Acting as counsel to Adamjee Insurance Company Limited in its acquisition of a 25.72% shareholding in Adamjee Life Assurance Company Limited from IVM Intersurer B.V., a part of the Hollard Group of South Africa. Work to date has included drafting, negotiating and finalizing the Share Purchase Agreement for signing, and preparing for fulfillment of all conditions precedent to completion comprised of a variety of corporate and regulatory approvals.
Acting as counsel to Pakistan Petroleum Limited in its proposed acquisition of working interests in three oil and gas fields in the Middle East through an auction-style sale and farm-in arrangement. Work included extensive oil and gas related due diligence review and reporting, and negotiation of bidding documents and the proposed Farm-In Agreement.
Acting as counsel to Pakistan Petroleum Limited in its proposed acquisition of working interests in six oil and gas fields in Pakistan through an acquisition of their operations and parent company. Work included extensive due diligence review of the seller and the target assets.
Acting as sponsors’ counsel in the establishment of a 200MW thermal power generation project by Nishat Power Limited and a 200 MW thermal power generation project by Nishat Chunian Power Limited. Work on these assignments (and the Atlas Power assignment mentioned below) included advising on, negotiating and finalizing all aspects of the project until financial closing, consisting of dealings with the Private Power & Infrastructure Board (PPIB), the National Electric Power Regulatory Authority (NEPRA), all contractual counterparties involved in the project and financing documentation, including the Government of Pakistan, the power purchaser, the fuel supplier, the EPC and O&M contractors, and the lending consortium.
Acting as sponsors’ counsel in the establishment of a 225MW thermal power generation project by Atlas Power Limited.
Acting as borrower’s counsel in the extensive working capital financing extended to Nishat Power Limited by a consortium led by Habib Bank Limited.
Advising the sponsors in the establishment of a 200MW thermal power generation project by WARDA Power Generation (Private) Limited (led by Brazil Energy).
Advising VA TECH HYDRO GmbH of Austria in their E&M Contracts involving the Allai Khwar and Duber Khwar Hydropower Projects.
Acting as sellers’ counsel in the US$ 900 million sale of a 20% shareholding in MCB Bank Limited to Malayan Banking Berhad (Maybank) of Malaysia. The two-step transaction, involving the transfers of 15% and 5% shareholdings respectively, was then the largest private sector cross-border M&A transaction in Pakistan’s history. Work included all sell-side due diligence, together with the drafting, negotiation, finalization, execution and implementation of the Share Purchase Agreements, the Call and Put Option Agreements, the Shareholders Agreement, and the Business Cooperation Agreement between the two sides.
Advising Hyundai Nishat Motors (Private) Limited in a long term Islamic Musharaka financing secured by it from Meezan Bank Limited for the purposes of setting up a car manufacturing and assembly plant in Pakistan, and on its leasing arrangements for setting up company operated 3S dealerships in Lahore and Karachi.
Acting as counsel to a consortium comprising MOL Hungarian Oil & Gas Company plc and Kuwait Foreign Exploration Company KSC in the privatization of Pakistan Petroleum Limited, one of Pakistan’s leading upstream oil and gas companies. Work involved acting as co-counsel alongside Freshfields Bruckhaus Deringer LLP and advising on all local law aspects of the assignment, including detailed due diligence review and analysis involving the licenses, leases and petroleum concession agreements concerning all of the target company’s exploration, development and production assets (both onshore as well as offshore), analyzing and reporting on all applicable corporate, privatization, anti-monopoly, petroleum, health, safety, environment and employment laws, as well as all attendant Constitutional issues, and reviewing, redrafting, and negotiating the Share Purchase Agreement involved in the transaction.
Acting as counsel to a consortium comprising MCB Bank Limited and Petronas of Malaysia in the privatization of Pakistan State Oil Company Limited, the leading downstream oil marketing company in the country. Work involved acting as co-counsel alongside Norton Rose LLP and advising on all local law aspects of the assignment, including detailed due diligence review and analysis involving all of the target company’s business segments, analyzing and reporting on all applicable corporate, privatization, anti-monopoly, petroleum, health, safety, environment and employment laws, as well as all attendant Constitutional issues, and reviewing, redrafting, and negotiating the Share Purchase Agreement and Shareholders Agreement involved in the transaction.
