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Norton Rose Fulbright advises lenders on Emirates NBD’s debut loan

Global law firm Norton Rose Fulbright has advised the book-runners and mandated lead arrangers on a US$1.75bn ESG-linked credit facility to Emirates NBD Bank PJSC (ENBD), involving a syndicate of leading international banks. This is ENBD’s debut ESG-linked loan and one of the region’s first sustainability-linked loans.

Bank of America and Emirates NBD Capital Limited were appointed as Global Coordinators and Sustainability Coordinators and ING Bank NV and HSBC Bank Middle East Limited were appointed as the Sustainability Advisors.

Evidencing its commitment to measurable environmental, social and governance (ESG) goals, ENBD has added sustainability metrics including gender diversity in senior management roles and water conservation to the pricing of its loan. The Norton Rose Fulbright team assisted with the review of the ESG performance requirements, advising the Mandated Lead Arrangers, and incorporating the ESG KPIs into the loan documentation.

The Dubai-based Norton Rose Fulbright team was led by banking and finance partner Nicholas Robinson, with advice on the ESG side from partner Louisa Lynch, head of Norton Rose Fulbright’s sustainability practice in the Middle East region. They were supported by associate Noren Bhulji.

Nicholas Robinson commented: “We are proud to have advised the lenders to Emirates NBD on this landmark ESG-linked credit facility, and expect this type of loan will be the first of many for the region as the world looks towards more sustainable financing options. Promoting sustainable finance ahead of 2030 is a $1.5 trillion focus for Bank of America, and this loan helps the bank work towards its aims to create a greener economy through lending, capital raising, advisory and investment services to help low-carbon and other sustainable businesses.”

Louisa Lynch added: “ESG continues to grow in importance for organisations, with 2021 seeing more and more businesses putting proper measurable objectives in place to track their ESG performance. This is a milestone for the region, and ENBD is truly market-leading in its efforts to track and add meaning to the strides it’s making in gender diversity and water conservation.”

Chambers Global 2021 highlights our cross-border strengths

Norton Rose Fulbright ranked first among all law firms with 18 ranked lawyers in the Chambers Global 2021 global-wide practice rankings, as well as standing in the top 10 for total number of global-wide departmental practice rankings, practice rankings across all categories and lawyers ranked overall.

The firm earned 22 global-wide practice rankings, and was ranked in 185 practice areas across all categories, including global-wide and country-specific. The 185 practice area rankings include 16 top tier rankings in China, Greece, Malaysia, Morocco, Myanmar, the United Kingdom, the United Arab Emirates and the United States.

A total of 234 Norton Rose Fulbright lawyers were individually ranked as leaders in their field. The firm also picked up six new departmental rankings in Africa, Latin America, Russia, the United Kingdom and United States.

In its analysis, Chambers cited clients who provided feedback on the firm’s work, praising its extensive global reach.

“The (Norton Rose Fulbright) international network has become an increasingly important component of their service delivery as cross-border business grows,” one client told Chambers. Another praised the firm’s “ability to function seamlessly with team members in different offices and across time zones.”

A full list of our rankings is available online.

New partner hire for Dubai corporate team

Global law firm Norton Rose Fulbright has strengthened its corporate offering in the Middle East with the hire of new partner Kayaan Unwalla.

Kayaan joins from DWF, where he was partner and head of corporate (Middle East). He advises clients on matters including cross-border transactional M&A, joint ventures, government contracts, commercial agreements and regulatory advice within the technology, defence, security, and industrial sectors.

Kayaan will join existing corporate partner Adjou Ait Ben Idir, who heads up Norton Rose Fulbright’s corporate/ M&A practice in Dubai, and is recognised for her experience in advising on complex local and international mergers and acquisitions, privatisations, private placement and joint ventures in various sectors including energy, financial institutions (in particular insurance) and real estate. She also heads up the firm’s Cyber Response Team in the Middle East and has a wealth of experience in cybersecurity related crisis management and corporate governance matters.

Deirdre Walker, head of Middle East at Norton Rose Fulbright, comments: “We welcome Kayaan to the team. Recent changes to legislation and regulation across the UAE – including the overhaul of the foreign direct investment regime in the country – make going into business in the UAE much easier for international investors who were previously excluded from the region. This shift is likely to increase confidence in the business environment and we may consequently see an uptick in corporate and M&A activity in the region. As such, Kayaan, Adjou and their teams of associates are well-placed to advise clients that are looking to capitalise on new opportunities that have arisen.”

Eversheds Sutherland strengthen projects offering in the Middle East

Eversheds Sutherland has appointed project finance lawyer, Ashley Halewood, as a partner in its Projects team in Dubai. Ashley joins the firm from Linklaters’ Energy & Infrastructure team in Dubai.

With nine years’ experience working in the Middle East, Ashley has advised on a number of high profile transactions in the infrastructure, renewables, oil & gas, petrochemicals and power and water (IWP, IWPP and ISTP) sectors across the MENA region.

He has represented sponsors, developers, commercial lenders, Islamic finance institutions, ECAs and multilateral agencies, in all aspects of project financing, including bids, acquisitions and disposals.

Ashley is named as a ‘Rising Star’ by The Legal 500 in the Infrastructure and Projects (including Project Finance) sector.

Keri Rees, Co-Head of Global Company Commercial, Eversheds Sutherland said: “We’re thrilled to welcome Ashley. His appointment builds on our existing offering in the Middle East, enhancing the capability we already offer to our clients through the technical excellence and wealth of experience that he brings. Whilst Middle East focused, Ashley is part of a global team and it’s great to see this develop with Ashley already connected with colleagues in London, Paris, Germany and Asia in particular. Despite these challenging times, having Ashley on board reaffirms our ongoing long term commitment to meeting the needs of our clients and the increasing demand for service excellence.”

