Dr. Roger Gaspard
Biography
Overview
Roger advises on domestic, regional and cross-border mergers and acquisitions, joint ventures, private equity and strategic investments. He also has considerable experience counseling on complex equity capital market transactions, having advised on landmark IPOs in the GCC region.
Clients across industries count on Roger for his commercial and solution-driven approach, and he regularly advises senior managers, board members and general counsels on complex regulatory and corporate governance matters, helping them navigate the challenging regional legal frameworks.
Roger has a truly global practice, having previously practiced in the New York and Paris offices of an international law firm. He is fully trilingual, and has authored an award-winning book on the concept of mutual recognition in European financial law.
Experience
Representative transactions include advising:
M&A
- the founders of Brands for Less (BFL) on the US$360 million sale of 35 percent of its shares to The TJX Companies, Inc. (TJX) in a deal which values BFL at an enterprise value of US$1.2 billion.
- International Resources Holding (IRH), an affiliate of, International Holding Company (IHC), on the acquisition of a 51% stake in Mopani Copper Mines plc in Zambia, for US$1.1 billion.
- Silal, a subsidiary of ADQ specialized in Agri-Tech Food, on its acquisition of 51% of Al Bakrawe Holding Limited, one of the largest fruit and vegetables trading companies in the MENA area, for a transaction amount of c. $45m.
- Flipkart on the acquisition of Cleatrip Middle East, and subsequently on the sale of it to its existing management team. Flipkart is an operator of an e-commerce shopping portal and is majority owned by Walmart.
- ADNEC (ADQ subsidiary) on the acquisition of Karavel – Promovacances Group & FRAM from Equistone, LBO France and management for c. EUR 300 million. The transaction directly feeds into ADNEC’s key strategy of growing the tourism industry in Abu Dhabi.
- Naturepak Limited (a subsidiary of The Industrial Group, a Saudi based group specialized in packaging) and Evergreen Packaging International LLC (a subsidiary of the Rank Group), in the sale of their Saudi JV and its Moroccan subsidiary, to Elopak ASA, a leading global supplier of carton packaging listed on the Oslo Stock Exchange.
- Asma Capital on its acquisition, through one of its funds, of (i) a 75% majority stake in the Dr. Michael’s Dental Group in Dubai, and (ii) a 60% stake in KRMSC in Kuwait.
- Agthia Group PJSC, a public company listed on the Abu Dhabi Securities Exchange (ADX) and specialized in food and Beverages, on its acquisition of Al Faysal Bakery and Sweets Company W.L.L., a leading manufacturer of bakery products in Kuwait.
- Agthia Group PJSC in connection with the acquisition of Al Foah through the issuance of a convertible bond instrument.
- International Holding Company, and ADX listed company, on its business merger with PAL Cooling.
- Arkan Building Materials in a reverse takeover by Senaat, its majority shareholder and a subsidiary of ADQ.
- The shareholders of Ma'arif Holding Company for Education and Training (the largest owner and operator of private schools in Saudi Arabia) in relation to the sale of 100% of their shareholding to GEMS Education and Hassana Investment Company.
- Goldilocks Investment Company Limited on its re-organization and the sale of 99.25% of its business to Eshraq Investments PJSC (listed on the Abu Dhabi Exchange), a diversified investment company, in exchange for shares in Eshraq Investments PJSC. The total value of the business combination is approximately US$1.34 billion.
- HSBC Bank Middle East Limited and Goldman Sachs Asset Management (GS) on the refinancing of an USD70m acquisition financing to Sunset Hospitality Group. Sunset is a global leading hospitality group in the United Arab Emirates and currently present across nine countries worldwide. The group owns and operates a large portfolio of hospitality lifestyle brands, including METT Hotels & Resorts, AURA, Azure Beach, Sushi Samba, Isola, Black Tap, L’amo, Ammos and Drift Beach.
- UTICO Group, the UAE's only private water and power utility provider, on the sale of £311 million stake in UTICO FZC to Majis Industrial Services, an entity wholly owned by the Oman Investment Fund, a sovereign wealth fund of the government of Oman.
- United Arab Chemical Carriers Limited, a private oil tanker shipping company incorporated in the Dubai International Financial Centre, on its reverse triangular merger with United Overseas Group, a subsidiary of Martime Equity Management LLC.