Leading the legal due diligence and share purchase agreement negotiation team of one of the bidders in the privatization of Pakistan Telecommunication Company Limited.
Acting as counsel to the Nishat Group as bidders in the privatizations of Pak Arab Fertilizer Company Limited and Pak American Fertilizer Limited.
Acting as counsel in the initial public offering (IPO) of approximately 38 million ordinary shares of Lalpir Power Limited. Work involved reviewing, commenting on, and finalizing the Offer for Sale Document, reviewing, negotiating, and finalizing the Underwriting Agreements relating to the book-building and general offer portions of the IPO, and furnishing pre-execution opinions to the underwriters in relation thereto.
Acting as counsel to OPIC in the project financing of a proposed 400 MMCFD LNG storage and regasification facility at Port Qasim, Karachi. Worked on this assignment as co-counsel along with Allen & Overy LLP over a period of fifteen months, and this involved extensively reviewing and advising OPIC on the LNG regulatory regime in Pakistan, comprising, among others, the Oil and Gas Regulatory Authority Ordinance, 2002, Government of Pakistan’s LNG Policies of 2006 and 2011, and the Oil and Gas Regulatory Authority (Liquefied Natural Gas) Rules, 2007, reviewing and advising OPIC on the applicable public procurement regime and processes set out in the Public Procurement Regulatory Authority Ordinance, 2002, the Public Procurement Rules, 2004, and the Procurement Manual of PQA, which PQA has compiled in collaboration with Transparency International Pakistan, conducting general due diligence review of the proposed LNG project, and preparation or review of an array of project and financing agreements, as well as proposed legislative instruments relating to the proposed project, including the concession or implementation agreement, right of way and interconnect related agreements, vessel-rental and LNG supply contracts, the draft Oil and Gas Regulatory Authority (OGRA) Natural Gas Regulated Third Party Access Rules, 2011, and the Port Qasim Authority Act, 1973.
Acting as counsel to Tetra Pak Pakistan Limited in the PKR 9.4 billion financing of its new manufacturing facility near Lahore by a consortium of lenders led by National Bank of Pakistan and comprised additionally of Habib Bank Limited, Allied Bank Limited, Faysal Bank Limited and Bank Alfalah Limited.
Assembling, negotiating, and finalizing a pioneering contractual relationship between the downstream textile operation of the Nishat Group, and the country’s leading branding consultancy set-up, for the provision of advisory, consultation, strategizing, creative, and project management services involving transformation of the client’s brand identity, including by re-developing and re-launching the client’s existing brands as well as by introducing, launching, and developing new brands, with the specific aim of enhancing the appeal and attractiveness of the client’s products to actual and potential Generation-Z customers.
Representing Nishat Agriculture Farming (Private) Limited in the drafting, negotiation, finalization and signing of its Joint Venture Agreement and Shareholders’ Agreement with Sütaş Süt Ürünleri A.Ş., one of the largest producers of milk and dairy products in Turkey, for setting up dairy manufacturing facilities in Pakistan.
Acting as counsel to Augere Holdings (Netherlands) BV and rendering it a full range of advisory and transactional services in respect of its broadband internet and voice over internet protocol (VoIP) operations in Pakistan using a wireless network based on the WiMAX technology standard, including incorporation of its local subsidiary Augere Pakistan (Private) Limited (widely known through the broadband services it provides under the “Qubee” trademark), negotiation of the contractual relationships involving its M&A and joint venture activities, financings and operations, and advising on the corporate, employment and foreign exchange laws of Pakistan. This work has also included the negotiation, finalization, re-negotiation, and restructuring of a US$ 15 million WiMAX equipment finance facility from Huawei International Pte Limited, and advising other Augere affiliates on similar restructuring transactions involving Huawei International Pte Limited in Bangladesh.
Representing Oracle Systems Pakistan (Private) Limited as retained counsel on an ongoing basis in relation to their key corporate, contractual, licensing and regulatory matters.
Assisting, advising, and representing PCM, Inc., a California-based, NASDAQ-listed, direct marketing company that offers technology products and services, in relation to all aspects of its business process outsourcing (BPO) activity in Pakistan, including with respect to its leasing and employment contracts, its contracts with service providers, its financing relationships, and its dispute resolution matters.
Advising Opus Inspection (Private) Limited, the local subsidiary of a large Swedish enterprise, on concession agreements for its vehicle inspection facilities in Pakistan and on its compliance with Pakistan’s employment laws.
