Kairas N. Kabraji

Education:

Bachelor of Arts (Law Tripos Parts I & II) University of Cambridge (Trinity College), 1973;

LL.B. (Bachelor of Laws, now re-designated Master of Laws (LL. M.)) University of Cambridge (Trinity College), 1975;

Master of Arts (M.A.) University of Cambridge (Trinity College) 1976;

Advocate High Court of Sindh.

Experience:

Associate, Surridge & Beecheno: 1975-81;

Partner, Surridge & Beecheno: 1981-1995;

Partner, Rizvi Isa Kabraji: July 1995 to December 1996.

Has acted in numerous commercial transactions of all kinds, contentious and non-contentious, both domestic and trans-border, including joint ventures, inward foreign investment, mergers and acquisitions, domestic and global, capital markets transactions and foreign and domestic debt and equity financings and notably in the following matters:

• Project Financing (loan and equity); especially for the International Finance Corporation, Asian Development Bank (Private Sector Operations), Commonwealth Development Corporation plc and other leading financial institutions and commercial banks including preparation and issue of legal opinions;
• Advised on virtually all major aircraft financings (including leases) for Pakistan International Airlines Corporation, acting for PIA’s various lenders and lessors since 1976;
• Acting for the Sponsors and the Project Company in the Hub Power Project as part of an international team including drafting of documentation, negotiations of commercial and legal points at the highest level in the Government of Pakistan; advising on the project corporate structure and the security package, acquisition of the site, debt and all related matters, local and foreign equity, including an IPO and Pakistan’s first GDR offering;
• Acted as part of a consortium lead by Bear Stearns & Co. Inc. and Coopers & Lybrand in connection with the pioneer privatisation of Pakistan Telecommunications Corporation (1992-1993);
• Advising the Agent and Lead Manager in connection with Pakistan’s first sovereign Eurobond Issue (1994) and Floating Rate Notes Issue (1996);
• Acting as local counsel for the lenders in the Kohinoor Power Project, Gul Ahmed Power Project, and Southern (Raiwind) Power Project; for the Lenders and Equity Arrangers in the Liberty Power Project and for the Sponsors and the Project Company in the Tapal Power Project and the Tractebel Khaleej Power Project;
• Advising the sponsors (ADB and Morgan Stanley in partnership with Crescent Group of Pakistan) on the establishment of Pakistan’s first specific off-shore country investment fund listed on the New York Stock Exchange;
• Acting for a major French pharmaceutical and chemical company (Roussel Uclaf S A) in the acquisition of the Pakistan business of a division of a major British pharmaceutical company (Wellcome) as part of a global asset sale, including negotiations, drafting, and advice;
• Advised on the formation of a joint venture between client, a leading Pakistani business group and a premier US multinational automotive company, including a major dispute arising from the joint venture settled by payment of US$5,000,000 to the Pakistani joint venture company;
• Incorporating and launching one of the first housing finance companies in Pakistan for a group of leading domestic and international financial institutions including its financing;
• Handling the incorporation and listing on the Stock Exchange of the Pakistan subsidiary of Gillette;
• Advising foreign and domestic petroleum exploration companies (including Shell, Gulf Oil and Pakistan Petroleum Limited) on the drafting of petroleum concession and related documents and participating in negotiations with the Government of Pakistan in that connection;
• Advising and participating in negotiating and drafting a contract for the purchase of a 4000 tonne per day cement plant;
• Advising a major British construction company (Trafalgar House) in connection with an arbitration arising from a hospital construction project in Pakistan;
• Advising a leading German engineering group (Klockner) and assisting in drafting/redrafting sections of a construction contract for a paper mill in Pakistan;
• Acting for foreign ship owners in a major commercial and maritime law dispute with public international law implications involving court proceedings and negotiations with top echelons of Pakistani banking for a settlement on behalf of client;
• Acting for Lloyds underwriters, handling legal liability claims arising from three major international aviation accidents affecting Pakistan including multi-jurisdictional litigation;
• Acting for Cadbury Schweppes Plc in the restructuring of and acquisition of further equity in their Pakistan subsidiary;
• Acting for National Power of the UK (now International Power) in connection with its acquisition of the Kot Addu Power Station from the Pakistan Water & Power Development Authority following its privatisation;
• Acting for Broken Hill Proprietary (BHP) of Australia in relation to their acquisition of various interests in Pakistan;
• Acting for Mincor of Australia in relation to its investment in the Reko Diq Copper Mining Project in Balochistan province and the sell down of their interest in Tethyan Copper Company to Antofogasta of Chile, including advice on mining rules and regulations, mineral concessions and licensing and related matters;
• Acting for Union Texas and Occidental Petroleum in relation to the Badin Energy Centre Project;
• Acting for Exxon Mobil in relation to its business interests in Pakistan consisting of various energy related projects and, in particular, the acquisition of a lubricant manufacturing company from a local group including due diligence, drafting, negotiation and preparation of documents;
