Matouk Bassiouny & Hennawy were the legal advisors for TSFE Infrastructure and Utilities Sub Fund (TSFE), for itself and acting on behalf of the New and Renewable Energy Authority (NREA), The Egyptian Electricity Transmission Company (EETC), and Suez Canal Economic Zone Authority (SCZONE).

With the Egyptian Prime Minister present, TSFE negotiated an agreement to develop various facilities including renewable energy power plants. This project is a significant step in promoting Egypt’s Green fuel market. The agreement was signed in the new administrative capital with the Minister of Electricity and Renewable Energy and the Minister of Planning and Economic Development present.

C2X, an affiliate of A.P. Møller Holding A/S and A.P. Møller – Mærsk A/S, aims to enable and accelerate large-scale production of green methanol in Egypt.

TSFE places infrastructure projects at the core of the Funds’ activities as they serve as a means of direct investment in Egypt’s development.

Matouk Bassiouny & Hennawy team, led by Mahmoud S. Bassiouny, provided legal advice to TSFE during this agreement.

With the market for both new cars and used cars ever growing, we are spoilt for choice. Many people, however, have their eyes set on a particular model. Going after your dream car can be an expensive endeavour, but the feeling of driving off the forecourt in your dream car is like no other. Join us to find out how you can afford the car of your dreams without breaking the bank.

Option 1: Credit card

Before going down this route, make sure you speak to your car dealer first as some dealerships do not accept credit card payments.

A benefit of credit card purchases is that your credit card company can give you added protection on the full purchase cost (often as long as the value of the vehicle is over £100 and less than £30,000). Of course, you have to be able to meet your monthly payments too.

If you buy a car in this way, you’ll be allowed to put down an even lower deposit than 10% and pay the remaining money off using a debit card. It’s best to consider all options here, as often the interest that you pay on a credit card could be significantly higher than that of a finance agreement.

Option 2: Hire purchase agreement

This method involves monthly payments with the option to purchase the car at the end of your agreement based on its new value.

The standard deposit to pay when purchasing in this way is 10%, but it is always an option to pay more and have less to pay off later. The rest of the car is then payed off in instalments over a period of one to five years. The longer this period, the less you have to pay each month but due to interest charges, the total cost of the car becomes higher.

Option 3: Personal Contract Purchase agreement

This option is quite similar to opting for a hire purchase agreement. In this scenario, the end value of the car is agreed at the start of the contract, so you can plan your payments accordingly. Payments are often less than what you’d pay in a hire purchase agreement as you pay the full price of the car, plus interest but minus the guaranteed future value of the car. You must pass credit checks before you’re eligible for a PCP agreement.

If you can afford it, it’s a good idea to put down a larger deposit, therefore lessening the amount you have to pay back monthly. Saving a lump sum for a large deposit is easier than saving up for a car, while reduced monthly payments can really help out too. Always evaluate your current monthly payments before you agree to a finance agreement, as being behind on your payments can lead to financial issues.

At the conclusion of your PCP agreement you have two options. You can either pay off the future value of the car to become the full owner, hand back the keys or trade the car in as a deposit for a new finance agreement.

One thing you must be aware of with this agreement is the danger of exceeding the forecasted mileage. If you exceed the mileage on the car, there will be further charges to pay. This is because more miles decrease the value of the car. Also, any damage to the car will be charged to you, so you must be prepared to take good care of the vehicle.

Considering all the options, your dream car isn’t as far out of your grasp as you might have thought. As we can see, there are a range of finance options available to you for purchasing new cars — allowing you to drive that dream car you’ve always wanted without forking out loads of cash. Save up what you can for a significant deposit and always make sure that you can cover the payments before signing any agreements.

Eni and Lukoil have signed a farm-out agreement for the transfer of participating interests in three exploration licenses in Mexico’s shallow waters. According to the agreement, Eni will give Lukoil a 20% stake in the Production Sharing Contracts (PSC) in both Area 10 and Area 14, and will acquire a 40% stake in Lukoil’s PSC for Area 12. The objective of the deal, in light of the close proximity of the blocks, is to diversify the exploration risks, accessing wider opportunities and increasing mutual operational synergies. The new joint ventures will be as follows: Area 10 (Eni 80% operator, Lukoil 20%); Area 12 (Lukoil 60% operator, Eni 40%); Area 14 (Eni 40% operator, Citla 40% and Lukoil 20%). The agreement is subject to the approval by the Mexican authorities.

