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PRIVATE EQUITY 2 Private Equity PRIVATE EQUITY 2 Private Equity Contents 04 Our Firm 05 Our Footprint in Africa 06 Our Private Equity Sector 07 Our Specialist Services 08 Our Signature Matters 12 Accolades 14 Key Contacts 3 BOWMANS Our Firm Bowmans is a leading Pan-African law firm. Our track record of providing specialist legal services, both domestic and cross-border, in the fields of corporate law, banking and finance law and dispute resolution, spans over a century. ith seven offices in five African countries Our expertise is frequently recognised by Wand over 400 specialised lawyers, we independent research organisations. We have are differentiated by our geographical reach, been named Africa Legal Adviser by DealMakers independence and the quality of legal services for the last two consecutive years (2014 and 2015) we provide. and South African Law Firm of the Year for 2016 by the Who’s Who Legal. Most recently we won We draw on our unique knowledge of the the Banking, Finance and Restructuring Team of African business environment and in-depth the Year, the Employment Team of the Year, and understanding of the socio-political climate to the Property Team of the Year Awards at advise clients on a wide range of legal issues. the prestigious African Legal Awards hosted Our aim is to assist our clients in achieving their by Legal Week and the Corporate Counsel objectives as smoothly and efficiently as possible Association of South Africa in 2016. while minimising the legal and regulatory risks. Our clients include corporates, multinationals and state-owned enterprises across a range of industry sectors as well as financial institutions and governments. CONTENTS PAGE 4 Private Equity Our Footprint in Africa e provide integrated legal services Wthroughout Africa from seven offices (Antananarivo, Cape Town, Dar es Salaam, Durban, Johannesburg, Kampala and Nairobi) in five countries (Kenya, Madagascar, South Africa, Tanzania and Uganda). We work closely with leading Nigerian firm, UGANDAUGANDA Udo Udoma & Belo-Osagie, which has offices in Abuja, Lagos and Port Harcourt, and have strong relationships with other leading law firms across KENYAKENYA the rest of Africa. We provide coverage of francophone OHADA jurisdictions across the continent (including Benin, NIGERIA NIGERIA Burkina Faso, Burundi, Cameroon, Central African Republic, Chad, Congo Republic, Democratic TANZANIA Republic of Congo, Gabon, Guinea, Ivory Coast, TANZANIA Mali, Mauritania, Niger, Rwanda, Senegal and Togo) from our office in Madagascar. We are representatives of Lex Mundi, a global association, with more than 160 independent law firms in all the major centres across the globe. This SOUTH AFRICA association gives us access to the best firms in each jurisdiction represented. SOUTH AFRICA MADAGASCAR MADAGASCAR Bowmans offices Relationship firm Bowmans offices Francophone Africa coverage Bowmans offices Relationship firm Significant transaction or advisory experience Relationship firm Francophone Africa coverage FrancophoneSignificant transaction Africa coverage or advisory experience Significant transaction or advisory experience CONTENTS PAGE 5 BOWMANS Our Private Equity Sector Our Private Equity Sector provides a full range of approach and innovative in finding solutions that bespoke upstream and downstream services to balance the needs of different interest groups. the private equity industry, including private equity houses and limited partners across Africa. On acquisition we assist with due diligence, structuring, drafting and negotiating acquisition FUND FORMATION documents and obtaining regulatory (including competition) approvals. We also assist with We specialise in structuring and forming private management incentive arrangements and equity funds whose geographic mandate negotiating financing agreements. is focused within Africa. We have extensive experience in representing both private equity Our deep experience helps us create solutions houses and limited partners. We devise bespoke to shareholder issues and to craft shareholders structures that meet the needs of investors, and agreements that protect the interests of different take into account the nature of the instruments stakeholders in portfolio companies while and the industries in which the funds will invest. optimising exit opportunities. We have been involved on the exit side in numerous auction We assist in selecting the appropriate jurisdiction processes, proprietary sales and IPOs and look for the domicile of the fund from a tax and legal to assist our clients in achieving a clean exit that perspective, in structuring carried interest plans minimises post-transaction liability and maximises and in drafting and negotiating fund agreements. value for all. Our clients range from private We