• Advising several major international investment banks in relation to their investments in or incorporation of local corporate brokerage houses;
• Acting for a foreign investor in relation to a proposed investment in Pakistan’s first Software Technology Park;
• Acting for and advising a consortium of international banks in relation to the financing of the new terminal at Lahore international airport including a multi-currency financing supported by export credit agencies and a local currency facility;
• Acting as Pakistan counsel as part of the advising consortium led by UBS AG (Warburg Dillon Read) advising the Privatisation Commission of the Government of Pakistan in connection with the privatisation of the Karachi Electric Supply Corporation, including restructuring debt and equity; extensive legal due diligence, advice and comment on regulatory issues, review of transaction and related offtake and supply agreements; and advice on all Pakistan law issues;
• Acting for Suez Lyonnaise des Eaux in relation to their participation in proposed privatisation of the Karachi Water and Sewerage Board including preliminary due diligence on the legal and regulatory framework, formation of a project company and related matters;
• Acting as consultant to the Asian Development Bank in developing and drafting legislation to set up the Securities & Exchange Commission of Pakistan, the proposed Pakistan Insurance Regulatory Authority and in reviewing and revising extensively the Insurance Laws.
• Acting for a premier American Bank in connection with the acquisition of the business in Pakistan of another major international bank, including extensive and concentrated due diligence; advice on regulatory issues and review of and comment on transaction documentation.
• Acting for various Pakistani electronic media, telecommunications and ISP companies in relation to their corporate and commercial work generally;
• Acting for WorldTel in connection with their proposed investment in a rural radio link telecommunication project;
• Acting for foreign investors in connection with their acquisition of an interest in a mobile cellular telephone company in Pakistan;
• Acted for the Hub Power Company Limited in its tariff dispute with the state utility (WAPDA) including domestic litigation up to the Supreme Court of Pakistan and international commercial arbitration and in relation to the settlement of those disputes including documentation;
• Acted for Kot Addu Power Company in its tariff dispute with WAPDA including extensive litigation; also advising in relation to the settlement of those disputes, including drafting and amending documentation;
• Acting for the Subordinated Lender in respect of the restructuring of the Southern Electric (Raiwind) Power Project, including advice on inter-creditor issues;
• Consultant and draftsperson (as part of an advisory team led by Ernst & Young Australia) to the Asian Development Bank on Insurance Law Reform in Pakistan resulting in enactment of the Insurance Ordinance, 2000;
• Acting for Citibank in respect of two trade facilities for Pakistan State Oil with foreign currency cash flow support for repayments from worker’s remittances and Pakistan Telecommunications Company’s receivables;
• Advising a major listed U.K.-based financial services group in connection with the acquisition of the Pakistan life and general insurance interests of a leading U.K. insurer, including due diligence; preparation and negotiation of contracts and regulatory approvals; and advice on the formation of a new company;
• Advising EMI Group on the acquisition of certain recording assets from Pakistan including drafting of contracts and related advice;
• Acting for International Finance Corporation in relation to its financing of LASMO Oil Pakistan’s development of the Bhit Gas Field;
• Acting for a consortium of European banks in relation to the financing of a North African mobile telephone project and security over its Sponsors’ shares in a Pakistan mobile telephone company;
• Acting as project counsel for the terminal operating company setting up a container terminal at Karachi Port in relation to its financing and IPO;
• Acting for Bayer AG in relation to the termination of its joint venture in Pakistan with another major multinational Chemicals company and all related issues;
• Acting for the Pakistani partner in relation to a joint venture with a major international logistics company;
• Advising a local insurance company and its foreign shareholder in connection with the acquisition of the Pakistan life and general insurance interests of a leading U.K. insurer, including due diligence; preparation and negotiation of contracts and regulatory approvals;
• Acting for Citigroup in relation to the financing of pre-delivery payments for three new Boeing 777-200 Aircraft, for Pakistan International Airlines Corporation including a short term facility and an Islamic financing (Ijar’a);
• Acting for Export-Import Bank of the United States in relation to the long term financing of eight new Boeing 777-200 Aircraft for Pakistan International Airlines Corporation;
• Acting for Boeing and Export-Import Bank of the United States in connection with the preparation of the domestic legislation in Pakistan implementing the Cape Town Convention and Aircraft Protocol including the implementing rules, the accession instrument and the declarations required by the Convention;
