Transactions

Sarie Eldin & Partners was honored to represent with a number of senior financial, technical and legal consultants, Talaat Mustafa Holding Group to complete the deal that was concluded on December 20, 2023, regarding the acquisition of a controlling stake in Legacy Hotels and Tourism Projects Company, owned by the Egyptian General Company for Tourism and Hotels (EGOTH) and Egypt Sub-Fund for Financial Services and Digital Transformation - affiliated with the Sovereign Fund - which owns a group of the most ancient historical hotels in Egypt.

This important deal, was with value around 800 million US dollars, comes within the framework of the Egyptian government’s efforts to enhance the investment climate and support the national economy.

Sarie Eldin & Partners acted as a legal advisor to the UAE’s Global Investments Holding Ltd in relation to the company’s acquisition of 30% of the total shares of Egypt’s tobacco manufacturer - Eastern Company - with a total value of nineteen billion three hundred and thirty-six million six hundred and twenty-five thousand EGP (EGP 19,336,625,000), equivalent to (USD 625 Million), as the Firm has completed all necessary documentation to finalize the transaction

Advised on the restructuring of Thomson Reuters operations in Egypt.

Advised the Ministry of Finance on the settlement of its tax disputes with Global Telecom Holding.

Advising on the restructuring of Prometeon Tyre Egypt Co.

Advising on the restructuring of Arabia Investments and Development

Advising on the regulations governing the EGP 200 bn sovereign wealth fund established by the Egyptian government.

Drafted the joint venture agreement between DP World and SC Zone to establish a company to be granted a 50 year usufruct license over land in the Ain Sokhna Zone for industrial, commercial, and residential purposes.

Advising the Aga Khan Foundation on the restructuring of its microfinance activities in Egypt

We served as local legal advisor in its USD 134 million purchase of the Omatra Group, the sole distributor of Fiat SpA and Iveco SpA products in the Middle East region.

Advising the Suez Canal Authority on the repurchase of concession rights in the Port Said zone.

Advising Union Capital on its sale of its shares in Sinai Cement.

Advising the majority shareholder of Piel Color on the purchase of the minority stake in the company.

Advising Pirelli SPA in relation to restructuring its operations in Egypt.

Legal services in connection with the capital increase of Orascom Development Holding A.G ( the Issuer) by way of the rights issue to existing shareholders( the rights issue) and issuance of new Egyptian depository receipts(EDRS) equivalent to the underlying newly offered shares( Transaction) .

Legal services in connection with the (I) the repurchase of 4.524% of the total share capital of Mo'men Group (MG) BY Mo'men Family from Asfour crystal FZCO (hereinafter referred to as the " sale of MG shares), (ii) setting up a joint venture between Mo'men group and Al-Atya Trading company in the UAE to carry out the activity of distribution and trading inside the UAE market (hereinafter referred to as the UAE project ) and (iii) the contemplated joint venture (Mo'men Asia) between MG and its current Malaysian franchisee upon terminating the existing franchise agreement (hereinafter referred to as Malaysia project).

The firm acted as the Egyptian Counsel for the O.C.I. NV in relation to its USD 9.0 billion-exchange offer to acquire the outstanding capital of Egypt’s Orascom Construction Industries SAE, a company listed on the Egyptian Stock Exchange and London Stock Exchange

Advising Miraco Carrier on profit distribution issues.

Advising the selling shareholders of Amoun Pharmaceuticals S.A.E on a mandatory tender offer under Chapter XII of the Executive Regulations of the Capital Market Law.

Advising Metlife Alico in relation to changes in capital structure.

Acquisition of 60% of the share capital of Economic Group Company for Brokerage S.A.E by HC Securities & Investment.

Advising MB Engineering SAE on its initial public offering on the Nile Exchange, and subsequent capital increase.

Legal Services in respect to the Sale of Founding Partners’ stocks of both companies, the Ferasha Food Industries and El Malika for Food Industries to “Savola” Saudian Food Co.

Legal Services in respect to Egypt’s EFG Hermes on its USD 250 million asset sale to Qatari Q Invest.

Legal Services in connection with the pooling of debt instruments owned by Corp Lease and transferring them to the Egyptian Securitization Co. in order to release the originator’s 4th issue of lease backed securities.

Advising Commercial International Bank on its contemplated sale of CI Capital.

Legal Services in connection with the contemplated sale of 40% stake in the Power Generation Engineering and Services Co. (PGESCO) the target by a potential purchaser (the transaction).