also provide exchange control advice and equity and venture capital houses to investors, assist in obtaining the requisite approvals (for management, banks and financial institutions, South African investors and funds). We help throughout Africa and worldwide. clients obtain the regulatory licences and approvals required to act as fund managers. ACQUISITIONS AND EXITS We have a long history of advising private equity funds on all aspects of their mergers and acquisitions activity. We are commercial in our "High-quality firm acting on some of the largest and most significant corporate transactions... Similarly adept when advising on complex, cross-border matters through its extensive network of offices and 'best friend' affiliations across the continent." CONTENTS PAGE – Chambers & Partners, 2016 6 Private Equity Our Specialist Services UPSTREAM • fund formation, including GP and LP representation • carry-structuring arrangements • international and local tax law • financial regulatory law • the regulatory aspects of black economic empowerment and local ownership requirements across Africa DOWNSTREAM • portfolio company acquisitions and disposals, including management incentives • portfolio company and fund financing • competition law • restructuring • international and local tax law • the regulatory aspects of black economic empowerment and local ownership requirements across Africa CONTENTS PAGE 7 BOWMANS Our Signature Matters We have advised on: PRIVATE EQUITY-RELATED M&A DEALS FUNDS WORK East Africa • Ethos Private Fund VI • Ashburton Private Equity Fund I • the acquisition by Agri-Vie Fund PCC and • Russellstone African Opportunities Fund Agri-Vie Investments Ltd of a 45% stake in • restructuring Rockwood Fund I Star Bright Holdings Ltd, as well as other • restructuring the PIC’s Pan-African investments in Tanzania and Kenya. Development Fund • the investment by Abraaj in several East • Harbourvest’s acquisition of ABSA Capital’s African investments including Dashen interest in ABSA Capital Private Equity Fund Breweries plc; Vine Pharmaceuticals, Avenue • investments by Eskom Pension and Group Ltd; Nairobi Women’s Hospital and Provident Fund in Stanlib Africa its investments in the banking sector in Kenya Infrastructure Fund, Investec Africa Fund II, and Tanzania. Helios Africa Fund and the Abraaj • the acquisition of prime real estate in Nairobi Africa Fund by Actis Africa Real Estate Partners. • Cranemere Africa Fund • the investment by AfricInvest in a regional • Delta International Real Estate Fund plastics business. • Billion Group’s International • the investments by Ascent Capital in the Property Fund International Clinical Laboratory, in Ethiopia; • Sanlam’s Africa Core Real Estate Investment and African Queen Ltd in Uganda. Fund (Mauritius) • the acquisition by British American Asset • RMB Westport African Real Estate Fund Manager Ltd (in its capacity as a fund • Delta International Real Estate Fund manager of BAAM Investment Partners • Stanlib Africa Direct Property Development One LLP and BAAM Investment Partners Fund (Mauritius) Two LLP) of a 30% stake in Continental • Athena Capital’s AIH Sub-Saharan Reinsurance Ltd. Africa Fund • the investments by Catalyst Principal Partners • Investec Asset Management’s joint venture in Jamii Bank and Orbit Chemicals. with Growthpoint Properties Ltd • the acquisition by Centum Investment • Investec’s Africa Private Equity Fund II Company Ltd (NSE listed) and Cassia (Guernsey) Capital Partners Ltd of a 45% stake in • Capital Eye’s African Tech Fund Platcorp Holdings Ltd. • Sanari Ventures Fund I • the investments by Emerging Capital • 4Di Capital Fund I Partners, in Nairobi Java House Ltd, Kenyan • Harith Fund Managers’ PAIDFSA and Grain Bulk Handlers and African Gas & Oil PAIDF Mauritius funds Company Ltd. • Agri-Vie Fund I and II (Mauritius) • the investments of Phatisa’s Pan-African • Progression Capital East Africa’s set up Housing Fund and African Agriculture Fund in Kenya in East Africa. • South Suez Africa Fund II • the disposal by Abraaj, AfricInvest and • International Housing Solutions Fund II Swedfund of shares in UAP Holdings Ltd • Botswana Public Officers Pension Fund to Old Mutual; this was reported as the largest deal in East Africa in 2014. CONTENTS PAGE 8 Private Equity Southern Africa • the dual track M&A and IPO process, which resulted in Alexander Forbes Group Holdings listing on the JSE (the largest IPO in 2014) exiting shareholders included Actis and Ethos. • the disposal by Treacle Private Equity and the International Finance Corporation of Teraco Data Environments to Permira. • the investments by Investec Africa Private Equity in the IDM Group and wiGroup • the investment by Denham Capital in BioTherm Energy. • the investments by Salt Capital in Chill
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