RESTRUCTURING BOWMANS

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Contents

04 Our Firm

05 Our Footprint in Africa

06 Our Restructuring Practice

07 Our Specialist Services

07 Our Signature Matters

11 Key Contacts

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Our Firm

We help our clients overcome legal complexity and unlock opportunity in Africa.

ur track record of providing specialist Our expertise is frequently recognised by Olegal services in the fields of corporate independent research organisations. Most law, banking and finance law and dispute recently, at the inaugural IFLR1000 Awards resolution, spans over a century. for Sub-Saharan Africa (2020), we received 10 awards across four jurisdictions confirming With eight offices in seven African countries our leadership when it comes to advising on and over 400 specialist lawyers, we draw on multijurisdictional mergers and acquisitions in our unique knowledge of the business and Africa. At the African Legal Awards (2020), socio-political environment to advise clients we won awards in three categories and were on a wide range of legal issues. highly commended in a further four categories including African Law Firm of the Year – Large Everywhere we work, we offer clients a Practice. We received awards in three out of service that uniquely blends expertise in the four categories at the DealMakers law, knowledge of the local market, and an Awards (2019): top legal adviser in the M&A understanding of their businesses. Our aim Category for both deal flow and deal value is to assist them to achieve their objectives and advised on the Deal of the Year. In the as smoothly and efficiently as possible while DealMakers South Africa Awards (2019), we minimising the legal and regulatory risks. were placed third for deal value in the M&A Category and advised on both the Deal of the Our clients include corporates, multinationals Year and the BEE Deal of the Year. and state-owned enterprises across a range of industry sectors as well as financial institutions and governments.

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Our Footprint in Africa

e are present in six countries in WAfrica: (), (Moka), South Africa (Cape Town, Durban, Johannesburg), (Dar es Salaam), (Kampala) and (Lusaka).

We work closely with our alliance firms in Ethiopia (Aman Assefa & Associates Law Office) and Nigeria (Udo Udoma & Belo- Osagie). These are two of the leading corporate and commercial law firms in their jurisdictions.

We have developed a best friend relationship with one of ’s strongest law firms (Taciana Peão Lopes & Advogados Associados) and regularly work with leading law firms in other countries such as Angola, Botswana, Ghana, Ivory Coast, Namibia, Rwanda, and Zimbabwe.

We have a comprehensive database of all the law firms we work with in the rest of Africa covering such countries as Algeria, Egypt, Morocco and French-speaking West Africa.

We are representatives of Lex Mundi, a global association with more than 160 independent law firms in all the major centres across the globe. Lex Mundi gives us the ability to connect our clients with the best law firms in each of the countries Bowmans offices represented.

Alliance firms

Best friends

Significant transaction or advisory experience

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Our Restructuring Practice

Restructuring is broader than formal bankruptcy • experience of advising on many of the or liquidation processes. It includes covenant continent’s ground-breaking corporate re-setting, ‘amend and extend’ discussions, transactions as well as significant corporate forbearances or waivers of default, consensual reorganisations; solutions such as refinancing, sale of non-core assets, cash injections and restructuring of the • well-respected dispute resolution expertise business or equity, as well as formal processes and extensive experience in court driven such as schemes of arrangement, business rescue insolvency proceedings as well as a range of and liquidation. litigation and litigation tactics often required in restructurings; and Our Restructuring Practice operates as an integrated team across all of our offices and • the ability to draw on in-house expertise practices to provide our clients with a user-friendly in other areas that may be required in a engagement model and service of a consistently complex restructuring including: regulatory high quality. law (particularly in sectors such as mining, pharmaceuticals and healthcare and We offer: technology, media and telecommunications), pensions and employment law, competition • comprehensive experience ranging from and merger control and real estate law. informal work-outs, bank facility extensions, covenant amendments, consensual We have experience advising on a wide range of restructurings, scheme of arrangement, transactions throughout Africa and considerable administration orders and formal insolvency experience in cross-border restructurings measures such as liquidation; that involve simultaneous insolvency filings in multiple jurisdictions. This extends to advising • significant cross-border restructuring on pan-European and co-ordinated US/ Europe experience in Europe and the US or where any restructurings. of the creditors or stakeholders are European or US based; Our clients include large national clients in African jurisdictions where we have • expertise in complex domestic and cross- representation, as well as multinationals and border finance transactions; international law firms acting on their behalf, non-government entities, governments, state- • extensive knowledge of leveraged and owned entities and financial institutions. acquisition finance, structured finance, capital markets, projects and infrastructure, real estate finance, trade and export finance, commodities finance, derivatives, securitisation, preference share finance, "We are uniquely placed subordinated debt and insolvency and to advise on the full restructuring; range of issues that may

• We also have English law qualified arise throughout any practitioners to advise on English law restructuring process." governed facilities and instruments;

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Our Specialist Our Signature Services Matters