The three blocks are all located in the prolific Sureste Basin and they were awarded to Eni and Lukoil in 2017 as the outcome of an international competitive bid round called “Ronda 2.1”, issued by the National Hydrocarbon Commission (CNH). The exploration drilling campaign is planned to start as early as mid-2019.

Eni has been present in Mexico since 2006 and established its wholly-owned subsidiary Eni Mexico S. de R.L. de C.V. in 2015. After the approval of the swap agreement by the Mexican authorities, Eni will hold rights in seven exploration and production blocks all offshore: Area 1 (Eni 100%, operator), Area 7 (Eni 45%, op.), Area 10 (Eni 80%, op.), Area 12 (Eni 40%), Area 14 (Eni 40%, op.), Area 24 (Eni 65%, op.) and Area 28 (Eni 75%, op.). In July 2018 CNH approved Eni’s Development Plan for the discoveries of Amoca, Miztón and Tecoalli, located in Area 1, which hold an estimated 2.1 billion barrels of oil equivalent in place (90% oil) in world-class reservoirs.

Below Steve Noble, COO at Ultimate Finance, offers insight into the potential changes ahead and the way these will impact business and financing.

Ongoing Brexit discussions may mean it seems much longer ago, but in November both Houses of Parliament passed legislation to end Bans of Assignment contractual clauses. This is great news that lenders and SMEs will have been celebrating since the announcement was made.

What’s the problem with Bans on Assignment clauses?

Bans on Assignment often blocks the provision of vital funding to SMEs as some financiers are hesitant to supply this where clients and their customers have agreed a contract containing this type of clause. If the financier IS prepared to provide funding, they will either have to find a workaround – such as requesting that the business approaches their customer for consent –or request additional security from the client. Each of these options proves time consuming, incurs unnecessary costs and makes it difficult for clients to obtain invoice finance. Unsurprisingly, this can cause SMEs to either struggle on without the support they need or rely on alternative finance options that aren’t right for their business.

What does the change mean?

This means that from 2019 SMEs will be able to access the funding they need more easily. It’s why I’m welcoming the news that after two previously unsuccessful attempts, Bans on Assignment clauses are now null and void in England, Wales and Northern Ireland. SMEs will therefore be able to assign receivables to invoice finance providers without having to spend time and money seeking consent from customers or trying to find workarounds to these clauses which can make things unnecessarily complex.

The legislation also makes clauses prohibiting a party from determining the value of a receivable and being able to enforce it ineffective. Again, this will increase the appeal of invoice finance for so many SMEs across the country.

Does the regulation impact your business?

Clearly, this is great news for SMEs and funding partners across the country. However, there are still caveats in place which will inevitably frustrate some.

• The regulations apply to contracts entered into on or after 31 December 2018
• They do not apply to receivables due to be paid to large enterprises – traditionally defined as businesses with more than 250 employees – or special purpose vehicles
• They exclude certain contracts from the scope of the regulations, for example those relating to land and for the provision of financial services
• They only apply to contracts governed by the laws of England, Wales and Northern Ireland

The final point will likely prove the most frustrating, as the current legislation doesn’t change anything for more than 345,900 SMEs in Scotland, leaving them to potentially continue struggling to gain access to vital funding next year.

Hopefully this won’t be a permanent issue however as the Scottish Government may follow in the Central Government’s footsteps and announce similar legislation to ensure SMEs north of the border aren’t at a disadvantage compared to the rest of the UK.

Onwards and upwards

Despite the caveats, the news that Bans on Assignment clauses will soon be a thing of the past is great news for SMEs and lenders alike. This should result in a simplified invoice finance process and therefore more small businesses gaining access to the funding they need to continuing thriving in 2019. If that’s not good news, I don’t know what is.

Price comparison experts Money Guru conducted a survey of 1,000 UK credit card holders. This uncovered a deep-rooted misunderstanding of credit card agreements.

The majority of credit cards can now be signed up for online. This means with no one there to talk you through each point, the agreement needs to be detailed and cover every legal aspect. But does anyone really read the fine print? And if not, why not?

The national survey revealed that 64% of people don’t read their credit card agreement before signing on the dotted line. They also uncovered the banks with the worst readability score for credit card agreements.

