PRIVATE - Africa Legal Network · Acting for Endeavor Energy and its Guinean affiliate Tè Power...

ALGERIA

ETHIOPIA

GUINEA

KENYA

MADAGASCAR

MALAWI

MAURITIUS

MOROCCO

MOZAMBIQUE

NIGERIA

RWANDA

SUDAN

TANZANIA

UGANDA

ZAMBIA

REGIONAL OFFICE

UAE

EQUITYPRIVATE

ALN - PRIVATE EQUITY ii

ABOUT

ALN

ALN is an alliance of leading corporate law firms currently in fifteen key African jurisdictions, including the continent’s gateway economies. We have a presence in Francophone, Anglophone, Lusophone and Arabic speaking Africa: Algeria, Ethiopia, Guinea, Kenya, Madagascar, Malawi, Mauritius, Morocco, Mozambique, Nigeria, Rwanda, Sudan, Tanzania, Uganda and Zambia. The firms are recognised as leading firms in their markets and many have advised on ground breaking, first-of-a-kind deals. ALN also has a regional office in Dubai, UAE.

ALN firms work together in providing a one-stop-shop solution for clients doing business across Africa. ALN’s reach at the local, regional and international levels, connectivity with key stakeholders, and deep knowledge of doing business locally and across borders allows it to provide seamless and effective legal, advisory and transactional services across the continent. Our high level of integration is achieved by adherence to shared values and an emphasis on excellence and collaboration. We share sector-specific skills and regional expertise thus ensuring our clients benefit from the synergies of the alliance.

ALN is proud to have won the “Africa Network/Alliance of the Year” award at the 2018 African Legal Awards hosted by Legal Week, which recognises its leadership in the market in legal expertise and innovation, strategic vision, business winning, service delivery across the continent and commitment to CSR.

For more information on ALN, please visit: www.africalegalnetwork.com

ALN - PRIVATE EQUITY 1

ALN’S PRIVATE EQUITY

PRACTICEALN has a presence in sixteen African countries. Our firms work together providing a one-stop-shop solution for clients doing business across Africa.

ALN member firms have established private equity teams that have worked together for many years on landmark private equity transactions across Africa. Our geographical footprint and seamless collaboration place us in an excellent position to assist private equity funds navigate the complexities of investing in African corporates which often have operations spread out across the continent. We have adopted a standardised approach to our working practices, including cross-border due diligences, to ensure that we provide consistent and first class service to our clients.

We act for a wide range of local, pan-African and international funds as well as development institutions on their direct investments and consortium deals.

We handle the full legal scope of private equity investments, including advising private equity firms on how to structure new funds, assisting clients throughout the fund-raising process, advising during the purchase and exit of investments (including secondary transactions), providing tax advice, coordinating legal due diligences, dealing with the appropriate regulatory approvals, and advising on the competition aspects of any transaction at national, regional and COMESA levels. ALN firms routinely project-manage cross border investments regionally and across the continent.

Our local knowledge allows us to advise on the concerns that fund managers and investment committees have when investing in Africa, including:

▶ environment, social and governance considerations and business integrity

▶ political risk

▶ investment policies

▶ deal and tax structures

▶ fund flows

▶ currency risks

▶ exit routes


REPRESENTATIVE

DEALS

Algeria ▶ Acting for The Carlyle Group, CVC Capital

Partners and a group of co-investors on the acquisition of a majority shareholding in ENGIE E&P International for USD 3.9 billion from France’s ENGIE Group.

▶ Acting for Actis in connection with its significant investment in Medis Group, a

prominent branded generic pharmaceuticals business, in Algeria and Tunisia.

▶ Acting for Emerging Capital Partners on the acquisition of an important participation in Atlas Bottling Corporation, PepsiCola’s exclusive bottler in Algeria.

Ethiopia ▶ Acting for Schulze Global Investment on its

various investments in Ethiopia.

▶ Acting for Capital 54 in connection with a number of acquisition deals including its most

recent acquisition of an Addis Pharmaceutical Factory.

