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Clifford Chance advises SC Ventures on a US$100 million digital assets joint venture with SBI Holdings

Fri, 19 Apr 2024 10:12:00 GMT

The strategic joint venture will focus on investing in companies across the digital assets spectrum, including markets infrastructure, risk and compliance tools, DeFi, tokenisation, consumer payments and the Metaverse, with intent of making global investments ranging from seed to Series C funding. The parties intend to capitalise the venture vehicle with US$100 million.

The Clifford Chance team advising on the transaction was jointly led by Dubai based partners, Deniz Tas and Jack Hardman, with support from senior associates Gareth Dray, Mhairi Cruickshank and Tom Lloyd, and associate Josh Morrison.

Consistently ranked Band 1 in legal directories, Clifford Chance was recently awarded Deal of the Year at the Legal 500 Middle East and North Africa Awards 2024 for advising DP World on the sale of a minority stake in its strategic UAE assets to CDPQ for US$5 billion, in addition to winning 8 awards at the IFLR Middle East Awards 2023. Clifford Chance was also named International Law Firm of the Year at the IFLR Middle East Awards 2023, International Law Firm of the Year (Middle East) at the Middle East Legal Awards 2023, and Middle East International Law Firm of the Year at the Chambers Middle East Awards 2023.

Ukraine: The latest Global Sanctions and Export Controls

Thu, 18 Apr 2024 10:09:00 GMT

The following briefing provides an overview of the sanctions and export controls imposed by the US, UK, EU, Poland, Japan, Singapore, Australia, and Ukraine; as well as measures adopted in response by Russia, as at 13 pm GMT on 18 April 2024.

These sanctions are complex, multilateral and continue to change incrementally in real time in response to the situation on the ground in Ukraine. Our team of sanctions experts is monitoring the situation closely and we will endeavour to keep our briefings up to date.

Healthtech Trends 2024

Wed, 17 Apr 2024 10:55:33 GMT

From medical microbots to patient digital twins to generative AI for the creation of synthetic health data, we take a look at the next wave of tech innovations creating opportunities and challenges for healthcare and life sciences in 2024 and beyond.

International Regulatory Update 8 – 12 April 2024

Tue, 16 Apr 2024 08:54:33 GMT

Clifford Chance's International Regulatory Update is a weekly digest of significant regulatory developments affecting banking and investment banking business, drawing on our daily content from our Alerter: Finance Industry service.

Japan's new era of investor engagement, transparency and innovative asset management

Fri, 12 Apr 2024 13:25:00 GMT

Japan is set to introduce targeted updates to the Financial Instruments and Exchange Act (FIEA), the key securities law in Japan, in 2024. The amendments are aimed at refining three critical areas: (i) large shareholding reporting rules, (ii) takeover bid rules and (iii) the framework for sophisticated and diversified asset management businesses. The proposed amendments to the FIEA will significantly enhance transparency and strategic engagement opportunities for equity investors, while offering asset management companies innovative business models and expanded investment options.

International Regulatory Update 2 – 5 April 2024

Tue, 09 Apr 2024 09:14:00 GMT

ACCC's compliance and enforcement priorities: What to expect in 2024-25

Wed, 03 Apr 2024 13:25:00 GMT

The Australian Competition and Consumer Commission (ACCC) recently released its compliance and enforcement priorities. The ACCC has already started enforcement action in line with the priorities and has signalled there is more to come

International Regulatory Update 25 – 28 March 2024

Wed, 03 Apr 2024 08:40:10 GMT

CSSF circular 24-856 on the protection of investors

Tue, 02 Apr 2024 13:25:00 GMT

CSSF Circular 24/856 on the protection of investors in case of NAV calculation errors, non-compliance with investment rules and other errors at the level of a UCI.

The CSSF published on 29 March 2024 its Circular 24/856 (the "Circular") concerning NAV calculation errors, non-compliance with investment rules and other errors (the "Errors"). The Circular (49 pages, only in French for the moment) is a crucial piece of regulation for supervised UCIs that will replace Circular 02/77. The Circular incorporates the CSSF regulatory practice built up over more than 20 years. Like Circular 02/77, the Circular deals with NAV calculation errors and non-compliance with investment rules but also addresses more specifically other types of errors (i.e., swing pricing errors, wrong payment of fees and costs, non-compliance with cut-off rules, and investment allocation errors – together the "Other Errors").