Legal services in relation to (i) registration of the newly issued mortgage backed securities( the securities) by Al Tawfeek securitization company S.A.E (the company) with Misr for Clearing , settlement and central depository ( MCDR) AND(II) the listing of securities on the Egyptian Exchange (EGX) (collectively the Transaction).

Represented MDC SEZone in relation to the contract signed with the Red Sea National Refining and Petrochemicals company. The project aims to construct a USD 7,5 Billion petrochemical complex in the Suez Canal Economic Zone. The Firm has drafted and prepared the Contract and provided the necessary legal advice.

Providing legal services on the market-research conducted by the Egyptian Competition law Authority in the leather market.

Providing legal services on the research conducted by the Egyptian Competition law Authority on natural localities extracted from the maize.

Providing legal services regarding a market-research study on poultry conducted by the Egyptian Competition law Authority.

Advising Egypt Foods on internal and external legal matters including labor law, licenses and distributors’ contracts

Advising Grohe Free Zone on labor law issues and contracts.

Legal Services to Egyptian Propylene & Polypropylene S.A.E (the borrower) in relation to the USD 450,000,000 long term syndicated facility agreement (the ltfa) executed with CIB, National Bank of Egypt, Banque Misr and National Societe Generale Bank and the USD 110,000,000 Syndicated working capital facility agreement to finance the construction of an integrated complex for the production of Propylene & Polypropylene Co.

Legal Services to the Universal Group in respect to the restructuring of the company.

Acted as legal counsel to the syndicate of banks, lead by Commercial International Bank-Egypt (CIB) with First Abu Dhabi Bank-Egypt, Al Baraka Bank-Egypt, Abu Dhabi Commercial Bank – Egypt “ADCB”, Export Development Bank of Egypt, Housing and Development Bank, and Industrial Development Bank, which granted a revolving finance of up to EGP 9 Billion to Madinet Misr for Housing and Development Company, one of the leading companies in the field of real estate development, to support the development of its projects “Taj City” and “Saray”.

Sarie Eldin& Partners Law Firm acted as legal counsel to Etisalat Misr with regard to a facility of up to 150 million US dollars granted by Banque Misr S.A.E and Banque Misr –UAE branch, for the purpose of financing the “5G License” in Egypt.

Sarie Eldin & Partners represented Banque Misr, Al Baraka Bank, and Suez Canal Bank in relation to a syndicated facility of up to USD 108 Million granted to MAFI for Agriculture Produce Industries Company. The finance aims to finance the construction, development and operation of a large-scale diversified export-oriented fruit and vegetables processing complex in Sadat City (Egypt), an important project in this sector.

Sarie Eldin & Partners acted as the Local Legal Counsel to Abu Dhabi Islamic Bank- ADIB – Egypt as the Investment Agent and the participating banks in relation to the arrangement, structuring and granting of USD Sharia-compliant Islamic Murabaha Syndicated Facilities, of up to USD 84 Million, granted to Giza Systems and VAS Integrated Solutions, subsidiaries of Arabian Internet and Communication Services Company. The participating banks are ABC Islamic Bank, Abu Dhabi Commercial Bank and Ahli United Bank B.S.C.

Sarie Eldin & Partners had the honor to act as the Legal Counsel -in collaboration with Abu Dhabi Islamic Capital –the Financial Advisor and Book Runner - to Abu Dhabi Islamic Bank- ADIB – Egypt and other Banks, in relation to the arrangement, structuring and granting of Sharia-compliant Islamic Mudarbah Syndicated Facilities, of up to EGP 2.8 Billion, granted to Giza Systems and VAS Integrated Solutions, subsidiaries of Arabian Internet and Communication Services Company. The participating banks are Arab Banking Corporation - Egypt, Crédit Agricole Bank Egypt, Emirates NBD S.A.E., Arab Bank - Egypt, Abu Dhabi Commercial Bank -Egypt, Ahli United Bank -Egypt, and Al Baraka Bank -Egypt.

Sarie Eldin & Partners has acted as a Legal Counsel to Banque Misr and Emirates NBD with regard to a long term facility granted to Beyond Sky Real Estate Projects with a value of EGP 3.05 Billion for the purpose of financing the construction and operating a commercial and business complex “Park Street East” located at 5th settlement – New Cairo.

Sarie Eldin & Partners represented QNB Al Ahly, Abu Dhabi Islamic Bank, First Abu Dhabi Bank- Egypt, and Credit Agricole Bank, to arrange a long term syndicated facility of up to EGP 350 Million, and USD 6 Million to refinance part of the existing debts under a bilateral short and medium term facility granted to the borrower Universal Metals Industries Company.