Nadim Kayyali, Regional Head of Eversheds Sutherland’s Corporate and Commercial team in the Middle East commented: “Ashley is a superb lawyer, with a proven track record in the region and his appointment reflects the investment in talent that the firm has made in the Middle East over the past couple of years. He brings with him a wealth of technical experience and client relationships which will develop further our existing projects teams in Dubai and across the region in Tunisia, Qatar, Jordan, UAE and KSA. We are committed to the growth of our practice in the Middle East, and supporting the strategic growth and strength of our global projects offering, and it is my pleasure to welcome Ashley to our team.”

Ashley Halewood commented: “I am delighted to be joining such a highly reputable team, building on what is already a strong offering in the Middle East, and a great platform from which to grow and strengthen my relationships with clients. It’s an interesting time to be joining Eversheds Sutherland amid our clients’ obvious concerns around COVID-19 and its impact on, amongst other things, the energy and infrastructure sectors. I look forward to working as part of the team to help find innovative solutions to our clients’ challenges and opportunities.”

Electronic Insurance Regulations Issued

The United Arab Emirates (UAE) Insurance Authority recently published the Insurance Authority Board of Directors’ Resolution No. 18 of 2020 on Electronic Insurance Regulations dated 27 April 2020 (“the Regulation”). The first draft of these regulations was published in January 2019, and after public consultation and discussion, a revised draft was published in December 2019, which has now been finalised. The Regulations and the timing of it are very relevant in the current circumstances, i.e. the impact of COVID-19 and the social distancing measures by the government, marketing, and solicitation of insurance by physical means is at an all-time low.

The term electronic has been widely defined as anything relating to technology having electrical, digital, magnetic, wireless, visual, electromagnetic, automated, optical or similar capabilities. The scope of the Regulations extend to all electronic and smart insurance operations carried out on the internet address of the company, social media such as Facebook, Linkedin, multimedia such as YouTube, Instagram, blogs, applications such as google doc, Wiki, AI-based systems, text messages, instant chat channels, smart applications, etc.

All insurance companies and related businesses such as insurance agents, actuary, broker, surveyor, insurance consultant, carrying out operations through electronic mode, require prior approval from the Insurance Authority. The application for such approval must be accompanied by an action plan for electronic operations, approved by the Board, and contain analysis of the risk, projected volume and contingency plan for the electronic operations.

Life insurance policies with investment components cannot be transacted online, while the sale of life insurance policies with standard underwriting (less the investment component), such as term life is allowed. Health and general lines of business on property and liability risk, including marine cargo insurance can all be sold online and are subject to the Regulations.

The website of the insurance companies must be maintained by the IT department of the company, but if the management of such a website is being outsourced to a third-party, then prior approval of the Insurance authority must be obtained in this regard. Insurers currently use multiple online platforms for online marketing and selling, often procured through third-party entities. The intent of the Regulations is to capture and regulate, where possible all such third-party entities who are engaged in insurance distribution.

The Regulations also put much impetus on provisions of information security and also requires that storage of data must be in the UAE. It is however not clear whether the Regulations require any Cloud server to be based within the UAE.

In addition, the Regulations recognise that the electronic platforms and systems of the companies may not be developed enough to carry out these operations and hence allow outsourcing of electronic operations for this purpose. The Regulations also allow usage of third-party websites for sale of insurance but require the prior consent of the Insurance Authority to be obtained for any such arrangements.

The Regulations also recognise, for the first time, the “Price Comparison Websites” and interestingly state that only an insurance broker can deal with a price comparison website. The Regulations also require Price Comparison Websites to be registered with the Insurance Authority and a copy of the agreement signed between Insurance Broker and Price Comparison Websites must be shared with the Insurance Authority. The prerequisites for registration of Price Comparison websites has also been listed in the Regulations but state that the application for registration must be made in accordance with the applicable regulations, implying that the Insurance Authority may be issuing further regulation on Price Comparison Websites shortly.

The Regulations state that the provisions shall apply from the date of publication of Regulations in the official gazette, but also allow insurance companies and insurance-related professions a time period of 6 months from the date of publication in the official gazette to align their position and operations with the Regulations.

While the recognition of Price Comparison Websites is a step in the right direction from the UAE Insurance Authority given the global trends in this regard, the requirement for a Price Comparison Website to deal only through a broker creates an extra layer of regulatory requirement and therefore unnecessary costs, the benefit of which could have been passed on to end customers in the absence of such requirement. Nonetheless, insurance markets globally have noticed a surge in demand for insurance policies through online mode and therefore this Regulation brings much-needed clarity, which will help in further growth of the UAE insurance market.

Extension granted for filing of VAT returns with FTA

The Federal Tax Authority (FTA) has issued a directive extending the filing date for their VAT Return for the Tax Period ending 31 March 2020, from 28 April 2020 till 28 May 2020. The payment of the VAT due for this Tax Period will also only be payable on 28 May 2020. This extension should provide an extended period for Taxable Persons to collect payments for Tax Invoices due to them to allow them to meet their VAT obligations to the FTA.

The FTA further announced that the extension will also apply to Taxable Persons that lodge monthly VAT Returns and that the VAT Return and payment of the VAT due for the Tax Period from 1 March 2020 till 31 March 2020 will also only be due on 28 May 2020.

The abovementioned directive from the FTA will only pertain to VAT Returns for the Tax Periods that ended on 31 March 2020, and does not affect any other Tax Periods where the deadline for filing Tax Returns and settling of payable taxes does not fall in April 2020.