Handling an extensive range of local and cross border contracts for Packages Limited, as well as advising Packages Limited on a variety of regulatory compliances for its business.
Assisting and advising the Ithaca Capital Group in the acquisition and/or establishment of three start-up businesses in the areas of childcare products, software development, and internet-based vehicular transportation on customer-sharing basis.
Acting as counsel to a major international food and agriculture sector investor in the acquisition of a rice processing and production facility near Lahore, and, a few years later, on the development and sale of such facility to a private sector investor.
Representing Afiniti and TRG Pakistan Limited as retained counsel on an ongoing basis in relation to all their key corporate and regulatory matters.
Acting as counsel to BNP Paribas in the acquisition financing and the ongoing financing rearrangements involving National Oil Production Company S.A.E., which has an indirect wholly-owned subsidiary, Rally Energy Safed Koh Limited (RESK), involved in the upstream oil and gas business in Pakistan. Work has involved acting as co-counsel alongside Allen & Overy LLP and advising on all local law aspects of the assignment, including detailed due diligence review and analysis involving licenses, leases, petroleum concession agreements, farm-out arrangements and transfers of working interests concerning RESK, analyzing and reporting on all applicable corporate, banking, foreign exchange, anti-monopoly, petroleum and security interest laws, and reviewing, redrafting and negotiating the Acquisition Facility Agreement, all supplemental agreements thereto, and all Pakistani security related documents involved in the transaction.
Representing Crescent Bahuman Limited as retained counsel on an ongoing basis in relation to their key corporate, contractual, employment and regulatory matters.
Representing the Imran Khan Foundation and the Namal Educational Foundation (Namal University) as retained counsel on an ongoing basis in relation to all their relief, rehabilitation, reconstruction, and educational activities.
Representing the Lahore University of Management Sciences (LUMS) as retained counsel on an ongoing basis in relation to its contractual, endowment, and intellectual property work.
Acting as counsel to the acquirer for the purchase of the Pakistan operations of a leading international medical supplies company, including getting the associated regulatory approvals from the Competition Commission of Pakistan.
Acting as counsel to Shakarganj Mills Limited in its Rs. 5.44 billion financial restructuring comprising of a syndicated bridge finance facility of Rs. 2.46 billion and syndicated cash finance facility of Rs. 2.98 billion from a consortium of lenders led by MCB Bank Limited, and the associated sales of its sugar production facilities in Pakistan.
Acting as counsel to OPIC in its project financing for expansion of the micro-loans portfolio of Kashf Foundation.
Acting as counsel to OPIC in its project financing to Cinepax cinemas in Pakistan’s entertainment sector.
Acting as counsel to OPIC in its project financing to TPL Trakker in Pakistan’s information technology and telecommunication sector.
Acting as counsel to OPIC in an unconsummated project financing to a leading microfinance bank in Pakistan.
Acting as counsel to Wateen Telecom Limited on a full range of their corporate, financing, technology, regulatory, and acquisition related matters. This work has included, most recently, the execution of a complex asset-for-share and share-for-share transfer culminating in a joint venture between Wateen Telecom Limited and Augere Holdings (Netherlands) B.V. for the provision of wireless broadband internet services.
Advising a private international guarantee company in connection with the Islamic-law-compliant Sukuk bond issuance of one of Pakistan’s leading mobile telecommunication service providers and a major midstream oil and gas operator in Pakistan.
Acting as counsel in various land acquisition and leasing transactions involving the Lake City Project near Lahore.
Drafting, negotiating and finalizing all documentation relating to the Hyperstar Supermarket in Fortress Stadium, Lahore.
Acting for and advising the Tricon Group in a variety of their land acquisition transactions.
Acting as counsel to NIB Bank Limited in the negotiation, finalization and execution of a Software License Agreement with Temenos Headquarters SA covering a series of Core and Optional Modules of the renowned T24 Banking Solution.
Advising NIB Bank Limited in the negotiation, finalization and execution of a Services Agreement with National Data Corporation covering all aspects of the implementation of the aforementioned T24 Banking Solution.
Acting as counsel to Escorts Investment Bank Limited on a series of transactional and advisory matters, including syndicated financings, margin financing arrangements, software systems licensing, construction contracts, revising and updating the memorandum and articles of association, advising on miscellaneous contracts, and furnishing legal opinions on a variety of matters.