▶ Acting for Veris investments on its acquisition of Holland Dairy.

Guinea ▶ Acting for Endeavor Energy and its Guinean

affiliate Tè Power SASU (backed by global private equity firm Denham Capital) on its development and project financing and providing sponsor assistance in the context of a USD 121 million financing by institutional lenders (the first project finance IPP of the country).

▶ Acting for OMF Fund II, AFC Equity Investments and Resource Capital Fund VI

on their USD 90 million and USD 80 million financing of the exploitation of a bauxite mine in Guinea.

▶ Acting for Pala Investments on its USD 10 million financing of the exploitation of a bauxite mine in Guinea.

▶ Acting for Swiss Re in connection with its acquisition of shares in the banking and insurance sectors in Guinea.


REPRESENTATIVE DEALS

Kenya ▶ Acting for CDC Group on its USD 140 million

equity investment for 40.65% of the issued share capital in ARM Cement, East Africa’s second biggest cement producer with operations in Kenya, Tanzania and South Africa and listed on the Nairobi Securities Exchange.

▶ Acting for Helios Investment Partners on the disposal of its stake of 24.99% of its shareholding in Equity Group Holdings, a company listed on the Nairobi Securities Exchange, the Uganda Stock Exchange and the Rwanda Stock Exchange.

▶ Acting for Helios Investment Partners in connection with the acquisition of 70% of the share capital of Telkom Kenya from France Telecom and in connection with the acquisition of a shareholder loan from France Telecom.

▶ Acting for a consortium of investors comprising Africinvest Capital Partners, DEG, FMO and Proparco in connection with an equity investment of approximately USD 50 million in Britam Holdings, a Kenyan listed insurance and asset management group with operations in Kenya, Tanzania, Uganda, Rwanda, Malawi, South Sudan and Mozambique.

▶ Acting for Emerging Capital Partners in connection with the sale of its stake in Java House, East Africa’s leading coffee-led casual dining chain, to Abraaj Group.

▶ Acting for Amethis Africa Finance and Metier Investments Advisory on their acquisition of shares in Kenafric Development.

▶ Acting for Actis on its 36% equity investment in AutoXpress Group, a leading East African tyre wholesaler and retailer.

▶ Acting for Catalyst Principal Partners in connection with its debt and equity investment in the Kensta Group, a printing and digital telecommunications business operating in Eastern and Southern Africa.

▶ Acting for Energy Access Ventures and Blue Haven Alternatives as lead investors, who invested USD 7.5 million in a Series A round into PEGAfrica, the leading off-grid solar pay-as-you-go company operating in Ghana.

▶ Acting for Catalyst Principal Partners in connection with their set-up of and fund raising for Catalyst Fund II which achieved a first close of USD 103 million in commitments and targeting USD 175 million of total commitments.

▶ Acting for Kuramo Capital Management in connection with its investment for 24.99% of the shares in Trans-century, a company listed on the Nairobi Securities Exchange.

▶ Acting for Emerging Capital Partners and its educational holding company, Maarifa Edu, on its purchase of a 75% stake in KCA University (KCA), a leading Kenyan university, as well as on its establishment of a joint venture with KCA and the Institute of Certified Public Accountants Kenya.

▶ Acting for Catalyst Principal Partners in relation to its investment in Jamii Bora Bank, the fastest growing bank in Kenya focused on enterprise banking.

▶ Acting for Ascent Capital in connection with its initial and follow on acquisition of shares in Kisumu Concrete Products, a company involved in the extraction and manufacture of concrete products.



▶ Acting for Asia Africa Investment and Consulting, a Singapore-based fund services provider, in connection with its investment through its fund, Africa Healthcare Master Fund in Seven Seas Technologies, a leading technology company in East Africa, through a share subscription transaction.

▶ Acting for Frontier Energy, a leading investor in the African renewable energy market, in connection with the restructuring of its funds.