Sarie Eldin & Partners acted as a legal advisor to QNB Al Ahli, National Bank of Egypt, Emirates NBD, Arab Bank, Arab International Bank, Blom Bank, and others, with regard to a long term syndicated facility of up to EGP 1.7 Billion, including a tranche of the amount of USD 4.7 Million, granted to Universal Group Company in order to refinance part of the existing debts, in addition to finance part of the working capital needs.

Sarie Eldin& Partners acted as legal advisor to Talaat Moustafa Group in relation to the launch of “ Misr Real Estate Fund 1” in a strategic Partnership with Banque Misr with total contribution of up to EGP 500 Million.

Sarie Eldin & Partners Acted as a legal counsel to Arab Co. for Investment (affiliate of Talaat Moustafa Group) in relation to development, Operation, and investment assets agreements related to Madinaty, El Rehab, and Celia projects with Tanfez for Real Estate Investment ( affiliate of AL Baraka Bank of Egypt) the transaction value is EGP 700 Million.

Sarie Eldin & Partners acted as a legal advisor to Madinaty Co. for Tourism and urban Projects (affiliate of Talaat Moustafa Group) with respect to a syndicated long-term facility of up to EGP 6.760 Billion with Banque Misr to Finance the project “Four Seasons- Madinaty Hotel”.

Sarie Eldin and Partners Legal Advisors acted as legal advisor to National Bank of Egypt, Banque Misr, and Arab International Bank in relation to a long term facility amounting to USD 90,000,000 and EGP 3,400,000,000 to Radamis for Hotels and Resorts, for the purpose of financing part of the investment cost for the construction and operating an integrated Project in Nabq in Sharm El Sheikh. The Firm was responsible for advising the Lenders in relation to the structure of the finance, in addition to the drafting and negotiation of the facility’s agreements and related securities and collaterals and the review of the financed project’s documentation and permits.

Sarie Eldin and Partners acted as legal counsel in relation to a syndicated Sharia compliant facility in the form of Islamic Mudarbah of up to EGP 2 Billion arranged by ADIB Capital, as financial advisor to the Lenders, granted by Egyptian Arab Bank, Al Baraka Bank, Med Bank, Industrial Bank, Al Ahli Bank of Kuwait and Agriculture Bank of Egypt to El Sewedy Group to finance the expansion plans of the Group. SE&P advised ADIB Capital and the Lenders on the legal aspects of the transaction and Islamic financing requirements, in addition to the drafting and negotiation of the finance documentation and the securities.

Providing legal services to Banque Misr with regard to the refinancing of the existing debt of Scatec Solar Group through green bonds issuance for $400 million, to refinance the existing FIT Project finance. The bonds are listed on European Stock Exchange Market and on the Egyptian Stock Exchange Market.

Sarie Eldin & Partners acted as a legal advisor to CIB and NBK with regard to a syndicated long-term discounting facility in the range of EGP 761,108,401 to be granted to Madinet Nasr for Housing and Development to be used in discounting the proceeds of the sale of 2 plots of land located in East Cairo “ Taj City”

Sarie Eldin & Partners acted as legal counsel to National Bank of Egypt, and Banque Misr to arrange a medium term syndicated facility of up to EGP 1 Billion granted to Golden Oil for extracting, refining and bottling Vegetarian oil to operate the Plant at 6th of October City.

Sarie Eldin & Partners acted as legal advisor to National Bank of Egypt, Banque Misr, Mashreq Bank- Bahrain, and National Bank of Kuwait- Egypt in relation to a syndicated bridge facility of up to USD 300 Million granted to Assuit National Oil Processing Company (ANOPC), for the purpose of financing Assuit Hydrocracking Complex .

Sarie Eldin and Partners Legal Advisors acted as legal advisor to The Arab Co. for Projects and Urban Development an affiliated co. of Talaat Mostafa Group Holding in relation to a syndicated long term facility Provided by National Bank of Egypt, Banque Misr, and Banque Du Caire up to EGP 9 Billion to construct an integrated City in Capital Gardens ( NOOR Project)

Sarie Eldin and Partners Legal Advisors acted as legal advisor to Export Development Bank , with participation of Housing and Development Bank, the United Bank, Mid Bank, Suez Canal Bank , to grant Arkan Palm for Real Estate Developments a syndicated facility of up to EGP 1.5 billion to finance phase 1 of its project 205 in Sheikh Zayed City.