Other shocking stats include:

• 60 % of people don't read any updates to their credit card agreements
• 64% of people think credit card agreements are lengthy
• Only 9% of people understand their credit card agreements
• 48% of Brits don't know when they are liable for charges made on their card by someone else
• 50% of people don't know when they must be notified of any changes to their credit card agreement
• 33% of Brits don't know that their credit card score can be affected after just one missed payment

The majority of credit cards can now be signed up for online. This means with no one there to talk you through each point, the agreement needs to be detailed and cover every legal aspect. But does anyone really read the fine print? And if not, why not?

In this age of digital consumerism, when virtually anything you want is just a click away, it’s worrying that we could be agreeing to things we don’t understand. Skipping the terms and conditions page is something we’ve all done. So, we decided to dig deeper and find out if our fears were unfounded or just the tip of the iceberg.

We conducted a survey of 1,000 credit card holders in the UK. Combined with research on the most popular credit card providers and their most popular offerings from our comparison website, we were able to find out more about the level of understanding from the British public.

How readable is your credit card agreement?

The Flesch Kincaid score is a readability test, commonly used in education. It uses word length and sentence length to determine how easy a piece of text is to read, equating it to the US school grading system. The lower the number, the easier the content is to read. We ran both standard credit card agreements for each provider through this test, as well as the card specific information on their website, given before you apply. The results were disappointing. In our research not one of the agreements was rated below 6th grade, which equates to the reading level of 11 and 12 year olds. Not bad, you may think. But the national average reading age for the UK is 9 years old.

The Flesch Kincaid Reading Ease score also takes into account syllables within a sentence and is based on a score of 0-100. The higher the score, the easier the text is to read. The UK Government advises to aim for an average sentence length of 12 words and a reading ease score of 60 or over. A higher number of syllables within a sentence indicates more complicated wording.

How complicated is the text?

In the graph above, we can see that standard agreements contain far more complicated wording, which could prove problematic for those trying to read and fully understand the text. With the exception of the Vanquis credit card, the information contained in the pre-apply pages appears less complex. While this might be great for helping you to understand the product before you sign up for it, it’s not the official document you actually agree to.

Out of 22 agreements and information that we ran through this test, only two fell below the average 12 words per sentence.

Are you bored reading it?

If you are able to understand the agreement, one thing that might still might make you skim it or not read it at all, is the length.
The reading time for standard agreements is generally much longer than the pre-apply information and it’s not surprising, given they are on average 16 times wordier than their pre-apply counterparts.

What our research told us

Our research was pointing us towards the following;

Both credit card standard agreements and the pre-apply information available on websites is not easy enough for the average UK person to read and understand well.

Pre-apply information usually contains less complicated text and is longer overall, taking more time to read.

Sentence length for both standard agreements and pre-apply information was over and above the recommended number of words.

The British public had their say

This paints a picture much like the one we thought might emerge. Credit cards agreements, terms and conditions and pre-applying information is often difficult to read for many reasons. But is this reflected in real life?

We conducted a survey of 1000 UK people. The results showed that;

• 64 % of people don't read a credit card agreement before signing up for one.
• Only 9% of people understand their credit card agreements.
• Almost half of all Brits could be paying too much on their credit card because they don't know how to dispute a charge.
• 48% of Brits don't know when they are liable for charges made on their card by someone else.
• A third of all Brits are unaware of how their credit score can be affected after missing a payment.

64% of people surveyed admitted that they didn’t read the full agreement when signing up for a credit card. 60% also said they don’t read any updates to their agreement and simply click accept.

This can be explained, in part, by how Brits view those agreements. When asked to describe their credit card agreement in one word, 12% said “confusing”, 15% thought “unreadable” and 64% called them “lengthy!”

The survey also found that 45% of people didn’t know how to dispute a charge on their credit card, which could mean that they are paying unnecessary fees. If you’re unsure of any recent charges or fees, it’s advisable to check, especially as your agreement can change at any time. 13% of our respondents didn’t know this.

When it comes to knowing how and when you’re protected from someone else using your card, almost half of those asked didn’t know their rights. In fact, if you have compromised your own security, such as losing your card and not reporting it or not using your providers authentication portal during a purchase, you are liable for any costs made to your card under those circumstances.