▶ Acting as lead counsel for Energy Access Ventures in its first investment from its newly raised fund in Off-Grid Electric based in Tanzania.

▶ Acting for Energy Access Ventures and STAK Pymwymic in connection with an equity investment in Enterprise Projects Ventures which provides turn-key refrigerated cold-storage solutions to enable small and growing agribusinesses to access energy-efficient food processing technology in East Africa.

Mauritius ▶ Acting for LeapFrog Financial Inclusion Fund

II on the USD 400 million social impact PE fund.

▶ Acting for Berkeley Energy in the setting up and first closing of the USD 200 million African Renewable Energy Fund.

▶ Acting for International Housing Solutions in connection with the setting up of a Mauritius domiciled fund with a master feeder limited partnership structure formed to invest in the acquisition and development of residential and supporting commercial real estate in Sub-Saharan Africa.

▶ Acting for Verod Capital Growth Fund II in connection with the setting up of the fund with a target size of USD 100 million structured as a limited partnership in Mauritius.

▶ Acting for MCB Capital Markets in connection with its acquisition of the entire shareholding held by Club Med S.A.S in Compagnie Des Villages De Vacances De L’isle De France, a company listed on the Stock Exchange of Mauritius.

▶ Acting for Dentressangle Initiatives in connection with its acquisition of shares in Sun, a company listed on the Stock Exchange of Mauritius and forming part of a leading hotel and leisure Group in Mauritius.

▶ Acting for Baring Private Equity Asia in connection with the acquisition of three Mauritius-based management companies.


Nigeria ▶ Acting for a private equity real estate fund

in connection with the development of over 600 mixed-use units and a recreation centre development on the Lekki Peninsula area.

▶ Acting for the owners of Fan Milk on the sale of their equity stake to Investment Fund for Developing Countries, including reviewing the share purchase agreement, preparing the requisite company resolutions approving the transaction, and providing Nigerian law advice on the transaction.

▶ Acting for Aureos Capital on its investment in Orwell, an oil field service company, and later

on the merger of Orwell International and AOS to create the largest Nigerian-owned oil field service company.

▶ Acting for African Capital Alliance on its investments in MTN Nigeria and SB Ince.

▶ Acted for Paragon Holdings on the development of the Ikeja Mall, the largest mall in West Africa, with Actis and RMB Westport entities.

Rwanda ▶ Acting for the Finnish Fund for Industrial

Cooperation and Essential Capital Consortium in connection with a loan facility granted to company operating in the sector of renewable energy.

▶ Advising Ag DeVCo in connection with an agro business project in the Musanze District, Northern Province of Rwanda

▶ Acting for BIO, a development finance institution wholly owned by the Belgian government, in connection with a senior secured loan to finance the expansion of a tea

factory in order to enhance the Rwandan tea industry.

▶ Acting for Emerging Africa Infrastructure Fund through its authorised agent Investec Asset Management Proprietary and the African Development Bank in connection with the building of water plant facilities in Rwanda

▶ Acting for the lenders in the Bugesera Airport project where they intend to finance the building of the new International Airport in Rwanda.

Tanzania ▶ Acting for Germcorp Capital in connection

with the provision of a USD 20 million investment deal in AFB Mauritius, a disruptive financial technology platform.

▶ Acting for Catalyst in connection with their acquisition of Chai Bora, a leading company in the Tea industry in Tanzania.

Uganda ▶ Acting for CDC Group on its proposed

acquisition of shares in Bujagali Holding Power Company, the largest hydro power producer in Uganda.




▶ Acting for TA Associates Management on its acquisition of a minority stake in Interswitch Nigeria, an integrated digital payments and commerce company .

▶ Acting for Extologix, an investment vehicle of Capitalworks Investment Partners on its proposed acquisition of AON Holdings, covering ten subsidiaries in eight African

countries, a risk management and insurance advisory company.

▶ Acting for Educas Europe Investments on its proposed acquisition of a 100% stake in Rainbow International School.

