• DHAMAN (1) cooperation & partnership Agreement with Ministry of Health
The Project sets out the obligations and rights of DHAMAN and the Kuwaiti Ministry of Health and includes the Ministry’s role in overseeing DHAMAN activities to provide health care services to 3/2 of Kuwait populations.
Drafting the terms and conditions of the Agreement, in accordance with DHAMAN related governmental approvals, in cooperation with legal department of Ministry of Health.
Obtain all required approvals for this Agreement from concerned official authorities, i.e., Council of Ministers- Legal Advice & Legislation Department and State Audit Bureau of Kuwait.
• Hospitals Construction Tender
To qualify and chose a contractor for the Design, Build, Equip and Operational Maintenance of two hospitals, with 300 beds capacity in each hospital. The total contract value was KD 162,000,000.
Member of the Tender Committee. The Committee was responsible for preparing the Tender Documents, receiving Contractors bids, assessment, and scoring of Contractors proposals from the technical and financial side.
Responsible for observing and monitoring the Tendering process from legal and compliance side, and make sure the Tender is run in accordance with DHAMAN’s policy & procedures.
Reviewed and advised on all the Tender legal documents, including, the Request for Proposal (RFP), Legal conditions of the construction contract, bidders guarantee and bonds.
• Due Diligence for Acquisition of Public Services Company “Khadamat”
Khadamat is a closed shareholding company, acting exclusively on behalf of Kuwait Government to conduct medical screening for expatriates, coming to Kuwait, in their countries, Egypt, India, and Jordan. In addition, Khadamat is the exclusive provider for health assurance subscriptions (cards) on behalf of Kuwait Government for all expatriates in Kuwait.
Conducted full and thorough legal due diligence, that include:
Review and investigate on all Khadamat assets and documents, inclusive of, without being limited to, constitutional documents, bylaws, BOD meetings and documentation, Management contracts, Key personnel contracts, assets, subsidiaries, legal cases, liabilities and contract with third parties (including contracts with governments).
Issue a full legal due diligence report to the management of the acquirer.
• Al-Argan (2) Salmiya Project: Long Lease Contract “BOT” 2012.
Led the negotiations with the landlord discussing the duration and conditions of the BOT contract.
Drafted the BOT agreement, including apendecies, and structured the project legal form by special SPV’s for owning and managing the project.
• Al-Argan Bond Issuance 2012.
Al-Argan issued a Bond issue of the value of KD 26.5 Million in cooperation with investment banks, external law firm and wealth management entities (Bond Management).
Coordinated between Bond Management parties and follow up on the Bond issuance process.
Drafting, reviewing, and amending all Bond’s documentation, with respect to engagement Letter with the Bond Management, Bondholders Association Bylaws, Fiscal and Paying Agency Agreement, Prospectus & Terms and Conditions.
• Establishing the Legal Department of Al-Argan
Established a full-fledged legal department and its logistics by including legal consultant, legal researcher, office secretary and paralegal.
Training and developing all personnel in the said department.
• Sale and Purchase of Al-Argan Projects Company K.S.A
Responsible for all legal matter concerning the exiting of Al-Argan Project Company K.S.A. by Al-Argan Group.
Reviewing and drafting sale and purchase agreement, warranties, undertaking, and payment agreement.
Follow up on transferring of shares and managing the sales and purchase transaction structure throw creating a Fund in K.S.A.
• Acquisition of Mövenpick Al-Bedaa Hotel.
Undertook detailed acquisition negotiation.
Reviewed, and amended the Hotel Management and Operation Agreement with the five stars’ hotel operator.
• Global (3) Entities mergers of estate and managed assets by establishing different entities controlled by Global in GCC and MENA region.
Prepare and perform all legal dissolution/merger procedures starting from preparing a report on the best decision to take from legal point of view (dissolution or merger), compiling all documentation of the entity, contact and discuss with local agents in the entity’s domicile to ensure all legal aspects have been addressed, drafting necessary dissolution/merger legal documents (GAM meeting, Power of Attorney, SAP contract …etc.) follow up on real estate ownership transfer after dissolutions/merger and agree with external auditors and external lawyers when necessary.
• Global Restructuring Fund.
Tackled all legal related issues of revising, drafting, and amending the Fund documentation, such as: Bylaws of the Fund Board, Ownership Agreement, Fund Terms and Conditions and Fund PPM.
• Bank of Kuwait and the Middle East Conversion into an Islamic Bank
Participate in revising and redrafting of all documents and transaction of Bank of Kuwait and the Middle East, a conventional bank, for the purpose of conversion into an Islamic bank.
Definitions:
(1) Health Assurance Hospitals Company “DHAMAN” K.S.C.P (Kuwait)
DHAMAN is a PPP company (Public Private Partnership) formed under Council of Ministers Decree to Privatize the Healthcare Service in Kuwait and take of some of the Burden off the Ministry of Health. The company is established as a PPP company with 26 shares from the private sector, 24% shares from the Kuwaiti Government and 50% share for the Public.
(2) Al-Argan Group (Kuwait)
ALARGAN was established in Kuwait in 1994 and listed on the Kuwait Stock Exchange in 2007. The group included subsidiaries for contraction, real estate, hospitality, project management, property sales, brokerage and landscaping, in Kuwait and GCC. ALARGAN has developed strategic partnerships in Oman 2003, Bahrain 2005 and Saudi Arabia 2006.
(3) Global Investment House Company K.S.C.C «Global» (Kuwait)
Global was established in 1998, for asset management, investment banking, brokerage, and real estate.