• Acting for Emerging Markets Partnership of Washington DC in connection with setting up a private equity business in Pakistan including a potential acquisition of an investment bank in Pakistan including advice all regulatory, corporate and commercial issues; preparation of incorporating documents for the Pakistan company; joint venture and subscription agreements with investors, and share purchase and acquisition agreements;
• Acting for China Mobile Communications Corporation in the landmark privatisation of Pakistan Telecommunications Company, including extensive buyer due diligence and advice on all aspects of Pakistan law related to the transaction;
• Acting for Al-Ghurair Investments, Dubai, in connection with the privatisation of National Refinery Limited including buyer due diligence and advice on all aspects of Pakistan law related to the transaction;
• Acting for Citigroup in relation to the French and Italian Export Credit supported financing of seven new ATR aircraft for Pakistan International Airlines;
• Acting for Telenor AS in connection with its bid for a mobile cellular licence, setting up its Pakistan subsidiary and dealing with issues pertaining to the setting up and management of its business and the roll-out of its network;
• Acting for Temasek Holdings (the investment arm of the Government of Singapore), and its subsidiaries in relation to acquisitions and joint ventures in Pakistan, including the acquisition of a majority stake in a local listed bank; and an investment in a joint venture to carry on asset management activities;
• Acting for the Overseas Private Investment Corporation of the United States in relation to a Mortage Refinancing Facility;
• Acting for the United States Ex-Im Bank and other Lenders in connection with the restructuring of the debt financing of Saba Power Project;
• Acting for the Asian Development Bank, Islamic Development Bank, International Finance Corporation PROPARCO and a consortium of local lenders led by Habib Bank Limited and National Bank of Pakistan on the 79MW New Bong Escape Hydroelectric Project in Azad Jammu and Kashmir including due diligence on the project documents; advice on conventional and Islamic financing, including intercreditor and security issues; lender review of the shareholder and sponsor agreements;
• Acting for the Export Credits Guarantee Department of the UK Government in connection with the financing of equipment for a leading mobile phone company including advice on Intercreditor and security issues;
• Advised Shell in connection with Shell’s review of its options with regard to its LPG business in Pakistan.
• Acting for AIG in relation to its investment in the offshore subsidiary of a Pakistan listed company;
• Acting for China Mobile Communications Corporation in relation to the acquisition from its foreign and local shareholders of a 100% equity stake in a Pakistan mobile telephone company including extensive due diligence;
• Acting for Credit Suisse in relation to the establishment of its Pakistan subsidiary including regulatory advice and dealing with regulators in connection with various licences and consents required in that connection;
• Advising various business entities of Credit Suisse in relation to matters pertaining to aspects of their business activities in or related to Pakistan;
• Acting as Pakistan counsel for and advising the lead managers in relation to the Government of Pakistan’s sovereign Eurobond offerings in 2006 and 2007;
• Advising Citibank Pakistan in relation to various matters pertaining to its Pakistan business including advice on derivatives and the ISDA Master Agreements;
• Acting for and advising Corn Products International Inc. in connection with its business in Pakistan including its investment in Rafhan Maize Products;
• Advising Emerson Electric in connection with various business matters in Pakistan including the incorporation of its Pakistan subsidiary;
• Acting for International Finance Corporation, DEG and FMO in relation to a technical advisory assignment in relation to a wind power generation project sponsored by Green Power (Tapal group) in Sindh province;
• Acting for Agility Logistics in relation to a proposed joint venture with a public sector logistics enterprise in Pakistan;
• Acting for International Finance Corporation and other Senior Lenders, principally, European state Development Finance Institutions, in a financing of a 217MW gas-fired power project in Sindh province, which achieved Financial Closing on 30 April 2008; advising International Finance Corporation in connection with its equity investment in the Company;
• Acting for Uch Power Limited and its sponsors, International Power GDF Suez, in relation to a 400 MW expansion of the Company’s low BTU gas-fired project in Balochistan, including drafting and negotiation of project and finance documents;
• Acting for International Finance Corporation in connection with its acquisition of an equity stake in Saudi Pak Commercial Bank (now Silkbank) in concert with Bank Muscat, Nomura and others;
• Acting for International Finance Corporation in connection with a loan facility to International Industries Limited and International Steels Limited.
• Acting for National Bank of Pakistan and Habib Bank Limited as the lead arrangers of a multi-facility financing of a 220 MW (gross) expansion project for the Hub Power Company Limited at Narowal in Punjab province;
• Acting for National Bank of Pakistan as Intercreditor Agent and Security Trustee in a US$750,000,000 multi-currency, multi-facility financing for the fertiliser expansion project for Engro Chemical Pakistan Limited;