Sarie Eldin and Partners Legal Advisors acted as legal advisor to Banque Misr, and National Bank of Egypt to grant Palm for Investment and Real Estate Development an affiliate Company of Palm Hills a syndicated facility of up to EGP 2.5 billion to finance a new project located at New Cairo

Sarie Eldin & Partners acted as legal advisor to Export Development Bank of Egypt and Arab Investment Bank in relation to a medium term facility of up to EGP 300 Million granted to Baron Court Sports & Leisure Company to finance the expansion of Radisson Blue Hotel and to build and develop “West City Club”. ADIB Capital was the financial advisor to the Lenders in this transaction.

Sarie Eldin & Partners acted as a legal advisor to National Bank of Egypt, Arab African International Bank, and Banque Misr with respect to a syndicated long-term facility of up to EGP 2.1 Billion, granted to Madinet Nasr for Housing and Development Company to finance the development costs of Sarai I and Sarie II Projects.

Sarie Eldin & Partners acted as legal advisor to Banque Misr with respect to a facilities agreement, including an Islamic Mudarbah facility and a letter of guarantee facility, granted to ATD Combustors Ltd., an Emirati company, to finance a fuel efficiency long-term services contract with the Egyptian Electricity Holding Company in relation to El Walidiyya Power Station.

Sarie Eldin & Partners acted as legal counsel to the Egyptian National Railways Authority, affiliated to the Ministry of Transportation, in negotiating the terms of a facility granted by the consortium formed by Hungarian Export-Import Bank and Specialized Russian Export-Import Bank (Exim Russia), of up to EUR 1,016,050,000 for the purpose of financing the purchase and supply of 1300 new railways coaches by Transmash holding Hungary Korlátolt Felelősségű Társaság.

Sarie Eldin & Partners acted as legal counsel to the Egyptian National Railways Authority, affiliated to the Ministry of Transportation, in negotiating the terms of a facility granted by the Canadian Export Development Bank of up to Euro 226,000,000, for the purpose of financing the purchase and supply of new 100 locomotives, and revamping of 81 locomotives by General Electric Transportation Egypt Services LLC.

Sarie Eldin & Partners represented Banque Misr, Arab African International Bank SAE and other banks in a syndicated facility package up to EGP 1.5 Billion transaction, with Marakez El Sokhna for Real Estate Projects to finance the project of “Mall of Katameya”

The Firm has acted, in coordination with ADIB Capital as financial advisor, as legal counsel to Banque Misr, EDB, Misr Iran Development Bank, Baraka Bank –Egypt and a syndicate of banks, in relation to an Islamic Compliant Musharka facility of up to EGP 1.6 billion granted to Al-Marasem International for Development Company and Marina Way Lagoon for the finance of the Fifth Square Compound. The Firm has undertaken the drafting, structuring, and negotiation of the facility documentation.

The firm has acted as legal counsels to CIB, HSBC, Arab Bank, and Credit Agricole Egypt in relation to a syndicated facilities package up to EGP 2.5 Billion to The Coca Cola Bottling Company of Egypt, to finance its capital expenditures plans. The Firm has undertaken the drafting and negotiation of the facilities documentation.

Sarie-Eldin & Partners-Legal Advisors assested National Bank of Egypt, National Bank of Abu Dhabi, Banque Du Caire, Arab Bank, and Suez Canal Bank in completing the process of granting the International Oil Multi Seeds Extraction Company (OILEX), one of Egypt's leading companies , a syndicated facility up to EGP 2.4 Billion , to finance part of the investment cost of the construction of an integrated complex for the extraction, refining and filling of vegetables’ oils.

The 2 sister companies of Al- Marasem, Marina Way Lagoon for Real Estate and Touristic Investments Company and Hayat for Development own 2 plots of land, and have entered with Al- Marasem into an exclusive development agreement, whereby the Al- Marasem shall be responsible for the development of 2 residential projects over the Lands.

The purpose of the Facility is to finance part of the investment cost of the Projects under the Development Agreement, including construction, infrastructure, marketing expenses, SG&A, Lands purchase cost and other governmental dues.

Sarie-Eldin & Partners represented National Bank of Egypt, Misr Iran Bank and other lenders in relation to the EGP 510 million facility

Sarie-Eldin & Partners represented Banque Misr and Egyptian Exports Development Bank in relation to the EGP 1.07 billion syndicated Islamic finance facility

Sarie-Eldin & Partners advised the syndication lenders (including National Bank of Egypt, Arab African International Bank, Banque Misr, Banque du Caire, Blom Bank Egypt and Egyptian Arab Real Estate Bank in connection with the USD 326 million and EGP 1.3 billion syndicated facility agreement.

Syndicated long-term multi-currency facility agreement between the banks and other participating lenders to Egyptian Chemical Industries Co. S.A.E (KIMA) to partially finance the construction and establishment of a new plant of nitrogen fertilizer (project I) and the rehabilitation of the KIMA's existing plant (project II).

