and the private placement of shares in the company.
• Counsel to the Saudi Arabian founders with respect to a SR 170 million (US$ 45 million) private placement of shares in a new Saudi Arabian mining and manufacturing company.
• Counsel to the Saudi Arabian owners of a closely-held company in the Saudi luxury goods retail sector with respect to a SR 150 million (US$ 40 million) private placement of a substantial minority stake in the company.
• Counsel to the Saudi Arabian sponsor in connection with a SR 25 million private placement of venture capital in a Saudi Arabian company formed to develop and cultivate genetically engineered halophytes (cactus-like plants that tolerate salt water and bear seeds that yield edible oil, meal and animal fodder).
• Counsel to a Saudi Arabian industrial company and its wholly-owned Bahrain subsidiary in connection with the subsidiary’s proposed offering of US$ 30 million guaranteed floating rate bonds to be underwritten and listed on the Bahrain stock exchange. The proposed bond offering, which would have been the first kind for a Saudi group, was postponed by the issuer due to adverse market conditions.
• Counsel to the largest Saudi Arabian bank with regard to the establishment and operation of various Saudi Arabian mutual funds, including a fund for the purpose of investing in Saudi Arabian real estate and a fund for providing Islamic financing for commodity trading transactions.
• Saudi Arabian counsel to a major U.S. multinational bank as investment advisor and placement agent for a proposed private placement of equity for a Saudi Arabian issuer in the petroleum sector.
• Counsel to a Saudi Arabian industrial company and its founding shareholders in the private placement of a substantial percentage of such company’s share capital and the formation of the company as a limited liability company, and subsequently assisting in the conversion of the company into a joint stock company, the first such conversion in Saudi Arabia.
• Counsel to the founding shareholders in connection with the formation of a closed joint stock company formed to implement industrial projects in the Kingdom.
• Saudi Arabian counsel to lead counsel on behalf of major German, French and US banks on laws and regulations governing the offering of foreign securities in Saudi Arabia in relation to an initial public offering of shares in a French company to be listed and traded on the Premier Marché of Euronext Paris and listed on the Official List of the UK Listing Authority with trading on the London Stock Exchange.
• Saudi Arabian counsel to lead counsel on behalf of a major German bank on laws and regulations governing the offering of foreign securities in Saudi Arabia in relation to the offering of bearer debt (no coupon) securities.
• Counsel to a major Saudi Arabian bank in connection with the restructuring, reorganization and re-domiciling of its offshore registered fund structure.
• Counsel to a major Saudi Arabian bank on the implementation of its “fund of funds” program.
• Saudi Arabian counsel to a variety of financial institutions or their lead counsel on Saudi Arabian securities law issues raised by proposed global offerings of securities by foreign issuers.
• Saudi Arabian counsel to a leading Saudi Arabian bank on the establishment and operation of an internet based share brokerage facility through the use of a “white-label” arrangement with a U.S. based international execution-only broker.
• Counsel to a US-based investment bank on compliance with Shari’ah principles relevant to a private equity fund that is to invest in ASEAN countries.
• Counsel to a leading Saudi Arabian bank in connection with development of a structure on the basis of which the bank would finance the purchase by its customers of Saudi Arabian equity securities on murabaha (cost-plus financing) principles.
• Counsel to two Saudi Arabian banks in connection with the structuring of Shari’ah compliant commodity trade transactions utilizing murabaha (cost-plus financing) principles.
• Counsel to a major Saudi Arabian bank on the establishment and marketing of a series of investment funds, most of which are Shari’ah compliant.
• Counsel to a major Saudi Arabian bank in connection with the development of a capital protected global equity fund to invest in NASDAQ and NYSE-listed equities involving murabaha (cost-plus financing) and bai’ al-arbun (call option) structures.
• Counsel to a major US based securities house on the laws and regulations of Saudi Arabia relating the offering of securities.
• Saudi Arabian counsel to a Kuwaiti based investment banking subsidiary of a NASDAQ listed company on laws and regulations relating to the establishment in Saudi Arabia of an e-commerce “business to business” venture and the offering of securities thereof in Saudi Arabia.
• Saudi Arabian counsel to a variety of financial institutions or their lead counsel on Saudi Arabian securities law issues raised by proposed global offerings of securities by foreign issuers.
• Co-counsel to a Saudi bank as placement agent in connection with a multimillion dollar private placement of equity in a Jeddah-based hospital company.
• Counsel to a Malaysia-based fund manager, advising on the Shari’ah compliance of the offering memorandum for the fund manager’s private equity fund, and the offering of units in such fund in the Middle East.