Your credit score or credit report details your financial history. Its purpose is to inform potential lenders how reliable you are likely to be when it comes to paying money back. If you forget to make a payment on your credit card one month, do you think it affects your credit score? Even if you’re successfully paying rent or a mortgage and other bills on time? The answer is yes! And a third of all Brits are unaware of this, thinking that missing a payment will either not affect your score or will only affect it if you miss payments repeatedly.

The latest House of Lords Brexit report focuses on trade in non-financial services and concludes that a comprehensive Free Trade Agreement (FTA) with the EU is needed. To enable UK companies to continue to operate within the EU, without serious non-tariff barriers, this would need to include a range of complex mutual provisions.

In the absence of Single Market membership it will be much harder to provide for liberalised trade in services than trade in goods.

A 'no deal’ scenario, or a UK-EU trade deal which gave no special consideration to UK non-financial services, would risk serious harm to sectors such as professional business, digital, broadcasting, aviation, and travel services.

In aviation and broadcasting services, WTO rules do not provide for trade with the EU at all. Instead, UK firms would have to rely on outdated and restrictive agreements, so there is no adequate ‘fall-back’ position in the event that no deal is reached. Businesses could be forced either to re-structure or relocate their operations to the EU27.

The Government has also under-estimated the reliance of the services sector on the free movement of people. In forthcoming immigration legislation, the Government must ensure that it retains sufficient room for manoeuvre to negotiate an agreement on this key issue.

These are among the conclusions of the report, Brexit: trade in non-financial services, published today by the House of Lords EU Internal Market Sub-Committee.

Commenting on the report, Lord Whitty, Chairman of the EU Internal Market Sub-Committee, said: “The UK is the second largest exporter of services in the world and the EU receives 39% of the UK's non-financial service exports. This trade is critical to the UK's economy as it creates employment and supports goods exports - we can’t afford to lose that.

“To protect the UK’s status as a global leader of trade in services, the Government will need to secure the most comprehensive FTA that has ever been agreed with the EU. Walking away from negotiations without a deal would badly damage UK plc, particularly in sectors such as aviation and broadcasting which have no WTO rules to fall back on.

“Given the consequences of a 'no deal' scenario and the length of time agreeing an FTA will take, the Government must prioritise securing a transitional trading arrangement with the EU. This would operate as we leave the EU in 2019 until a full comprehensive FTA with the EU can be concluded. This re-iterates the recommendation we made in our report, Brexit: the options for trade, published in December 2016.”

The Committee concluded that, in negotiating a UK-EU FTA, the Government should seek to secure market access and specific reciprocal arrangements in a number of areas. The following are examples:

• Professional business services
  A FTA should include significant provisions surrounding the mutual recognition of professional qualifications and regulatory structures. It should also include rights of establishment for all types of UK service providers, particularly legal services, in the EU and vice versa.
• Data protection standards
  The UK should aim to secure an adequacy decision from the European Commission, which recognises that the UK has adequate data protection standards, in order to maintain the free flow of data. This is particularly important for digital service providers.
• Telecommunications
  To ensure UK consumers do not suffer increased prices, a UK-EU FTA should include provisions extending the abolition of roaming charges in the UK beyond 2019.
• Broadcasting licences
  Broadcasting licences from Ofcom should continue to be recognised in the EU.
• Intellectual property
  Strong protections should be afforded to intellectual property rights across the creative services sector, such as for registered and unregistered designs.
• Aviation
  UK airlines should be able to fly to any point within the EU and provide intra-EU services, either through full voting membership of the European Common Aviation Area (ECAA), or by means of a comprehensive UK-EU air services agreement. This will allow UK airlines to continue to offer the routes they fly today.

The continued movement of workers and service providers in both directions is seen by the UK’s booming services sectors as necessary to support growth.

In a ‘no deal’ scenario, WTO rules would not sufficiently facilitate the cross-border movement of people nor would they ensure the free flow of data. Rules on market access also differ between EU Member States - increasing the regulatory complexity for UK firms.

The Government must narrow down uncertainty so the UK’s services sector can prepare themselves to survive and flourish post Brexit.

(Source: House of Lords)

Reynolds American Inc. has reached an agreement with British American Tobacco p.l.c. for a $49 billion takeover that would create the world’s largest publicly traded tobacco business. The takeover agreement is currently subject to a $1 billion breakup fee. This merger brings together some of the world’s best-known tobacco brands, from Lucky Strike and Rothmans, to Dunhill and Camel cigarettes.