Zambia ▶ Acting for Silverlands Zambia/Silverstreet

Private Equities Strategies Sicar in relation to the acquisition of four farms in the Serenje farming area of Zambia.

▶ Acting for Two Nine Investment Holding in relation to the acquisition of either 100% of the entire authorised and issued share capital or the assets of Rivonia Farm Products plus a takeover of the value of an outstanding loan held by the company.

▶ Acting for Kukula Seed Fund, a prominent private capital firm in Zambia, in a transaction that involved the purchase of a 15,000-hectare wildlife ranch known as Pia Manzi.

▶ Acting as lead counsel in a transaction which involved the investment by Kibo Fund, managed by the Ciel Capital, into Madison Financial Services.

▶ Acting for EMR Capital, in the acquisition of Lubambe Copper Mines situated in the Copperbelt province of Zambia.

▶ Acting for the Pan African Housing Fund, part of the Phatisa Group, on a joint venture arrangement with Camland Estate to develop 310 residential houses targeting middle-income earners in Lusaka.

▶ Acting for Agrivision Africa in a transaction involving the acquisition of farming assets and a lodge operated as a going concern in the central province of Zambia.

▶ Acting for Standard Chartered in a transaction that involved the transfer of its interest in exchangeable bonds issued to a majority shareholder of a leading independent power producer in Zambia.

▶ Acting for Helios Investment Partners in conducting due diligence and transaction advisory services in respect of an acquisition of a Zambian target engaged in the telecommunications sector.


AWARDS &

ACCOLADES

A number of our lawyers have been recognised by international legal directories in their respective jurisdictions:

Foued Bourabiat of Bourabiat & Associes in Algeria heads up the corporate practice and the firm is described as “highly respected locally and internationally for its breadth of experience, advising clients across industry sectors including banking, telecommunications, energy and engineering. The team is also noted for its skill in private equity matters and international investments, notably in the projects space.” - Chambers Global, 2018

Rizwan Desai of Desai Law Group in Botswana is said to “enjoy a stellar reputation as a market leader…[and] remains sought after for his expert handling of corporate, banking and finance, capital markets and securities matters. His commercial expertise and insight is a phenomenal resource, and his experience in that regard can be relied upon.” – Chambers Global, 2018

Mesfin Tafesse of MTA Law Office in Ethiopia is recognised for his “deep knowledge of the corporate and finance sectors” and is viewed as the “go to” lawyer for foreign corporations seeking assistance with high-value transactions.” – Chambers Global, 2018

Salimatou Diallo of SD Avocats in Guinea heads up what Chambers Global describes as a “dynamic practice” which is commended for the handling of complex matters throughout the OHADA region and for their work on high-value transactional mandates. Salimatou’s team has been called “the best, not only in Guinea but in francophone Africa generally.” – Chambers Global, 2018

Karim Anjarwalla of Anjarwalla & Khanna in Kenya is considered a leading private equity lawyer in the East African region. Chambers Global notes him as having “an enviable reputation in the market, in particular for private equity work and his knowledge of issues relating to publicly traded companies.” - Chambers Global, 2018

Roddy McKean of Anjarwalla & Khanna in Kenya is ranked as an Africa-wide expert in Corporate and M&A matters. Chambers Global describes him as having “a wealth of corporate experience operating on the African continent advising clients on M&A, PE investments, joint ventures and land rights.” - Chambers Global, 2018

Dominic Rebelo of Anjarwalla & Khanna in Kenya is recognised by Chambers Global for the advice he gives to domestic and regional clients, most notably for his advice to private equity funds, DFIs and oil companies. – Chambers Global, 2018


AWARDS & ACCOLADES

Jason Harel of BLC Robert & Associates in Mauritius is known for his “good acumen as regards business law”. The firm is described as “highly reputed…with one of the largest teams on the island. Its diverse offering includes work undertaken in sectors such as real estate, energy, infrastructure, private equity and telecommunications.” – Chambers Global, 2018

