Yousef advise clients on complex corporate and commercial structures and transactions in relation to joint ventures, corporate restructuring, M&A, equity capital markets and commercial transactions (including franchise, distributorship and agency). This includes negotiating and drafting the terms and conditions of agreements and documentations related to any of the said transactions both in English and Arabic such as commercial contracts, due diligence reports, shareholders’ arrangements, sale and purchase agreements, acquisition finance, IPO prospectus and other legal documents necessary to carry out corporate/commercial transactions.

Yousef further assist clients on other various corporate matters including incorporation of different legal entities, shareholders and board meetings and resolutions, ordinary and extraordinary general assemblies, corporate governance, disclosure and transparency requirements, and regulatory compliance; in addition to advising on, and drafting required agreements and documentation related to, employment arrangements with senior executives and management, intellectual property rights, information technology services, franchise, transfer of technology, commercial agency, and distribution agreements.

Education

  • LLB, Ain Shams University School of Law – Egypt, 2008
  • LLM, Indiana University School of Law – USA, 2011
  • ICA Advanced Certificate on Anti-Money Laundering, 2016

Professional Memberships

  • UK Roll of Solicitors;
  • UK Solicitors Regulatory Authority;
  • Egypt Bar Association; and
  • Egyptian Court of Appeals

Recent Experience

Corporate

  • Represented Emaar on the merger between Emaar Properties and Emaar Malls and increasing the share capital of Emaar Properties to USD 2.2 billion.
  • Represented Emaar on the sale of 80% of its Downtown District Cooling to Tabreed for AED 2.48 billion.
  • Represented Abu Dhabi National Hotels on the acquisition of Address Downtown, Address Dubai Mall, Address Marina, Manzil Downtown and Vida Downtown for USD 598 million.
  • Represented Gulf Medical on the sale of Al Zhara Hospital in the Emirate of Sharjah for AED 2.06 billion.
  • Represented Gulf Capital on the acquisition of a substantial stake in a Dubai based auctions business platform for more than AED 350 million.
  • Represented Centurion Investment and KBBO Group on the cross-border acquisition of 100% of Cosmesurge and Emirates Hospital Group, for AED 475 million, and on its acquisition finance for AED 330 million. The target group had branches all over the UAE, Oman and Kuwait.
  • Represented a major telecommunications company and a sovereign fund on structuring the SPV that acquired 53% of an African telecommunications company, and on the AED 13.7 billion capital increase of the said SPV.
  • Represented IBM on their JV with Mubadala to incorporate a UAE technology solutions company.
  • Represented an Abu Dhabi based client on the acquisition of 100% of GEMACO Interiors LLC, an interior design group, for AED 16 million.
  • Represented an Abu Dhabi based client on the acquisition of 100% of TeleLink Group, a telecommunication group, for AED 15 million.
  • Represented an Abu Dhabi client on a cross boarder acquisition of 50% of a FMCG group based in Abu Dhabi for AED 200 million.
  • Represented Heinz on the corporate restructuring of its group in Egypt. The restructuring included the capital increase of EGP22 million, the outgoing of a majority stakeholder, sale of minority shares to Heinz sister companies, incorporating new subsidiaries and obtaining the necessary licenses.
  • Represented a market leading interior fit out company on the EGP 52 million refurbishment project of Fairmont Heliopolis. Advice included handling the tendering process, incorporation of the company’s branch and membership listing at the EFCBC, reviewing the FIDIC Refurbishment Contract, issuing the EGP 50 million L/G, and advising on all employment, tax and insurance matters related to the project.

Equity Capital Markets

  • Represented ADNOC Distribution PJSC on the initial offering and listing of its AED 4.8 billion shares on the Abu Dhabi Securities Exchange, in relation to an AED 32 billion capitalisation, the largest IPO in Abu Dhabi for more than a decade and the highest share value multiples ever in the history of the UAE’s capital markets, amounting to more than 31 multiples of the par value per share.
  • Represented Emaar Development PJSC on the initial offering and listing of its AED 3.125 billion shares on the Dubai Financial Market.
  • Represented Ithmaar Holding B.S.C. on dual listing 20% of its USD 757 million shares on Dubai Financial Market.
  • Represented a Dubai based holding company on issuing an AED 1.2 billion convertible bonds by one of its publicly listed subsidiaries.
  • Represented Union Cement Company PJSC on its conversion into a private joint stock company, delisting its shares from Abu Dhabi Exchange, redemption and squeezing-out process of minority shareholders and the sale of the majority stake of shares for approximately USD 305 million.
  • Represented United Arab Bank PJSC on their Rights Issue and Capital Increase for AED 687.5 million and therefore increasing the share capital of the company to be AED 2.063 billion.
  • Represented Gulf Navigation Holding PJSC on their Rights Issue and Capital Increase for AED 367.5 million and therefore increasing the share capital of the company to be AED 919.2 million.

Debt Capital Markets

  • Represented Emaar Properties on updating its USD 2 billion sukuk programme and the issuance of a total of USD 1 billion of sukuk in 2019 and 2021.
  • Represented Dana Gas, an UAE listed company, in the restructuring of a US$700 Million Sukuk, which has both a convertible and non-convertible tranche of US$ 350 Million each.

Banking & Finance

  • Represented Emaar Properties on its Islamic revolving credit facility with Dubai Islamic Bank for USD 1.5 billion.
  • Represented Emaar Malls on its Islamic revolving credit facility with Dubai Islamic Bank for USD 2 billion.
  • Represented Emaar Development on its Islamic revolving credit facility with Dubai Islamic Bank for USD 1 billion.
  • Represented Emaar Properties and Emaar Malls on its Islamic mudaraba facility with Dubai Islamic Bank and Emirates Islamic Bank for USD 500 million.
  • Represented Emaar Properties on its conventional revolving credit facility with Abu Dhabi Commercial Bank for USD 1 billion.
  • Represented Emaar Malls on its conventional revolving credit facility with Abu Dhabi Commercial Bank for USD 1 billion.
  • Represented Emaar Turkey on restructuring its secured facility with Standard Chartered Bank, HSBC and Emirates NBD for USD 500 million.
  • Represented ICT (the Borrower) in relation to the facility restructuring of approximately AED 1.5 billion from ADCB.

In-House

Headed Emaar International Legal, by way of managing  several teams of approximately 50 lawyers and leading on Emaar transactions, litigations and arbitrations in Egypt, India, Pakistan, Turkey and Saudi Arabia.

Publications

  • Globallegalinsights.com: United Arab Emirates Initial Public Offerings 2018
  • Lexology.com: An Overview of the New Governance Rules in the UAE: Parts I to IV
  • Lexology.com: Equity Capital Markets in the UAE and DIFC
  • Lexology.com: Listing equity securities in the UAE and DIFC
  • Lexology.com: Initial Public Offerings in the UAE and DIFC
  • Lexology.com: Prospectus requirements for equity securities offerings in the UAE and DIFC
  • Chambers Global Practice Guides Merger Control – Contributor and author of the Kuwait, UAE, KSA and Qatar chapters

Languages

  • Arabic
  • English