• Contingency planning INTERNATIONAL EXPERTISE • Cross-border restructurings, particularly cross-border group restructurings that We have extensive cross-border restructuring involve simultaneous insolvency filings in experience involving many Western European multiple jurisdictions jurisdictions, the USA and Asia. We have advised • Dealing with auditor concerns regarding the full spectrum of stakeholders, from senior ‘going concern’ status and related issues financial institutions, junior lenders, to hedge • Debt restructuring and rescheduling – funds, bondholders, shareholders, private both creditor-led and debtor-led equity houses and strategic buyers. We advise • Directors’ duties during periods of clients across a broad range of industries and financial distress and restructurings business sectors. • Distressed M&A transactions • Equity capital raising and restructuring • Formal restructuring procedures such AFRICA as schemes of compromise, schemes of arrangement and debt for equity swaps, Some of our recent experience includes exchange offers, business rescue and advising/ acting for: liquidation • Investigation, asset tracing and • Absa Bank on the liquidation of Mayfair insolvency litigation Speculators, including on recovery and • Refinancing of finance facilities tracing of assets. We also advised in • Standstill and forbearance arrangements respect of the Compromise Arrangements in terms of the Companies Act.

• Certain shareholders and directors of Imperial Bank (in receivership) (IBL) Kenya on bank rescue options including a scheme “Always well prepared, of arrangement, bank sale and liquidation. provides clear and succinct tactical advice, have good • AfriSam on the latest restructuring of its negotiation skills and financial indebtedness. an excellent commercial • Alexander Forbes Equity Holdings and its understanding. They’re subsidiaries on the Ugandan law aspects never late on deliverables regarding the restructuring of its capital and always put sufficient structure, involving, inter alia, various debt to equity conversions, preference resources into the project.” share redemptions, share buy backs – Chambers & Partners, 2019 and acquisitions of loans outstanding as well as the entry into of a new term loan agreement, revolving credit facility agreement and two sets of preference share funding instruments issued by shareholders in Alexander Forbes Equity Holdings in connection with the restructure.

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• dfcu Bank as Receiver/Manager to recover Bowmans is “at the sums due from Ntinda View College. forefront of contentious restructuring, insolvency • dfcu Bank as Receiver/Manager to recover UShs 7,356,836,904 and USD 1,096,694 and receivership matters”. from Ndiburungi Sugar Works. – Legal 500, 2018 • A significant stakeholder in theEdcon Group’s long-term restructuring of its ZAR 30 billion debt, operations and capital structure. • ARM Coal on the restructuring of its existing loan and debt arrangements with • Energy Services Uganda on its Glencore in respect of its participation in the deregistration in Uganda. Glencore Participating Coal Business and the Goedgevonden Coal Mine, from a legal, • The monitor appointed by order of court, commercial and financial perspective. to jointly manage the Fedbond collective investment scheme. • Arris Global and Arris South Africa on the restructuring of funding advanced to one of • Gulf Stream Investments Uganda in its main suppliers. liquidation proceedings for the recovery of USD 807,628 from Nakumatt (U). • Lenders in respect of the financial restructuring of Ascendis. • Investec Asset Management, Nedbank, Sanlam Capital Markets, Sanlam Credit • Bank of Uganda on the insolvency of Crane Conduit, Sanlam Investment Management Bank leading to the sale of the Crane Bank to (in its capacity as manager of the SIM dfcu Bank. Institutional Credit Partnership) and Blue Ink-Ubator in relation to the debt • Bank of Uganda on the insolvency of restructuring and sale of The House of Greenland Bank, Cooperative Bank, and Busby. International Credit Bank. • Kenya Airways PLC the Kenyan national • Cell C on the restructuring of its financial carrier listed on the Nairobi, Dar es Salaam indebtedness. and Uganda securities exchanges - lead legal advisers in Kenya, in relation to all • Chase Bank Kenya Ltd (in receivership) aspects of its USD 2.2 billion solvent and on advice to various counterparties on the inter-conditional debt and equity capital impact of the statutory receivership of the restructuring. bank. • A consortium of creditors negotiating • Choppies Enterprises Limited, a Botswanan a liability solution which involves the multinational, on the restructuring of its exchange or conversion of existing financial South African operations. indebtedness into notes under a new domestic medium-term note programme to • Deacons (East Africa) plc on various be established in respect of the Land and options of business recovery including Agricultural Development Bank of South administration. Africa, a State-owned agricultural lender.

• dfcu Bank as Receiver/Manager of Dao • National Treasury on the curatorship of Marble Limited (in receivership) for the African Bank, in particular the “good bank/ recovery of USD 15 million. bad bank” split off. Advising in connection

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with liquidity issues, insolvency and all aspects of the Business Rescue Plan in restructuring advice and regulatory and respect of a ZAR 25 billion recapitalization. public law advice. • Spencon Services in presenting • Nestle Uganda on its voluntary liquidation recognition proceedings under the in Uganda. Insolvency Act, Uganda.

