Below are non-exclusive list of the recent projects and transactions that Hassan Radhi & Associates involved in:

Mergers and Acquisitions Experience:

1. Gulf hotels group B.S.C.’s (the “Offeror”) voluntary offer to acquire (through share swap) 100% of the issued and paid up ordinary shares of Bahrain Tourism Company B.S.C. (the “Offeree”). We conducted legal due diligence and advised the Offeree on the regulatory aspect of the transaction and legal requirements. The transaction was completed in August 2016.

2. Acquisition of Al Ahlia Insurance Company B.S.C. (“AAIC”) by Solidarity Group Holding B.S.C. (c) (“Solidarity”) and the merger between Solidarity’s existing subsidiary, Solidarity General Takaful B.S.C. (c) with AAIC.

Solidarity acquired AAIC and converted AAIC from its current conventional nature to a Takaful company offering full range of sharia compliant insurance products. Subsequent to such conversion, Solidarity merged its subsidiary Solidarity General Takaful B.S.C. (c) with AAIC. Such a merger took take place through the transfer of business, assets and liabilities as an ongoing concern from Solidarity General Takaful B.S.C. (c) to AAIC against issuance of ordinary shares in AAIC to the shareholders of Solidarity General Takaful B.S.C. (c) at a determined swap ratio. We advised Solidarity Group Holding B.S.C. (c). The transaction was completed in March 2018.

3. National Bank of Bahrain B.S.C.’s (“NBB”) voluntary offer to acquire 100% of Bahrain Islamic Bank B.S.C.’s (“BISB”) shareholding capital with a consideration of cash or share swap. The transaction resulted in increasing NBB’s percentage from 29.6% to 78.8%, consideration was mainly in the cash offer being accepted by roughly 95% of the accepting shareholders while the remainder 5% opted for the share swap offer. We advised NBB with a  mandate that involved conducting the legal due diligence and reviewing Bahraini law governed documents, advising on the deal structure in general from a Bahraini law perspective and mainly in respect of the Commercial Companies Law and the Take-Over, Mergers and Acquisitions Module under the Central Bank of Bahrain Rulebook, attending all meetings with the regulator, assisting in drafting the firm intention to make an offer, the offer document and all legally required announcements, reviewing all documents relating to settlement of consideration of the acquisition price. The transaction was completed in January 2020.

4. Solidarity Bahrain B.S.C. (“Solidarity”) acquisition of 100% of the assets, business, and liabilities of the Bahrain operations (including Qatar branch in run-off) of T’azur Company B.S.C. (c) (“T’azur”) and excluding latter’s ownership of 70% of the paid-up share capital of T’azur Takaful Insurance Company K.S.C. (Kuwait) (merger by acquisition), against the issuance of 13,333,332 ordinary shares in Solidarity at the exchange ratio of 0.328 ordinary shares in Solidarity in exchange for 1 ordinary share in T’azur.

5. Acquisition of retail business of Ithmaar Bank B.S.C. (Closed) (“Ithmaar Bank”) by Al Salam Bank B.S.C., as a going concern, as well as the Certain other assets and the liabilities from other group companies of Ithmaar Bank, namely Ithmaar Holding B.S.C. and IB Capital B.S.C. (Closed).

6. Recently advised Solidarity Bahrain B.S.C. in the process of acquiring Al-Hilal Takaful B.S.C.(c) and Al-Hilal Life B.S.C.(c). Our scope included conducting a legal due diligence, negotiating transaction documents and effecting the change in Sijilat system.

7. Currently advising Arab Insurance Group B.S.C. (the offeree) in connection with a partial acquisition offer made by a company incorporated in Cayman Islands.

8. The Firm previously advised APM Terminals B.S.C. in the process of IPO and conversion from a closed joint-stock company to a publicly listed company.

Regulatory Advisory Services in Mergers and Acquisitions under the TMA Module : Our firm has a wealth of experience in advising clients on regulatory requirements in the context of mergers and acquisitions under the TMA Module.