Syndicated Facility Agreement for Egypt Anode Co. S.A.E. to partially finance the construction and ownership of a Plant for the production of carbon anode.

A bridge Loan Facility agreement to “Al Futtaim Commercial & Administrative Centers Co. to finance part of the investment cost for the establishment of a “Al Futtaim” Mall.

Syndicated Facility Package up to EGP 3 Billion to Majid Al Futtaim Properties Egypt (MAFP – Egypt) for the establishment of Mall of Egypt and the spin-off of the project in a new company.

Representing Lenders in relation to the USD 328 M for Egypt Hydrocarbon Corporation S.A.E "EHC" to fund part of the investment cost of the construction of an ammonium nitrate plant. In 2011 the “Euromoney” Project Finance Magazine announced this deal to the African Petrochemicals “Deal of the Year for 2010 “.

Syndicated long-term facility agreement to Etisalat (EGP 7.2 Billion) to refinancing existing facilities and funding the borrower’s business and network build-up.

Syndicated long-term facility agreement in relation to the EGP 1,068 Billion loan granted to Saudi Bin Ladin Group Co. to finance the expansion of the contract of new Hurghada International Airport.

Medium Term Loan Agreement to Saudi Egyptian Touristic Development Co. to finance the existing facilities and the renovations of Hotel “Grand Hyatt” Garden City.

Syndicated long-term loan facility agreement to El Nahda for Industries S.A.E to partially finance the investment cost of the establishment & operation of a cement company.

Syndicated Medium Term Facility agreement of up to EGP 600 Million for Contact Company.

Club deal to Bio Generic Pharma Co. to partially finance the investment cost and operation of a plant for the production of biopharmaceutical company.

Being appointed by the EBRD, the Firm has acted as the local counsel, alongside A&O – Poland, to advise GALDP on preparing in relation with the first dry port constructed in Egypt through partnership with the private sector “6th of October Dry Port PPP Project” with an investment value of USD 100 Million. The Firm has prepared the Tender Documents including the PPP Contract and advised the Client throughout the tender process until the achievement of the Commercial Close.

Assisting the Egyptian National Railways in collaboration with the World Bank to identify the best strategy for the comprehensive reform of the railway sector with the aim of improving the regulatory framework for the railway sector’s governing law with the purpose of enhancing the railway operational and financial performance.

Drafted the Usufruct Agreement between DP World and SC Zone for the 50-year usufruct license over a land in Ain Sokhna Zone for industrial, commercial, and residential purposes.

In collaboration with Allen & Overy law firm, the firm advised the General Authority for Land and Dry Ports (one of the Ministry of Transportation affiliate’s) on establishing a dry port (400 acres) in the 6th of October City (West Cairo.) The project includes design, construction maintenance and way of utilization of this particular dry port with an investment value of 100 million dollar.

The Firm represented El Bareeq Hospital in a project to build and operate two hospital and a blood bank bank for the University of Alexandria. This project was the only approved Public Private Partnership (PPP) in the year 2012.

Represented DPA before Cairo Court of Appeal and the Court of Cassation in the annulment case of the award issued in the arbitration case filed by the Damietta International Ports Company (DIPCO) regarding the Concession Agreement dated 8/5/2006. The Firm has successfully obtained a judgment in favor of DPA and spare it from paying damages amounting EGP 8 Billion as the Court of Cassation has found the award, issued under the auspices of the ICC Rules, completely null and void.

Represented a top investment company in an investigation where they were wrongly accused of receiving funds. The case has successfully been dismissed by order of the General Prosecutor.

Settled a dispute for one of the top agriculture and livestock companies in Egypt with respect to the sale of their shares amounting to EGP 56.500.000 (Fifty Six Million and Five Hundred Thousands EGP) to a dairy company.

Represented a top Automotive manufacturer in a dispute with Banque Misr and Banque de Caire, concerning a debt amounting to EGP 200,000,000 (Two Hundred Million Egyptian Pounds).

Sarie-Eldin & Partners law firm has represented one of the companies operating in the field of telecommunications in the arbitration case filed against telecom Egypt. The firm succeeded in obtaining a ruling by committing the latter to a performance of EGP 656,000,000 (Six Hundred and Fifty Six Million Egyptian Pounds).

Representing Damietta Port Authority (DPA) in the Arbitration Case filed against Damietta International Ports Company (DIPCO) before the International Court of Arbitration - International Chamber of Commerce - Paris –. The dispute arose from the terminated Concession Agreement covering the construction and the operation of a new container handling station at Damietta Port.