Agility’s USD 4.5 billion ADX Debut – Lawyer Monthly | Legal News Magazine

Agility’s USD 4.5 billion ADX Debut

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Agility Global is a multi-business operator in over 70 countries providing essential services whilst contributing to the economies of the countries. The group included Menzies Holding Limited, Tristar Transport L.L.C. and Agility Logistics Parks.

Agility Public Warehousing Company KSCP has now developed its direct listing on the main market of the Abu Shabi Securities Exchange involving Agility’s subsidiary, Agility Global PLC.

This is a substantial milestone for Agility’s journey toward growth and their strategic goals. The transaction involved the segregation and restructuring of agility’s strategic worldwide assets into agility global. A technical listing of Agility Global on the ADX as well as a in Kind distribution of 49% of the total shares in Agility Global to the shareholders.

Meysan used their expertise in navigating complex legal transactions and its commitment to client success to provide legal counsel to Agility. The team was led by Bader El-Jeaan and Tarek Yehya with Mohammed Abdulwahed, Omar Yousif and Lama Abou Ali offering valuable counsel.

Q&A with Bader El Jeaan and Tarek Yehya

 

Can you walk us through the strategy for this transaction and if there were any ways in which this had to be adapted throughout the process?

The strategy is to always look for opportunities enhancing shareholders’ value. At this time, a more innovative and creative structure had to be deployed to ensure that all shareholders access the direct benefits of the listing on ADX.  This objective had to be achieved through a unique type of divesture of assets where part of the key assets were transferred to the new company to ensure that the company has a value to make it eligible for listing. On the other hand, the shareholders of the company each acquired shares in the listed company as part of the in-kind dividends’ distribution. The distribution value had to be equal at least to the value of the company ready for listing. We have utilised the recorded retaining earnings.

We have to empower individuals to be able to lead their own streams responsibly and seek to put their full skill sets into play.

What roles did you play in leading your team for this transaction and what do you believe is the most important part of leading a skilled team?

I think the appeal of the transaction itself is one key driver for motivation in any team. That the team is working on a unique transaction whether in value, exposure and level of complexity are also key drivers. In complex transactions, the stakes are usually very high, and the margin of error is nearly zero.  We have to deliver high quality advice around the clock on a very brain power demanding transaction with consistent focus. So I believe what is key is to be sensible as team leader and trust the team members around you with their tasks and level of performance and thinking. We have to empower individuals to be able to lead their own streams responsibly and seek to put their full skill sets into play.

 

As part of your team you had skilled counsellors, what roles did each of them play and how does having a team you can trust impact your responsibilities?

We are lucky at Meysan to be able to build this diversified team with each lawyer equipped with a unique skill set. In a transaction of this scale, I won’t overstate by saying that we had to explore every consideration whether relating to corporate, capital markets requirements, merger-control regulations, spinoffs and divesture structures, adding to it, stakeholders’ exposure, fiduciary duties and so many other liability concerns. So, a full team of experienced lawyers from different practices came together to deliver the outcome.

 

Bader Al Jeaan – Managing Partner – managed the structuring of the transaction and the relationship with key government stakeholders

Tarek Yehya – Partner (Capital Markets) – led the team working on the transaction and advised on all capital markets and corporate aspects

Mohammed Abdulwahed – Senior Counsel (Disputes) – advised on potential liability and risks pertaining to the transaction and prepared defense’s and contingency plans

Lama Abou Ali – Counsel (Capital Markets) – led key streams including corporate governance and approvals, regulatory compliance and approvals, drafting of the transaction documents, advising on risks and mitigation actions pertaining to the transaction and assisting the client with the implementation steps

Omar Youssef – Counsel (Disputes) – advised on potential liability and risks pertaining to the transaction and prepared defense’s and contingency plans

 

How do you think your law firm was the best to handle this project and what unique skills does your team offer their clients?

Our law firm was uniquely qualified to handle this transaction for a number of reasons and factors: firstly, our extensive experience in handling complex cross-border transactions involving intricate local regulatory requirements, particularly in the sectors relevant to this transaction; secondly, the team who worked on this transaction is composed of experts who specialise in local and regional capital markets, restructuring, regulatory compliance, corporate, and other sophisticated fields, add to that our  longstanding familiarity with Agility’s business, having been our first and oldest client. The trust Agility places in us, coupled with our presence in both Kuwait and the UAE and the work alongside the experienced team of White&Case who brought in their skills, knowledge and know-how, enabled us to manage the transaction effectively in the two key markets affected. Further, we offer a unique blend of legal knowledge, industry knowledge, and strategic thinking that enabled us to adopt a strategic approach, anticipating risks and implementing robust mitigation actions, ensuring we could adapt to the dynamic nature of the transaction. This combination of legal expertise, strategic insight, proactive approach and regional presence, combined with a track record of successful listings, positioned us as a trusted partner to Agility capable of delivering exceptional results and leading this transaction to successful fruition.

The trust Agility places in us, coupled with our presence in both Kuwait and the UAE and the work alongside the experienced team of White&Case who brought in their skills, knowledge and know-how, enabled us to manage the transaction effectively in the two key markets affected.

With your wealth of experience in areas such as public IPOs, joint ventures and more how does each case take a different level of skill and what does each client teach you during the process?