Expertise in Delisting Projects : We have successfully completed delisting projects for:

1. Al Baraka Group B.S.C. (c)

2. Investcorp Holdings B.S.C.

3. Bahrain Tourism Company B.S.C. (c)

We guided these entities through their respective delisting processes and transitions.

Our comprehensive services included:

• Obtaining in-principle consent from the Capital Market Supervisory Department (CMSD)
• Preparing and submitting all necessary documentation
• Ensuring full compliance with regulatory requirements

• Advised a consortium of lenders with regard to privatization projects, our Firm has provided its assistance and advice in respect of the following privatization projects: privatization of Mina Salman Port, equestrian racecourse privatization and privatization of electricity.
• Geo-physical surveying agreement pertaining to conducting a geo-physical surveying exercise in land and sea for oil and gas in Bahrain. This involved an extensive review of the relevant legislations, including environmental aspects, as well as dealing with authorities such as Supreme Council for Environment and Council for Regulating the Practice of Engineering Professions.
• APM Terminals IPO, considered as one of Bahrain's most successful IPOs. The Firm assisted in the Legal Due Diligence, followed by the transaction documentation and the conversion process from a Closed Shareholding Company to a listed Public Shareholding Company. APM Terminals IPO was oversubscribed with a total value of BD11.880 Million. The Legal Due Diligence exercise involved an extensive review of maritime and ports related legislations, as well as advising on the level of environmental and safety measures maintained by APM Terminals vis-à-vis relevant legislations in the field.
• Significant participation in the drafting and reviewing process of a number of legislations in Bahrain including: Civil and Commercial Procedures Law and its Amendments, Commercial Companies Law, Reorganization and Bankruptcy Law, Labour Law Amendments, Secured Transactions Law (yet to be issued), Bahrain Chamber for Dispute Resolution Law, Arbitration Law and First Edition of Trust Law.
• Advising on a wind power project involving the supply and installation of wind turbine generators. The scope of work involved preparing a memorandum on the various laws and regulations impacting the project, as well as the review of the project agreements, including without limitation Agreement for the Supply of Anchor Cage Components, Services Agreement, and Supply and Installation Agreement.

• Al Dur Phase 2 Independent Water & Power Project in Bahrain regarding a gas-fired combined cycle power plant of approximately 1200-1500 MW net power capacity and a seawater desalination plant of 50 MIGD net desalination capacity. Al Dur Power Project (USD 1.9 Billion) for making available the electricity generation and desalination water production capacity to EWA and the sale by the project company and the purchase by EWA of electrical energy and water output in accordance with the terms of the Power and Water Purchase Agreement.

• Al Ezzel Power Project (USD242,693,173.00) pertaining to the development, design, engineering, procurement, manufacturing, financing, construction, permitting, completion, testing, commissioning, insurance, ownership, operation and maintenance by the project company of the plant and making available the electricity generation production capacity to the Ministry of Electricity and Water and the sale by the project company and the purchase by the Ministry of Electricity and Water electrical energy output in accordance with the terms of the Power Purchase Agreement.
• Bahrain LNG Import Terminal Project Offshore and Onshore Pipeline and Onshore Receiving Facility (ORF).
• Muharraq sanitation privatization project which was developed on a BOO basis, the scope of work involved services relating to design, financing, construction, commissioning, ownership and operation of a sewer trunk main, and associated facilities during the years of 2008 to 2010.
• Incorporated a number of electricity and water related companies in Bahrain, and assisted in obtaining the required permits and approvals for these companies to conduct their business and provide their services.
• Advised a group of lenders in respect of acquisition of electricity and desalination of water facilities.

Liquidated Damages Experience:

HRA regularly advises both local and international clients on a wide range of construction matters, including but not limited to liquidated damages. Our expertise extends beyond consultancy, as we have represented numerous clients in construction disputes before courts and arbitration panels. These disputes often involve complex issues concerning the payment of liquidated damages. Our extensive experience in this field ensures that we provide comprehensive and effective legal and commercial advice, tailored to meet the specific needs of our clients.