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 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.

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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, and ) in five countries (, Madagascar, South Africa, and ).

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, , 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

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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."

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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

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7 BOWMANS

Our Signature Matters

We have advised on: PRIVATE EQUITY-RELATED M&A DEALS FUNDS WORK • 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 () • 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 ; this was reported as the largest deal in East Africa in 2014.

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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 Beverages and Woody’s Brands. • the acquisition by PPC of the entire issued share capital of Pronto Holdings from CapitalWorks.

West Africa

• a potential investment by Salt Capital in Liberia. • a USD 80 million investment by Africa Finance Corporation in Nigeria in a listed mining company. • the USD 225 million acquisition by GZ Industries of Frigoglass’ glass operation companies in Nigeria and UAE. • the co-investment by South Suez Capital (with the Abraaj Group) in Fan Milk, Nigeria. • the co-investment by South Suez Capital (with Actis) into a retail property development in AbujaStar Bright Holdings Ltd, as well as other investments in Tanzania and Kenya.

"...often noted for its cross- border capabilities, including transactions involving multiple African jurisdictions. It has a long history of advising multinationals." – Legal 500, 2016

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9 BOWMANS

FUND FINANCING WORK LEVERAGED FINANCING WORK

• a secured fund facility made available to Rockwood Fund I. • the restructuring of Alexander Forbes • two secured facilities made available to Equity Holdings Pty Ltd and its subsidiaries. Leapfrog Financial Inclusion Fund II, LP and • the funding arrangements of Medu Capital in Leapfrog Financial Inclusion Fund II-B, LP. connection with the acquisition of 95% of the • a forward start facility to The Brait IV shares in Elite Truck Hire. Facility Trust. • the leveraged financing provided by Absa • a term loan facility made available to Capital (as mandated lead arranger and Capitalworks Investment Partnership and lender) to a special purpose vehicle in Capitalworks Private Equity Partnership. connection with the acquisition by • funding packages made available to Ascendis Ethos Private Equity of Autozone Retail Health Ltd, as well as Bounty Brands, the and Distribution. healthcare and consumer/ retail businesses of • the financing by The Standard Bank of South Coast2Coast. Africa Ltd and Rand Merchant Bank of the acquisition of McDonald’s South Africa by Shanduka Restaurants Company. • the financing provided by Rand Merchant Bank and various other financial institutions in connection with the private equity buy-out of the media house Primedia Ltd by a consortium led by Brait. • the restructure of Primedia Pty Ltd. • the secured loan advanced by Investec Asset Management to Persianis Properties Ltd in Nigeria. • UAP Holdings Ltd on three capital raising convertible loans from new private equity investors, Aureos Africa Fund LLC, Swedfund and AfricInvest Fund. • a loan by TBL Mirror Fund BV to shareholders of Highlands Mineral Water Company Ltd.

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10 Private Equity

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11 BOWMANS

Accolades

AFRICAN LEGAL AWARDS 2016

We received the awards for Banking, Finance and Restructuring Team of the Year, Employment Team of the Year and Property Team of the Year.

DEALMAKERS AWARDS 2016

We have been identified as the leading legal adviser in Africa by both deal value and number of transactions. We were also ranked third in South Africa for mergers and acquisitions by deal value.

INTERNATIONAL LAW OFFICE CLIENT CHOICE AWARDS

We won the award for South Africa for 2005, 2006, 2008, 2011 and again in 2015.

WHO’S WHO LEGAL AWARDS 2016

We were named South African Law Firm of the Year.

INDIA BUSINESS LAW JOURNAL 2016

CONTENTS PAGE We were identified as one of the leading international law firms for India work.

12 Private Equity

CHAMBERS & PARTNERS IFLR1000 2017 RANKED THE LEGAL 500 EMEA 2016 RANKED US IN US IN THE FOLLOWING 2016 RANKED US IN THE FOLLOWING AREAS AREAS THE FOLLOWING AREAS

BAND 1 TIER 1 BAND 1

KENYA KENYA KENYA Banking & Finance Corporate & Financial Banking & Finance Corporate/ Commercial Mining Commercial, Corporate & M&A Real Estate & Construction SOUTH AFRICA SOUTH AFRICA Capital Markets: Debt Capital Markets SOUTH AFRICA Capital Markets: Equity Competition Commercial, Corporate & M&A Competition Energy Competition Construction M&A Construction Corporate Investigations Labour & Employment TANZANIA Corporate/ M&A Projects & Infrastructure Energy & Infrastructure Employment Shipping & Transport

Environment UGANDA TANZANIA IT/ Telecommunications Energy & Infrastructure Legal Market Overview Projects & Energy Financial & Corporate TANZANIA BAND 2 General Business Law TIER 2

UGANDA KENYA General Business Law KENYA Dispute Resolution Energy Projects & Energy BAND 2 Infrastructure SOUTH AFRICA SOUTH AFRICA Banking & Finance MADAGASCAR Banking Dispute Resolution General Business Law Infrastructure Investment Funds Mining Real Estate SOUTH AFRICA Oil & Gas Ta x Banking & Finance Project Finance Dispute Resolution Media & Broadcasting TANZANIA Ta x Financial & Corporate

Recognised Recognised Recognised 59 Lawyers 31 Lawyers 51 Lawyers

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Key Contacts

JOHN BELLEW Head of Private Equity Johannesburg, South Africa

T: +27 11 669 9494 E: [email protected]

RICHARD HARNEY Managing Partner, Kenya Nairobi, Kenya

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

FRANCISCO KHOZA Head of Banking and Finance Johannesburg, South Africa

T: +27 11 669 9308 E: [email protected]

JOHN FFOOKS Head of Francophone Africa Antananarivo, Madagascar

T: +261 20 224 3247 E: [email protected]

ULRIKE NAUMANN Head of Finance Johannesburg, South Africa

T: +27 11 669 9377 E: [email protected]

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14 Private Equity

WALLY HORAK JOYCE KARANJA Head of Tax, Cape Town Partner Cape Town, South Africa Nairobi, Kenya

T: +27 21 480 7935 T: +254 20 289 9103 E: [email protected] E: [email protected]

ALEX MATHINI PARAS SHAH Partner Partner Nairobi, Kenya Nairobi Kenya

T: +254 20 289 9211 T: +254 20 289 9279 E: [email protected] E: [email protected]

DAVID MPANGA PHILIP COULSON Partner Partner Kampala, Uganda Nairobi, Kenya

T: +256 41 425 4540 T: +254 20 289 9000 E: [email protected] E: [email protected]

JAMES WESTGATE Partner Johannesburg, South Africa

T: +27 11 669 9493 E: [email protected]

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15 Antananarivo T: +261 20 224 3247 E: [email protected]

Cape Town T: +27 21 480 7800 E: [email protected]

Dar es Salaam T: +255 22 219 8000 E: [email protected]

Durban T: +27 31 265 0651 E: [email protected]

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

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

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

Follow us on Twitter: @Bowmans_Law

www.bowmanslaw.com

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