Clifford Chance advises the joint lead managers in respect of a US$500 million sukuk issuance by Arabian Centres Company (trading as Cenomi Properties)

Wed, 27 Mar 2024 06:47:00 GMT

The transaction involved the refinancing of existing sukuk certificates for Cenomi Properties, the largest mall operator in Saudi Arabia.

Clifford Chance's team was led by partner and Global Head of Islamic Finance Qudeer Latif with support from legal consultant Shauaib Mirza (London), senior associate Mohsin Abbas (Dubai) as well as partner Paul Deakins (London). The US team supporting on the transaction comprised partner and Global Head of Capital Markets Michael Dakin (London), legal consultant Terrence Moloney (Sydney), and lawyer Geoffrey Adonu (London). Saudi law support was provided by AS&HCC by partner Yasser Al-Hussain, and senior associates Ali Ansari and Mohammed Al-Ghazzawi.

The US$500 million sukuk issuance was facilitated in collaboration with joint lead managers: anb capital, Dubai Islamic Bank P.J.S.C., Emirates NBD Bank P.J.S.C., GFH Financial Group B.S.C., Goldman Sachs International, HSBC Bank plc, J.P. Morgan Securities plc, Kamco Investment Company K.S.C.P., Mashreqbank psc (acting through its Islamic Banking Division), Sharjah Islamic Bank P.J.S.C., and Warba Bank K.S.C.P.

Clifford Chance also advised the dealer managers, Goldman Sachs International and HSBC Bank plc on the tender offer.

The Bank of New York acted as paying agent and delegate and was represented by a Clifford Chance team based in our London office led by partner Bruce Kahl and supported by associates Struan Murray and Katie Buckton.

Qudeer Latif comments, "This transaction reinforces our market leading expertise in structuring and executing the most complicated international sukuk transactions for issuers based in the Kingdom of Saudi Arabia. We congratulate the Cenomi Properties team on the issuance of another successful benchmark sukuk."

Consistently ranked Band 1 in legal directories, Clifford Chance was awarded 15 awards at the Bonds, Loans & Sukuk Awards 2023 and 8 awards at the IFLR Middle East Awards 2023. Clifford Chance was also named Banking and Finance Law Firm of the Year at The Legal 500 MENA Awards 2024, UAE Banking & Finance Law Firm of the Year at the Chambers Middle East Awards 2024, Islamic Finance News (IFN) Law Firm of The Year and IFN Banking & Finance Law Firm of The Year at the IFN Deal of the Year Awards 2023, International Law Firm of the Year at the IFLR Middle East Awards 2023, and International Law Firm of the Year (Middle East) at the Middle East Legal Awards 2023.

International Regulatory Update 18 – 22 March 2024

Fri, 19 Apr 2024 21:01:16 GMT

Ukraine: the latest global sanctions and export controls

Tue, 26 Mar 2024 10:09:00 GMT

The following briefing provides an overview of the sanctions and export controls imposed by the US, UK, EU, Poland, Japan, Singapore, Australia, and Ukraine; as well as measures adopted in response by Russia, as at 6 am GMT on 26 March 2024.

International Regulatory Update 11 – 15 March 2024

Fri, 19 Apr 2024 21:01:16 GMT

Merricks judgment on causation - what’s next for the CAT’s first collective action?

Mon, 18 Mar 2024 11:39:00 GMT

On 26 February 2024, the UK’s Competition Appeal Tribunal (“CAT”) handed down a judgment on a preliminary issue relating to causation in Walter Hugh Merricks CBE v Mastercard Incorporated and Others [2024] CAT 14 (“Merricks”). Merricks is a follow-on collective action against Mastercard pursuant to the European Commission’s (“EC”) finding in 2007 that Mastercard’s EEA multilateral interchange fees (“MIFs”) breached Article 101 of the TFEU (the “EC Decision”). Merricks was the first claim to be certified under the CAT collective actions regime.

Energy Transition – Opportunities and Challenges for Offshore Wind

Thu, 14 Mar 2024 14:39:00 GMT

With increasing global demand for offshore wind to power the clean energy transition, the opportunities and risks are multiplying. Offshore wind has long been seen as a great tool to tackle energy transition needs and to achieve energy sovereignty objectives while boosting economic growth, and more governments are committing to more ambitious targets. However, the industry faces a number of challenges as inflation and high interest rates have hit the sector particularly hard.