• Acting for Askari Bank Limited as lead arranger in relation to a syndicated US$125.5 million Standby Letter of Credit Facility on behalf of Northern Power Generation Company Limited for a rental power project at Faisalabad;
• Acting for Telenor Pakistan and Telenor ASA in connection with their acquisition of Tameer Microfinance Bank, including due diligence; advising on the transaction documents and matter pertaining to closing;
• Acting for and advising The Royal Bank of Scotland in Pakistan in connection with its global purchase of ABN AMRO Bank group, in collaboration with its partners;
• Advising Agence Française de Developpment in connection with (i) a loan to the Government of Pakistan (GOP) for on-lending to the state power utility for a hydroelectric power project and (ii) completing a legal due diligence questionnaire in relation to the proposed lending operations in Pakistan (iii) a loan to the GOP for financing the Jabban hydropower project;
• Acting for and advising the Royal Bank of Scotland in relation to the proposed disposal of its Asian businesses, including Pakistan;
• Acting for International Finance Corporation in relation to the conversion of a C Loan into equity of International Steels Limited;
• Acting for and advising a US client in connection with the Instalment Sale and on-lease of three Boeing-737 Aircraft to a Pakistani operator;
• Acting for a North American Investor of Pakistani origin in relation to investments in Energy projects in Pakistan;
• Acting for an international telecommunications company in relation to the legal due diligence of a target mobile operator in Pakistan; advising in relation to various aspects of the related M&A transaction;
• Advising Shell Exploration Company B.V. in connection with the acquisition of petroleum assets in Pakistan.
• Acting for the Export Credits Guarantee Department of the UK Government in connection with the financing of equipment for a telecommunications operator company including advising on inter-creditor and security issues;
• Acting for Pakistan International Container Terminal Limited in relation to a concession to obtain a coal and cement clinker terminal concession from the Port Qasim Authority;
• Acting for International Finance Corporation in relation to the reorganisation of the Engro group of companies in connection with its various debt and equity financings of that group;
• Acting for a consortium of Pakistani banks led by MCB Bank Limited in the project financing of Fauji Fertilisers Company Energy Limited’s 50MW Wind Power Project, which closed in February 2011;
• Acting for International Finance Corporation in relation to a US$50,000,000 subordinated loan facility to Engro Chemical Pakistan including a conversion option;
• Acting for International Finance Corporation, Asian Development Bank, Islamic Development Bank and Korean Ex-Im Bank in connection with the financing of the Patrind Hydropower Project;
• Acting for Airbus in connection with the sale and financing of an Airbus A-321 aircraft to Air Blue;
• Acting for China Development Bank, Hong Kong in relation to the acquisition finance by United Energy Group of BP’s assets in Pakistan
• Acting for International Finance Corporation, Overseas Private Investment Corporation and local lenders in connection with the debt financing of and for International Finance Corporation in connection with its equity investment in a 50MW Wind Farm by Tenaga Generasi Limited, a subsidiary of Dawood Lawrencepur Limited;
• Acting for International Finance Corporation, Asian Development Bank, Islamic Development Bank and Korea Ex-Im Bank in relation to the Gulpur Hydroelectric Project;
• Acting for Excelerate Energy in relation to the time charter party between them and Engro Elengy Terminal (Pakistan) Limited in connection with the operation of the FRSU LNG regasification unit.
• Acting for Overseas Private Investment Corporation in relation to its financing of the 50MW Sapphire Wind Power Project;
• Acting for Overseas Private Investment Corporation in relation to its financing of the 50MW Dewan Wind Power Project;
• Acting for the Joint Lead Managers in relation to Pakistan’s US$2 Billion sovereign Eurobond offering March 2014;
• Acting for United States Ex-Im Bank and ICICE/Citibank in relation to a US$150 million facility to fund an engine refurbishment contract entered into with General Electric by Pakistan International Airlines Corporation;
• Acting for ABB and its Pakistan subsidiaries in relation to various contentious and non-contentious matters pertaining to its business and subsidiaries in Pakistan;
• Acting for a consortium of Korean companies consisting of KOMIPO, Daelim and Lotte in relation to their equity investment in the 640MW Azad Pattan Hydropower Project;
• Acting for a foreign investor in relation to the proposed acquisition of Pakistan port infrastructure assets of another foreign investor;
• Acting for International Finance Corporation in relation their equity investment in Bank Alfalah Limited;
• Advising the Hub Power Company Limited in relation to the recent joint venture agreement with China Power International Holding Limited to set up a coal-fired power plant.
• Advising a Chinese company in relation to their proposed investment in a coal mine mouth power project in the province of Punjab;
• Advising a Chinese company in respect of their proposed investment in a coal power project in the province of Sindh involving imported coal;
• Advising a Hong Kong company in respect of the regulatory framework for potential investments in coal mine companies and coal power project companies in Pakistan.