Middle East

The Practice

Arthur Cox acts for new and existing clients from the Middle East looking to invest and do business in and through Ireland, as well as Irish and international clients seeking to invest and establish operations in the Middle East region. Our expertise and experience includes listing services, leasings, subsidiary holding companies, Islamic finance, Sharia compliant investments, personal trust structures, financing and investment funds.

The Irish Financial Regulatory Services Authority (the “Financial Regulator”) has established a regulatory unit for authorising Sharia compliant investment products in Ireland. The Financial Regulator has confirmed that it will proactively engage with its regulatory counterparts in the Middle East, North Africa and other jurisdictions. Ireland currently has double taxation agreements with Armenia, Bahrain, Cyprus, Egypt, Israel, Kuwait, Qatar, Saudi Arabia, Turkey and the United Arab Emirates.

The Irish Revenue Commissioners have approved Sharia compliant funds that utilise Irish fund structures. More recently, legislation and the Irish Revenue Commissioners provide guidance on ijarah arrangements, takaful (insurance) and retakaful (reinsurance) arrangements and family (life) takaful arrangements. Broadly, ijarah arrangements are treated in the same way as an operating lease, finance lease or hire purchase agreement depending on their individual features. This means that all of the benefit of Ireland’s favourable leasing regime will apply to these structures.

The listing of the first Sukuk transaction on the Irish Stock Exchange (the “ISE”) in 2005 enhanced Ireland’s profile in the global Islamic finance industry and is a perfect illustration of the flexibility of the ISE towards Sharia compliant products. Arthur Cox was responsible for listing the first Islamic Finance Programme on the ISE in 2007, the Oasis Certificate Programme arranged by Citibank.

Ireland has earned a reputation as being an important centre for financial services by offering a number of financial solutions for investment structures which operate both within and outside the European Union. This strategy has been very successful for European, Southeast Asian and North American Investors.

Ireland is a member of the EU and the only English speaking member of the Eurozone. In addition it is a founder member of the OECD. Like the UK and the US, Ireland is a common law jurisdiction and its legal concepts will be recognised by most investors. It is a good location for private wealth management and succession rights.

Expertise

Listings

Arthur Cox provides listing services through Arthur Cox Listing Services (“ACLS”), which was approved by the Irish Stock Exchange (the “ISE”) as an authorised sponsor in early 2004 to provide listing services for specialist debt securities and investment funds.

ACLS has been involved in the listing of Islamic Finance Securities since 2006 and has valuable knowledge and expertise in listing these products. In addition to listing Islamic Finance Securities, ACLS has in-depth experience of listing specialist debt securities and investment funds on the ISE and has a world-wide client base, covering Europe, the United States, Russia, Asia and the Middle East. ACLS has been the leading listing agent by volume for the ISE for the last three years.

Leasing

Arthur Cox has considerable experience in setting up leasing platforms in Ireland, acting as Irish legal and tax advisors to lessors and lessees and advising on domestic and cross-border leasing transactions, contractual and corporate issues and joint ventures. We have advised on the tax and legal aspects of many tax-based structures, joint ventures and a range of corporate and contractual structures.

Subsidiary Holding Companies

Ireland’s holding company regime provides attractive and efficient solutions to Middle Eastern investors who wish to use Ireland as a base to invest in Europe or North America or as a means of managing their assets and/or risks. By virtue of its favourable tax and corporate laws, its network of double tax treaties and its status as an EU/OECD member, Ireland is the ideal location for the establishment of a holding company, whether regional, intermediate or as the top holding company of a group.

Family and Personal Trust Structures

Ireland has a very well-developed infrastructure and legal system in relation to trusts. There are significant tax and planning benefits with using an Irish trust. Personal trust arrangements can be structured and managed in Ireland, which can interact with Irish holding companies and finance companies to achieve the benefits generated by companies and deliver them to personal arrangements.

Financing

Our experience ranges from plain vanilla funds and financing structures to innovative and highly structured products. Special purpose vehicles (SPVs) for structured finance transactions, including financings for international groups, repackagings, synthetic and cash flow CDOs, asset-backed commercial paper programmes, securitisations, LPN structures and a host of other financing transactions are common place in Ireland.

As part of this practice area we also advise on commodity, foreign exchange, inflation, index linked, interest rate, credit and equity derivatives as well as repo and stock lending agreements across the range of industry documents including ISDA, GMRA, GMSLA, IFEMA, FOA, TBMA, OSLA with related collateral arrangements.

Funds

Arthur Cox’s Asset Management and Investment Funds Group is a market leader, advising on all aspects of investment management issues and the establishment and ongoing operation of investment funds in Ireland. Established in 1990, the Group consists of a very experienced team that is “well resourced and thorough” and continues to demonstrate its in depth understanding of all types of investment funds, including UCITS, QIFs, hedge funds, private equity funds and property funds. The Group’s reputation for expertise and innovation is endorsed by an impressive client list which consists of many leading international financial institutions, investment banks and asset management companies. Arthur Cox has experience in establishing funds which are compliant with Sharia Law, including equity funds and Morabaha transaction funds.

Experience

Our Middle East transactions include:

  • Listing Qtel International Finance Limited’s US$3 Billion Global Medium Term Note Programme on the ISE. It’s notes are guaranteed by Qatar Telecom (Qtel) Q.S.C.
  • Acting for EFG-Hermes MENA Securities Limited and its Securitised Holding Abwab Market Access Limited (SHAMAL) Notes Programme listing on the ISE. Its Notes are guaranteed by EFG-Hermes Holding S.A.E.
  • Advising Emirates NBD Auto Financing Limited on listing its Notes on the ISE. The Notes are guaranteed by Japan Bank Corporation.
  • Listing SIB Sukuk Company III Limited’s Trust Certificate Issuance Programme on the ISE. The Notes are guaranteed by Sharjah Islamic Bank PJSC.
  • Acting for DIB Tier 1 Sukuk Limited in listing its Certificates on the ISE. The Certificates are guaranteed by Dubai Islamic Bank PJSC.
  • Listing Batelco International Finance No.1 Limited’s Notes on the ISE. The Notes are guaranteed by Bahrain Telecommunications Company B.S.C.
  • Advising Commercial Bank of Dubai P.S.C. on listing its Euro Medium Term Note Programme on the ISE.
  • Acting for The Kingdom of Bahrain, through its Ministry of Finance, listing its Bonds on the ISE.
  • Listing Ruwais Power Company PJSC’s Bonds on the ISE.
  • Advising Oasis Certificate Programme Limited on its listing of the Oasis Certificate Programme on the ISE.