- CI Capital Holding for Financial Investments, Egypt's leading diversified financial services and investment group, on the indirect acquisition with a group of co-investors of a 60% interest in Taaleem Management Services Company SAE, a leading higher education platform in Egypt that controls and operates Nahda University in Beni Suef for a total consideration of EGP 1.2 billion (circa GBP 60 million).
ECM
- Lulu Retail Holdings PLC on its pre-IPO reorganisation and successful intention to float on the ADX via a sale of 25% of its issued shares by its sole shareholder, Lulu International Holdings Limited.
- EFG Hermes, Goldman Sachs, JP Morgan, SNBC, Al Rajhi Capital, HSBC, GIB Capital and Saudi Fransi Capital in their roles as joint financial advisors, joint bookrunners, underwriters and lead manager on the IPO of ADES Holding on the Saudi Stock Exchange (Tadawul), the largest IPO in Saudi Arabia for 2023 at the time of listing.
- Spinneys 1961 Holding PLC on the DFM, through a sale of 900,000,000 ordinary shares, representing 25% of its issued share capital, by its shareholder Al Seer Group LLC.
- Saudi Aramco on its SAR 111.0 billion IPO, the world's largest IPO to date, and Saudi Aramco on its secondary public offering by the Government of the Kingdom of Saudi Arabia of US$11.2 billion (excluding the overallotment option) of ordinary shares.
- Alef Education Holding plc (“Alef Education”) on its successful listing on the ADX, through a sale of 1,400,000,000 ordinary shares, representing 20% of its issued share capital, by its shareholders Tech Nova Investment – Sole Proprietorship L.L.C and Kryptonite Investments L.L.C.
- Agility Public Warehousing Company K.S.C.P. in the successful carve out and listing on the ADX of Agility Global PLC. Agility Global PLC is now a multi-business operator and long-term investor in global and regional businesses headquartered in the ADGM. It operates in more than 70 countries with global market access and its revenue stood at circa US$4bn as of FY2023.
- A D N H Catering PLC (“ADNH Catering”) via a sale of 900,000,000 shares by its sole shareholder Abu Dhabi National Hotels PJSC (itself listed on the ADX) (“ADNH”). The shares will be listed on the ADX, with the public free float representing 40% of ADNH Catering’s total issued share capital.
- Borealis AG as shareholder in connection with the US$2 billion IPO of Borouge, a JV between Borealis and ADNOC, on the Abu Dhabi Exchange (ADX).
- Dubai Electricity and Water Authority (DEWA) as offeror on its Initial Public Offering of 9,000,000 ordinary shares with a nominal value of AED 0.01 each. The DEWA IPO is the largest listing ever in the UAE and the largest listing in the Middle East since Saudi state oil giant Aramco went public on the kingdom's Tadawul exchange in 2019, with DEWA set to raise AED 22.41 billion (US$6.1bn) from its IPO on the Dubai Financial Market.
- Emirates NBD, Goldman Sachs and HSBC as Joint Global Coordinators and Underwriters and Abu Dhabi Commercial Bank, First Abu Dhabi Bank, and EFG Hermes on the initial public offering of Parkin PJSC, the Dubai Roads and Transport Authority's parking business in Dubai, on the Dubai Financial Market (DFM).
- Emirates Central Cooling Systems Corporation (Empower) as Issuer on the global offering of 2 billion shares (equivalent to 20% of Empower's total share capital), raising a total of AED2.7 billion (approximately US$724 million), giving the Company a market capitalization at listing of AED13.3 billion (approximately US$3.62 billion).
- the Saudi Arabian Oil Company (Saudi Aramco) on the sale by the Kingdom of Saudi Arabia of 1.545 billion ordinary shares (excluding the over-allotment option) of Saudi Aramco, representing 0.64% of the company's issued shares, in connection with its secondary public offering.
- Taaleem Holdings PJSC (Taaleem) as Issuer on the global offering of 250 million shares on the DFM (equivalent to 25% of Taaleem's total share capital), raising a total of AED750 million (approximately US$204 million), giving the Company a market capitalization at listing of AED3 billion (approximately US$817 million).