In this extract from a recent webinar, Clifford Chance surveys the issues arising from new technology, new markets, new deals and regulatory changes.

Sustainability & ESG Trends 2024

Tue, 12 Mar 2024 13:01:46 GMT

Environmental, social and governance (ESG) issues are having a significant impact on businesses globally.

Against the prevailing backdrop of continued political and economic uncertainty and rising geopolitical tensions, we look ahead and assess the challenges and opportunities on a range of strategic issues, from regulations on corporate sustainability reporting and transition planning, the evolution of sustainable finance and the role of carbon markets in funding net zero, to the increase in ESG-related litigation.

International Regulatory Update 04 – 08 March 2024

Tue, 12 Mar 2024 09:42:23 GMT

Behind closed doors: Navigating privately placed high-yield bonds

Wed, 06 Mar 2024 16:54:00 GMT

Companies are increasingly looking for faster and easier routes than traditional underwritten offerings to market their debt securities. With an annual deal flow of over US$100 billion, the debt private placement market is an attractive alternative to underwritten offerings, although nascent in the context of European high-yield issuances (with European market volume of less than €4 billion in 2022).

In this briefing, we detail some of the current approaches to privately placed high-yield bonds and their practical and legal basis.

International Regulatory Update 26 February – 1 March 2024

Tue, 05 Mar 2024 10:39:29 GMT

Clifford Chance advises on Binghatti's debut sukuk issue

Fri, 01 Mar 2024 10:11:00 GMT

Marking Binghatti's debut foray into the international debt capital markets, the Regulation S sukuk have a 3-year tenor and are admitted to the London Stock Exchange's International Securities Market as well as to trading on Nasdaq Dubai.

Since its inception in 2008, Binghatti has gone from strength-to-strength with a portfolio of 29 completed and fully sold projects (with a sales value of AED 3.9 billion), 16 projects under development (with an estimated project value of AED 18.6 billion) and a further 15 projects under planning (with an estimated project value of AED 12.5 billion). Although traditionally focused on the mainstream and luxury markets, Binghatti has recently expanded into uber-luxury residential property development by launching premium branded products in collaboration with Jacob & Co., Bugatti and Mercedes, which is expected to drive growth in the coming years.

The sukuk issuance was over 2x over-subscribed and was priced competitively with a 30 basis points tightening resulting from investor demand based on Binghatti's compelling investor roadshows. This was also the first real estate sukuk issuance from the MENA region in 2024.

Muhammad BinGhatti, the CEO of Binghatti stated: "We are thrilled with the tremendous success of our debut sukuk issuance, which reflects the trust and confidence investors have placed in Binghatti. This immense response demonstrates the strength of our business model and attractiveness of our investment proposition".

Stuart Ure, who led the Clifford Chance team on the transaction, commented: "We have been privileged to have partnered with the Binghatti team on this landmark transaction which marks a key strategic shift as the company enters into a new phase of growth. The success of the transaction is a testament to investor and stakeholder confidence in Binghatti's value proposition and to the tireless efforts of Binghatti's senior management".

Clifford Chance's team comprised partner and Head of Middle East Capital Markets, Stuart Ure (Dubai), Alekhya Prakash (Counsel, Dubai) and Sophie Larsen (Associate, Dubai).

The joint lead managers on the transaction were Abu Dhabi Islamic Bank, Dubai Islamic Bank, Emirates NBD Capital, HSBC, Mashreqbank psc (acting through its Islamic Banking Division), RAKBANK and Sharjah Islamic Bank.

Consistently ranked Band 1 in legal directories, Clifford Chance was awarded 15 awards at the Bonds, Loans & Sukuk Awards 2023 and 8 awards at the IFLR Middle East Awards 2023. Clifford Chance was named Banking and Finance Law Firm of the Year at The Legal 500 MENA Awards 2024, Islamic Finance News (IFN) Law Firm of The Year and IFN Banking & Finance Law Firm of The Year at the IFN Deal of the Year Awards 2023, International Law Firm of the Year at the IFLR Middle East Awards 2023, International Law Firm of the Year (Middle East) at the Middle East Legal Awards 2023, and Middle East International Law Firm of the Year at the Chambers Middle East Awards 2023