Safia Fassi-Fihri of BFR & Associes in Morocco is noted for her “experience across the spectrum of corporate law issues in industries including banking, energy and employment, and is respected in the local and international markets” and has been described peers as being “outstanding” and having “an impressive knowledge of corporate law and a very good eye for detail.” – Chambers Global, 2018

Gbolahan Elias of G. Elias and Co in Nigeria is considered a “standout figure on corporate and commercial matters”. The directory notes that he has “wide-reaching expertise spanning substantial project development and M&A mandates as well as corporate restructurings and tax issues.” – Chambers Global, 2018

Julien Kavaruganda of K-Solutions in Rwanda is described as vastly experienced in real estate matters as well as M&A, corporate, energy and banking law by Chambers Global. The firm is noted as focusing “much of its practice on the international market, assisting investors entering Rwanda with various regulatory and registration issues.” – Chambers Global, 2018

Shamiza Ratansi of ATZ Law Chambers in Tanzania is the managing partner of the firm and is recognised for her “exceptional knowledge of the local market”. The firm is noted as demonstrating “particular expertise in M&A, capital markets and competition law.” – Chambers Global, 2018

Arshad Dudhia of Musa Dudhia & Co in Zambia is well known for his advisory work. The firm is described as having “extensive experience in a wide variety of commercial matters and is especially active on energy, banking and M&A deals and is respected for its involvement in complex transactions.” - Chambers Global, 2018


RANKED FiRMS

Botswana: Desai Law Group

Ethiopia: Mesfin Tafesse & Associates

Kenya: Anjarwalla & Khanna

Malawi: Savjani & Co.

Mauritius: BLC Robert & Associates

Mozambique: ABCC Advogados

Nigeria: G.Elias & Co.

Tanzania: ATZ Law Chambers

Uganda: MMAKS Advocates

Zambia: Musa Dudhia & Co.

RANKED FiRMS iN FiNANCiAL & CORPORATE

Botswana: Desai Law Group

Ethiopia: Mesfin Tafesse & Associates

Guinea: SD Avocats

Kenya: Anjarwalla & Khanna

Madagascar: Madagascar Law Offices

Malawi: Savjani & Co.

Mauritius: BLC Robert & Associates

Morocco: BFR & Associés

Mozambique: ABCC Advogados

Nigeria: G.Elias & Co.

Sudan: Omer Ali Law Firm

Tanzania: ATZ Law Chambers

Uganda: MMAKS Advocates

Zambia: Musa Dudhia & Co.


ALGERiA Foued Bourabiat, Managing Partner [email protected]

ETHiOPiA Mesfin Tafesse, Principal Attorney [email protected]

GUiNEA Salimatou Diallo, Managing Partner [email protected]

KENYA Karim Anjarwalla, Managing Partner [email protected]

MADAGASCAR Sahondra Rabenarivo, Managing Partner [email protected]

MALAWi Krishna Savjani, Managing Partner [email protected]

MAURiTiUS Jason Harel, Founding Partner [email protected]

MOROCCO Safia Fassi-Fihri, Managing Partner [email protected]

MOZAMBiQUE Francisco Avillez, Managing Partner [email protected]

NiGERiA Gbolahan Elias, Principal Partner [email protected]

RWANDA Eric Cyaga, Managing Partner [email protected]

SUDAN Dr. Omer Ali Abdelrahman, Managing Partner [email protected]

TANZANiA Shamiza Ratansi, Managing Partner [email protected]

UGANDA Apollo Makubuya, Managing Partner [email protected]

ZAMBiA Arshad Dudhia, Managing Partner [email protected]

KEY

CONTACTS


ALN

FIRMS

ALGERIA Bourabiat Associés Chemin Mackley, Résidence de la Présidence, Bat C, Ben Aknoun, Alger, Algérie Tel: DZ: +213 775 388 597 | FR: +33 660 790 822 Email: [email protected]