• Norfund, Responsibility, Sanlam, • Standard Chartered Bank, together with Investec Asset Management and various Credit Suisse AG, who were principal large South African and international lenders to Great Basin Gold, a listed Investment and Development Funds Canadian mining company. Great Basin (Including South African State Owned Gold and both mine-owning subsidiaries Development Funds) on the complex were placed, simultaneously, into cross- restructuring of the domestic and border bankruptcy proceedings: Voluntary international listed and unlisted debt Company Creditors Arrangement in instruments issued by Real People Canada, chapter 11 bankruptcy in the USA, Investment Holdings, which included an and Business Rescue in South Africa. Prior extensive debt and equity restructuring. to the restructuring, the South African creditors’ claims exceeded ZAR 11 billion. • Oger Telecom in relation to the disinvestment of its majority stake in the • A financial institution in the class action third largest telecoms operator in South brought against numerous parties in the Africa, Cell C, to Blue Label Telecoms and Steinhoff International restructuring. Net1 Applied Technologies South Africa. • Style Industries, Canon Chemicals • A potential purchaser of Optimum and Charm Industries in insolvency Coal Holdings Limited operations from proceedings for the winding up of business rescue practitioners. Nakumatt Holdings (Nakumatt). Nakumatt is indebted to the three companies which • The Overseas Shipholding Group, Inc were its previous suppliers. The debts (one of the largest shipping tanker groups owing to our clients are unsecured. in the world; listed on the New York We have filed the companies’ notice of Stock Exchange) and its 180 subsidiaries intention to appear in the insolvency in an urgent precedent-making court proceedings as creditors. application to recognise its US bankruptcy in South Africa and to apply, with full • TAMOIL East Africa, a leading downstream force and effect, the automatic stay Oil and Gas Company in Uganda on its provided for in section 362 of the US business winding up proceedings. Bankruptcy Code, in South Africa. • The business rescue practitioner • PPC Limited, the largest cement concerning various aspects of the process manufacturing company in South Africa, arising from the business rescue of a in relation to its announced ZAR 4 billion substantial property-owning group. rights offer and financial restructuring. • The liquidator in respect of matters arising • Several local and foreign investment from the biggest liquidation in Botswana. banks and clients regarding the insolvency implications of structured finance and • The liquidators in the various aspects of related transactions. the transactions relating to the sale of the Pamodzi gold mines. • South African Airways SOC Limited, advising the South African government on • The liquidators of an entity in the

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unsecured lending business where the liabilities of the entity exceed ZAR 500 million.

• Tongaat Hulett on the restructuring of its financial indebtedness.

• Tsebo Group a multinational facilities management company (active in catering, facility management and security provision), advising on a consensual restructure transaction where the consortium of banks took over the Tsebo Group from private equity investors Capital Group and Wendel.

• Uchumi Supermarkets in the petition for the winding up of its operations in Uganda, involving over 78 creditors.

• Uganda Bankers’ Association on the operations of its asset reconstruction company established to realise non- performing loans from financial institutions.

• World Bank Group as a “peer reviewer” of an assessment and report it was conducting on the Insolvency and Creditor Rights of the South African insolvency regime.

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Key Contacts

LYNDON NORLEY RICHARD HARNEY Head of Restructuring Senior Partner, Kenya Cape Town, South Africa Nairobi, Kenya

T: +27 21 480 7905 T: +254 20 289 9000 E: [email protected] E: [email protected]

WILLIAM KASOZI ULRIKE NAUMANN Partner Head of Finance Kampala, Uganda Johannesburg, South Africa

T: +256 31 226 3757 T: +27 11 669 9377 E: [email protected] E: [email protected]

ADAM HARRIS JAMES MCKINNEL Partner Partner Cape Town, South Africa Cape Town, South Africa

T: +27 21 480 7837 T: +27 21 480 7820 E: [email protected] E: [email protected]

JULIETTE DE HUTTON PETER WHELAN Partner Partner Cape Town, South Africa Cape Town, South Africa

T: +27 21 480 7817 T: +27 21 480 7900 E: [email protected] E: [email protected]

To view profiles of our lawyers, please visit www.bowmanslaw.com

11 Cape Town, South Africa T: +27 21 480 7800 E: [email protected]

Dar es Salaam, Tanzania T: +255 76 898 8640 E: [email protected]

Durban, South Africa T: +27 31 109 1150 E: [email protected]

Johannesburg, South Africa T: +27 11 669 9000 E: [email protected]

Kampala, Uganda T: +256 41 425 4540 E: [email protected]

Lusaka, Zambia T: +260 211 356 638 E: [email protected]

Moka, Mauritius T: +230 52 98 01 00 E: [email protected]

Nairobi, Kenya T: +254 20 289 9000 E: [email protected]

Follow us on Twitter: @Bowmans_Law www.bowmanslaw.com

Alliance Firms:

Aman Assefa & Associates Law Office, Addis Ababa, Ethiopia T: +251 11 470 2868 E: [email protected]

Udo Udoma & Belo-Osagie, Lagos, Nigeria T: +234 1 2774920-2, +234 1 2719811-3 E: [email protected]