Private Equity & Capital Markets

Private Equity, Funds and Security Regulation

Our lawyers have extensive experience advising on the establishment and marketing of funds, foreign securities, and investment products in Oman and across the GCC, along with a wide range of regulatory and compliance issues. We have provided counsel to private equity managers, local and international investment managers, banks, financial institutions, and both open and closed-ended funds, as well as pension funds on various matters. Our regional team has also been actively involved in Dechert LLP’s World Compass subscription, serving as the Oman resource. This subscription offers investment firms 24/7 access to clear, global marketing and distribution guidance, as well as insights on beneficial ownership reporting requirements. Additionally, we have represented regulated entities in matters related to compliance and regulatory investigations.

Capital Markets & Corporate Finance

We have extensive experience advising companies throughout the initial public offering (IPO) process, including the listing of shares on the Muscat Stock Exchange and the listing of units in both open and closed-ended local investment funds. Our lawyers have represented both closed and public joint-stock companies in matters such as bond issuance, rights issues, private placements, and capital restructuring. We have also been involved in due diligence, reviewing, and finalizing prospectuses and issue documents.

Our practice regularly addresses issues related to securities, insurance, investment funds, and international financial investment products, as well as the associated regulatory considerations. We have significant expertise in advising both international and local funds and companies on structuring the marketing and sale of cross-border financial products, securities, insurance products, and insurance underwriting activities.

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Notable Matters Undertaken by our Lawyers

• Advised two commercial banks in Oman on the issuance of their capital market instruments, including compliance with local regulatory requirements.
• Acted in the acquisition and merger of two non-banking finance institutions in Oman, providing support with due diligence, drafting and negotiation of the merger agreement, and securing approvals from the Central Bank, Capital Market Authority, and Ministry of Commerce and Industry.
• Advised multiple independent power producers (IPPs) in Oman on a combined US$738 million equity bridge debt conversion, including obtaining regulatory consents and approvals from relevant authorities.
• Provided regulatory advice to an international banking group in connection with the pre-acquisition phase of its acquisition of a controlling stake in an Omani financial institution.
• Acted in connection with the enforcement of a share pledge over 161 million shares in a major Omani public company, securing obligations under a US$620 million structured financing involving a pre-paid share forward and equity swap.
• Advised on the corporate restructuring of a utility company in Oman, including its conversion from a public joint stock company to a closed joint stock company, capital increase, and private placement of shares, as well as the delisting process from the national securities exchange.
• Assisted in the share transfer process related to the majority acquisition of a power company by a government-owned holding entity.
• Provided legal support in the initial public offering of an open-ended equity investment fund, including review and amendment of offering documents and key agreements in line with local laws and regulatory requirements.
• Advised on the corporate conversion and delisting of a manufacturing company from a public to a closed joint stock company, including conducting due diligence and drafting the memorandum of conversion.