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Herbert Smith Freehills advise Abu Dhabi Financial Group LLC on its successful reverse listing/merger with SHUAA Capital PJSC

21 August 2019 | Dubai
Deals and cases

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Herbert Smith Freehills advised Abu Dhabi Financial Group LLC (ADFG) on its successful reverse listing/merger with SHUAA Capital PJSC (SHUAA), creating one of the largest financial services providers in the Middle East. The transaction was completed in August 2019. 

ADFG is a leading global investment group with a varied investor base including sovereign wealth funds, financial institutions and family offices. It was established in Abu Dhabi in 2011 and has offices in the UAE, UK and Eastern Europe. 

SHUAA Capital is a financial services provider specialising in investment banking, trading, capital markets, credit and asset management and was established in Dubai in 1979 with offices in the UAE, the Kingdom of Saudi Arabia and Egypt and other locations. 

This landmark transaction utilised the "strategic investor" route which was introduced as part of the changes to the UAE companies legislation in 2015. 

The merged group will offer significant additional benefits to all stakeholders including (i) access to a customer centric full service platform with improved distribution capabilities, (ii) capitalising on a track record of success to strengthen positioning and performance, (iii) providing a growth engine for accelerating asset management leadership through leveraging the existing platforms, and (iv) enhancement of shareholder returns through diversification of revenue streams and realisation of synergies. 

Herbert Smith Freehills advised on legal due diligence, financial services and public company regulations, liaising with and submitting documents and requests to regulators (including the SCA and DFM), drafting and negotiating the transaction documents, including the merger agreement, shareholder circular and other ancillary documents. 

Haitham Hawashin, corporate partner, Dubai, commented: "We are privileged to work with ADFG in the establishment of a significant regional financial services group. Our cross-practice and multi-jurisdictional M&A, capital markets, regulatory and finance teams greatly enjoyed working with the ADFG team on this innovative transaction. It demonstrated our firm's public company M&A expertise and our dexterity in dealing in matters in both English and Arabic. We were able to leverage our strong relationships with local regulators to obtain crucial approvals to facilitate the strategic investment and ensure speed of execution." 

The Herbert Smith Freehills Dubai based deal team was led by Dubai based corporate partner Haitham Hawashin, supported primarily by senior associates Chris Walters and Noor Al Heialy, and associate Jermaine Alexander. Financial services regulatory advice was provided by senior associate Natasha Mir and senior associate Aditi Sanyal provided advice in relation to financial facilities and security arrangements. 

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