Capital markets

Capital markets is core to our practice. We regularly act as sole legal counsel for Omani joint stock companies and leading banks in Oman across the full spectrum of capital markets work, including:

  • Primary and secondary issues of equity and debt on the Muscat Securities Market;
  • Secondary issues (including rights issues and private placements) of equity and debt on the Muscat Securities Market;
  • The structuring and establishment of investment funds (both open and closed ended, and both listed and unlisted)

We advise, amongst other things, on:

  • The application of Oman’s Capital Market Law and the Executive Regulations to the Capital Market Law to capital markets transactions;
  • The application of Oman’s Companies Law, and the executive regulations published thereunder, to public joint stock companies and to capital markets transactions;
  • The application of Oman’s Codes of Corporate Governance;
  • The application of Oman’s Takeover Regulations

We also regularly advise foreign clients on the regulation of offer and marketing of securities in Oman.

We share a close working relationship with the Capital Market Authority, the Muscat Securities Market and the Muscat Clearing and Depositary Company. Our team has been involved in some of Oman’s most significant ECM and DCM transactions in recent years.

Selected projects

Acted for a major local Islamic bank on its RO 70 million rights issue. Our role included drafting the legal sections of the Prospectus, and giving a legal opinion to the Capital Market Authority confirming that all corporate and regulatory approvals had been obtained in connection with the issue.
Advised an Omani issuer on the raising of additional Tier 1 capital, in compliance with Basel III, pursuant to a rights issue of 50 million perpetual subordinated bonds.
Advised an Omani issuer on the raising of additional Tier 1 capital in the form of a private placement of up to 75 million perpetual subordinated bonds in different tranches. Our scope included: advising on the indicative term sheet; issuing the prescribed legal opinion to the Central Bank of Oman and to the issuer to obtain CBO approval; obtaining the CMA’s initial approval, and obtaining the approval of the issuer’s shareholders pursuant to an extraordinary general meeting.
Advised on the formation of a listed open-ended CMA-regulated fund in Oman. Our scope included advising on the “gaps” between the proposed fund structure and the fund structure contemplated by the Capital Market Law and the Executive Regulations issued thereunder.
Advised an Omani issuer on a RO 30 million rights issue. Our scope included: drafting the legal sections of the prospectus (in English and Arabic), the prescribed legal opinion to the Capital Market Authority and to the bank to obtain CBO approval; obtaining the CMA’s initial approval; and reflecting requirements of the Central Bank of Oman.
Acted as legal counsel for a major power company in the Sultanate on one of Oman’s significant debt equity swaps in the power and water sector converting an approx. USD 379 million equity bridge debt obtained by the founding shareholders during the project financing phase to equity. SASLO advised on relevant shareholder and regulatory approvals from the market regulator and represented the company on registrations and filings with the MOCI, the MCDC and listing of the converted stocks on the relevant tier of the MSM.
Advised a major local bank on the establishment of an open-ended Sharia compliant fund in Oman, with a max. capital of RO 100,000,000.
Acted as the statutory legal adviser to a major local bank on a RO 100 million issue of equity rights to comply with regulatory requirements for the establishment of the bank’s Islamic banking arm. SASLO carried out a legal due diligence of the bank, reviewed and advised the issue manager and the bank on the prospectus and the issue, and represented the company before the CMA, MSM and MCDC in relation to the registration of the issue and the allotment. The transaction in its nature is similar to an IPO.