As of this week, it was agreed that BAT will acquire the 57.8% of RAI common stock that BAT does not currently own for $29.44 per share in cash and a number of BAT American Depositary Shares representing 0.5260 of a BAT ordinary share, currently worth $30.20 per share based on the BAT closing share price as of January 16^th 2017, and the corresponding Dollar-Sterling exchange rate.

The per-share price represents a 26.4% premium to RAI's closing price as of October 20, 2016, the day prior to BAT's public proposal to acquire the outstanding shares that BAT does not currently own. Under the terms of the agreement, RAI shareholders will receive for each share of RAI common stock they own, $29.44 in cash and a number of BAT American Depositary Shares representing 0.5260 of a BAT ordinary share. The BAT American Depositary Shares will be listed on the New York Stock Exchange. RAI shareholders will own approximately 19% of the combined company.

The transaction was approved by the independent directors of RAI who formed a transaction committee to negotiate with BAT, given BAT's existing ownership stake and representation on RAI's board of directors, and by the boards of directors of both companies.

Following the transaction, the combined companies become a stronger, truly global tobacco and Next Generation Products company, delivering sustained long-term profit growth and returns. It will maintain a presence in both profitable developed and high-growth developing markets while bringing together a compelling and complementary global portfolio of strong brands including Newport, Kent and Pall Mall. The companies' combined next-generation product development and R&D capabilities will create an innovative pipeline of vapor and tobacco-heating products, delivering both an array of new product options for adult tobacco consumers, as well as diversified sources of profit growth opportunities for investors.

"Through this transaction, we form an industry leader that will focus on innovation and brand building," said Susan M. Cameron, executive chairman of Reynolds American's board of directors. "This combination will create a truly global tobacco company with multiple iconic tobacco brands, and a world-class pipeline of next-generation vapor and tobacco-heating products."

"The transaction delivers significant value to RAI shareholders, and the independent directors on the transaction committee have unanimously voted in favour of the transaction," said Lionel L. Nowell, III, lead independent director of Reynolds American's board of directors. "This is an agreement that offers a compelling premium to shareholders, as well as continued ownership in a company that is well-positioned for long-term success."

"We look forward to bringing together the two companies' highly complementary cultures and shared commitment to innovation and transformation in our industry," said Debra A. Crew, Reynolds American's president and chief executive officer. "British American Tobacco is the best partner for Reynolds American's next phase of growth, and together the two companies will create the leading portfolio of tobacco and next-generation products for adult tobacco consumers."

"We are very pleased to have reached agreement with the board of Reynolds American as we believe that the combination of our two great companies has a very compelling strategic and financial logic that will provide a lasting benefit to shareholders, employees and all other stakeholders," said Nicandro Durante, British American Tobacco's chief executive officer. "This transaction will not only create a truly global business with a world-class portfolio of tobacco and next-generation products, but will also benefit from the highly talented and experienced employees in both organizations. We believe that this will drive long-term sustainable profit growth for the benefit of all shareholders."

British American Tobacco has a strong track record of successfully integrating acquisitions and remains committed to Reynolds American's US workforce and manufacturing facilities.

The cash component of the transaction will be financed by a combination of existing cash resources, new bank credit lines and the issuance of new bonds. A $25bn acquisition facility has been entered into with a syndicate of banks to provide financing certainty. The acquisition facility comprises $15bn and $5bn bridge loans with 1- and 2-year maturities respectively, each with two six-month extensions available at BAT's option. In addition, the facility includes two $2.5bn term loans with maturities of 3 and 5 years. BAT intends to refinance the bridge loans through capital market debt issuances in due course.

The transaction is subject to shareholder approval from both Reynolds American and BAT shareholders, as well as regulatory approvals and other customary closing conditions. The transaction is expected to close in the third quarter of 2017.

Weil, Gotshal & Manges LLP and Moore & Van Allen PLLC acted as legal counsel, and Goldman, Sachs & Co. acted as financial advisor to the Reynolds American transaction committee.

Jones Day acted as legal counsel and J.P. Morgan Securities LLC and Lazard acted as financial advisors to Reynolds American Inc.

(Source: Reynolds American)