ETHIOPIA Mesfin Tafesse & Associates Tensae Building, 2nd Floor, Office No. 001, Bole Road, Cape Verdi Street Tel: +251 11 667 2341 +251 11667 2271 Email: [email protected]

GUINEA SD Avocats Carrefour de Nongo, Pont de Kaporo, à côté de l’Ecole Centrale Tel: GN +224 620 56 54 95 | FR +33 7 78 02 72 84 Email: [email protected]

KENYA Anjarwalla & Khanna 3rd floor, The Oval, Junction of Ring Road Parklands & Jalaram Road Westlands Tel: +254 0 203 640 000 | +254 0 703 032 000 Email: [email protected]

MADAGASCAR Madagascar Law Offices Immeuble APPEL 2ème étage– Route des Hydrocarbures Ankorondrano – Antananarivo – Madagascar Tel: +261 20 23 256 23 Email: [email protected]

MALAWI Savjani & Co. Ground Floor, Hannover House Hannover Avenue - Blantyre, Malawi Tel: +265 1 824 555 Email: [email protected]

MAURITIUS BLC Robert & Associates 2nd Floor, The Axis, 26 Cybercity Ebene 72201 Mauritius Tel: +230 403 2400 Email: [email protected]

MOROCCO BFR & Associés 201, Boulevard Zerktouni Casablanca, Morocco Tel: +212 5 22 94 96 77 Fax: +212 5 22 94 85 25 Email: [email protected]


ALN MEMBER FIRMS

MOZAMBIQUE ABCC Av. Kenneth Kaunda, 660, Bairro da Sommershield, Maputo, Mozambique Tel: +258 823 026 110 | +258 843 894 872 Email: [email protected]

NIGERIA G. Elias & Co. 6 Broad Street Lagos, Nigeria Tel: +2341 4607890 | +2341 2806970 Email: [email protected]

RWANDA K-Solutions & Partners KN 50ST Ganza -Kiyovu Nyarugenge, Kigali City, Rwanda Tel: +250 727 000 973 Email: [email protected]

SUDAN Omer Ali Law Firm 3rd floor, Tower of Arab Authority for Agricultural Investment and Development Plot 2/1, Block 9/E, Khartoum East, Sudan Tel: +249 155 155 554 Email: [email protected]

TANZANIA ATZ Law Chambers 1st Floor, Opal Place, 77 Haile Selassie Road, Masaki, Dar es Salaam, Tanzania Tel: +255 22 260 1151/2 Email: [email protected]

UGANDA MMAKS Advocates 4th Floor, Redstone House, 7 Bandali Rise, Bugolobi, Uganda Tel: +256 414 259920 Email: [email protected]

ZAMBIA Musa Dudhia & Co. 3rd Floor, Mpile Office Park, 74 Independence Avenue Tel: +260 211 253822 Email: [email protected]

UAE (Regional Office) Anjarwalla Collins & Haidermota Saaha Offices, Block C, Office 501A The Palace Downtown Tel: +971 4 4529091 Email: [email protected]

“This well-regarded network continues to expand its presence across the continent, with particularly extensive reach across anglophone Sub-Saharan Africa. It has recently welcomed three new member firms based in Algeria, Morocco and Guinea, continuing the development of the network’s francophone presence and bringing the total count of members and associates to 16 firms across Africa. The network holds regular meetings between member firms for conferences and training and employs a management team to handle co-ordination and business development. This fosters high levels of member integration and co-operation which benefits and streamlines client service on multi-jurisdictional mandates. ALN chair Cheick Modibo Diarra is an important contact for clients’’ – Chambers Global 2018

ALN The Oval, 3rd Floor, Junction of Ring Rd. Parklands & Jalaram Rd.

P.O. Box 200-00606, Sarit Centre, Nairobi, Kenya T: +254 20 364 0000, +254 703 032 000

E: [email protected]

www.africalegalnetwork.com

PRIVATE - Africa Legal Network · Acting for Endeavor Energy and its Guinean affiliate Tè Power...

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