Acting as counsel to FourJay Aviation Limited in its acquisition of a Gulfstream G200 aircraft and on its dry leasing arrangement with Pakistan Aviators and Aviation (Private) Limited.
Acting as lender’s counsel in the refinancing of a Gulfstream G150 aircraft acquired by Al Jawahir Technical Pakistanian Contracting Company LLC.
Acting as counsel to Pakistan Aviators and Aviation (Private) Limited as lessee in the dry lease financing of a Gulfstream G150 aircraft and its registration/operation in Pakistan.
Acting as counsel to Pakistan Aviators and Aviation (Private) Limited in its purchase of a Hawker Beechcraft Corporation King Air B200 aircraft from CPM Air Charter (Pty.) Limited of South Africa under an international Pre-Owned Aircraft Purchase Agreement and a US-based escrow arrangement.
Acting as counsel to Carlina Aircraft Services Limited in the sale of a Cessna Citation Bravo aircraft to Al Jawahir Technical Pakistanian Contracting Company LLC under a UAE-based financing and escrow arrangement.
Acting as counsel to ALAFCO Aviation Lease and Finance Company (K.S.C.) of Kuwait in the proposed dry lease financing of ten Airbus A320-200 aircraft to Pakistan International Airlines including sale and handover of ten Boeing 737-300 aircraft.
Acting as counsel to the Securities and Exchange Commission of Pakistan in the restructuring of Crescent Standard Investment Bank Limited and its eventual merger and amalgamation with and into Innovative Housing Finance Limited.
Advising Kashmir Edible Oils Limited in its asset sale to Hi Tech Feeds.
Advising Nexlinx (Private) Limited in its acquisition of GOL Internet Services (Private) Limited by way of a combined share and asset sale.
Advising Hyundai Kohinoor Motors Limited in its asset sale to Dewan Farooque Motors Limited.
Advising the Securities and Exchange Commission of Pakistan in the drafting of the Real Estate Investment Trust Rules and the Private Equity Fund Rules.
Advising United Bank Limited on a series of financing transactions involving the electronics, textile, jute, cement, and paper & board sectors.
Advising Abacus Consulting Technology (Private) Limited as retained counsel on an ongoing basis in relation to their matters including contracts relating to implementation of SAP at major public distribution companies, two of the big five banks of Pakistan and a major engineering and construction company in Pakistan.
Advising one of the major knitting manufacturers in Pakistan in respect of its leasing arrangement in the Lahore Garment City.
Advising Buch International Hospital (Private) Limited in its tendering process for the construction of a state-of-the-art international hospital in Pakistan.
Advising Mehmood Group in its acquisition of Tritex Cotton Mills Limited.
Advising various franchisees in Pakistan in their acquisition of franchises from major international brands.
Acting as counsel to VA TECH HYDRO GmbH of Austria in an arbitration involving a dispute under a contract for the construction and installation of penstocks at the Ghazi Barotha Hydropower Project.
Advising major international commodity companies in the enforcement of their international arbitral awards in Pakistan.
Representing a major textile company in arbitration before Swiss Chamber of Arbitration at Lugano, Switzerland.
Acting as a lead recovery counsel to United Bank Limited, one of Pakistan’s five big banks, in handling a litigation portfolio of over Rs. 10 billion before various Courts in Pakistan.
Acting as Petitioner’s counsel before the Lahore High Court, Lahore, in challenging the levy of electricity surcharge. Judgment reported as 2011 CLD 292.
Acting as Petitioner’s co-counsel before the Lahore High Court, Lahore, in challenging the vires of the Finance Act, 2008.
Acting as Petitioner’s co-counsel before the Lahore High Court, Lahore, in challenging the vires of various provisions of the Sales Tax Act, 1990.
Acting as Petitioner’s counsel before the Lahore High Court, Lahore, in challenging the vires of various provisions of the Punjab Finance Act, 2013 (the levy of luxury tax).
Acting as Petitioner’s counsel before the Lahore High Court, Lahore, in challenging the vires of various provisions of the Federal Ombudsman Institutional Reforms Act, 2013.
Acting as consultant to USAID in its Financial Market Development Project for Pakistan in drafting an independent legislation on collateral management and warehousing companies in Pakistan.