Each case requires a tailored approach due to the distinct legal, regulatory, and business contexts involved. For example, public IPOs demand in-depth knowledge of securities regulations and investor relations, while joint ventures require a deep understanding of partnership dynamics and contractual nuances. When dealing with cross-border restructurings, our skills in international law, local regulations, and cultural nuances become crucial. These cases often involve complex negotiations with multiple stakeholders, including foreign governments, creditors, advisors and employees. While assisting our clients with debt restructuring requires comprehensive knowledge of insolvency laws, creditor negotiations, and financial restructuring strategies. Some clients continuously teach us to come up with the most unconventional legal solutions and push our legal horizons to find legal workarounds for some of the most complex issues, to cater for the evolving business landscapes and industry-specific challenges they face. This ongoing learning process enriches our expertise and enhances our ability to provide bespoke tailored and effective legal solutions that align with our clients’ strategic goals.

 

During this process were there any challenges or surprises that arose which made you have to change your tactics or overcome to be able to move forward?

This transaction was one of the most – if not the most ­– challenging deal we have worked on. The structure of the transaction has changed numerous times in the process, and so did the contemplated listing venue and naturally the jurisdiction and sets of law involved, which presented different challenges and surprises each time. Regulatory challenges were at the forefront; they required us to adjust the transaction’s compliance framework and timing strategies. We faced unexpected hurdles in navigating the approvals’ process and had to unthread each of these challenges in a timely manner and come up with the most innovative solutions. These challenges necessitated swift adaptation and strategic adjustments, highlighting the importance of thorough preparation, continuous monitoring of regulatory requirements, and maintaining flexibility to respond to evolving circumstances. Our aim throughout was to ensure the best outcomes for Agility while also safeguarding the interests of the shareholders and fiduciary duties of its board members. Our ability to anticipate potential issues and devise innovative solutions was crucial in overcoming these obstacles and ensuring a successful listing.

 

Could you expand on some of the details of this transaction and the details of how this listing for Agility was able to come to fruition?

The listing of Agility Global PLC on the ADX was part of a strategic initiative to restructure Agility’s assets and facilitate its emergence in other GCC markets, enhancing shareholders’ value. We initiated the process with an extensive due diligence review. This was followed by the preparation of a note on the legal risks and mitigation actions pertaining to the transaction and a detailed step plan on the preparatory work and the detailed steps required in all jurisdictions involved to reach successful closing. There were periods where we had several daily alignment calls with various teams of the clients, working together on numerous streams in parallel. We also played the role of coordinating with the regulatory authorities, preparing all required corporate approvals, advising on corporate governance related to the transaction, notably from a Kuwait corporate law and capital markets perspective, including the necessary disclosures, documents and applications. Our team collaborated closely with the client’s various teams, investment advisors, and regulatory bodies to facilitate a smooth and efficient listing process on ADX. One of the biggest challenges was to ensure that Agility’s shareholders will have NINs (National Investor Number) issued by ADX in place at the time of listing of Agility Global’s shares to be able to receive their shares in a timely manner; this required a lot of preparation and coordination with Markaz Financial Center in Kuwait and First Abu Dhabi Bank in the UAE, who facilitated the obtainment of NINs by Agility’s shareholders. For those shareholders’ who did not have NINs in place at the time of listing, a foundation structure was established in the ADGM to hold the shares on their behalf while they obtain their NINs. Key elements of this transaction included robust risk management strategies, communication with shareholders, coordination with all stakeholders and other external advisors, transparency and timely disclosures before concerned authorities and strategic timing to leverage favorable market conditions. Our coordinated efforts and strategic planning were pivotal in bringing this listing to fruition successfully.

 

Our aim throughout was to ensure the best outcomes for Agility while also safeguarding the interests of the shareholders and fiduciary duties of its board members.

Why is this transaction such a milestone for Agility and where can they take this in the future in your expert opinion?

This transaction is a critical and structural milestone for Agility and its shareholders. By listing and distributing the shares to Agility’s shareholders, Agility Global PLC now listed on ADX and its businesses will benefit from the attractive ADX venue with potential for further value creation and access to a broader investor base and will benefit from access to new capital markets which surely support its growth plans and open horizons for new opportunities in the GCC and beyond. After the transaction, Agility Public Warehousing Company KSCP will become a specialised and Kuwait centric company, with a focused and streamlined organisation to deliver its strategy and support Kuwait growth. The in-kind distribution has allowed all Agility’s shareholders to own shares of both Agility Global PLC and Agility Public Warehousing Company KSCP, enabling them to benefit from both opportunities and growth path while diversifying risks. With increased capital and public visibility, Agility is well-positioned to drive innovation, attract top talent, and expand its operational footprint, ensuring sustained growth and multiplied shareholders’ value.

 

What support does your team offer Agility in the later dealings of this transaction to ensure their long-term success?

Our support for Agility extends well beyond this transaction. We provide ongoing strategic legal advisory services to Agility to ensure continued compliance with laws and regulations. Our team is dedicated to helping Agility navigate post-listing obligations. Additionally, we offer guidance and advice on daily business strategic decisions. Our commitment is to be a long-term partner for the entire Agility group, offering assistance in corporate structuring, governance frameworks, contractual arrangements, and regulatory compliance across various jurisdictions, supporting Agility’s sustained success and helping them achieve their strategic objectives through comprehensive and proactive legal support in the MENA region through Meysan’s various offices.

 

 

www.meysan.com

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