PRIVATE EQUITY PRACTICE ALGERIA

BOTSWANA

ETHIOPIA

GUINEA

KENYA

MADAGASCAR

MALAWI

MAURITIUS

MOROCCO

MOZAMBIQUE

NIGERIA

RWANDA

SUDAN

TANZANIA

UGANDA

ZAMBIA

REGIONAL OFFICE UAE ALN’S PRIVATE EQUITY PRACTICE

ALN has a presence in sixteen African countries. Our local knowledge allows us to advise on the Our firms work together providing a one-stop- concerns that fund managers and investment shop solution for clients doing business across committees have when investing in Africa, Africa. including:

ALN member firms have established private ▶▶ environment, social and governance equity teams that have worked together for many considerations and business integrity years on landmark private equity transactions ▶▶ political risk across Africa. Our geographical footprint and seamless collaboration place us in an excellent ▶▶ investment policies position to assist private equity funds navigate ▶▶ deal and tax structures the complexities of investing in African corporates ▶▶ fund flows which often have operations spread out across the continent. We have adopted a standardised ▶▶ currency risks approach to our working practices, including ▶▶ exit routes 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.

ALN - PRIVATE EQUITY 1 ABOUT ALN

ALN is an alliance of leading corporate law firms Chambers Global has consistently ranked the currently in sixteen key African jurisdictions, ALN alliance as Band 1 in the “Leading Regional including the continent’s gateway economies. Law Firm Networks – Africa-wide” category. We have a presence in Francophone, Anglophone, Lusophone and Arabic-speaking For more information on ALN, please visit Africa: Algeria, Botswana, Ethiopia, Guinea, www.africalegalnetwork.com. 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.

ALN - PRIVATE EQUITY 2 REPRESENTATIVE DEALS

Algeria ▶▶ Acting for The Carlyle Group, CVC Capital prominent branded generic pharmaceuticals Partners and a group of co-investors on the business, in Algeria and Tunisia. acquisition of a majority shareholding in ENGIE E&P International for USD 3.9 billion ▶▶ Acting for Emerging Capital Partners on the from France’s ENGIE Group. acquisition of an important participation in Atlas Bottling Corporation, PepsiCola’s ▶▶ Acting for Actis in connection with its exclusive bottler in Algeria. significant investment in Medis Group, a

Ethiopia ▶▶ Acting for Schulze Global Investment on its recent acquisition of an Addis Pharmaceutical various investments in Ethiopia. Factory.

▶▶ Acting for Capital 54 in connection with a ▶▶ Acting for Veris investments on its acquisition number of acquisition deals including its most of Holland Dairy.

Guinea ▶▶ Acting for Endeavor Energy and its Guinean on their USD 90 million and USD 80 million affiliate Tè Power SASU (backed by global financing of the exploitation of a bauxite private equity firm Denham Capital) on its mine in Guinea. development and project financing and providing sponsor assistance in the context ▶▶ Acting for Pala Investments on its USD 10 of a USD 121 million financing by institutional million financing of the exploitation of a lenders (the first project finance IPP of the bauxite mine in Guinea. country). ▶▶ Acting for Swiss Re in connection with its ▶▶ Acting for OMF Fund II, AFC Equity acquisition of shares in the banking and Investments and Resource Capital Fund VI insurance sectors in Guinea.

ALN - PRIVATE EQUITY 3 REPRESENTATIVE DEALS

Kenya ▶▶ Acting for CDC Group on its USD 140 million ▶▶ Acting for Catalyst Principal Partners equity investment for 40.65% of the issued in connection with its debt and equity share capital in ARM Cement, East Africa’s investment in the Kensta Group, a printing second biggest cement producer with and digital telecommunications business operations in Kenya, Tanzania and South operating in Eastern and Southern Africa. Africa and listed on the Nairobi Securities Exchange. ▶▶ Acting for Energy Access Ventures and Blue Haven Alternatives as lead investors, who ▶▶ Acting for Helios Investment Partners on invested USD 7.5 million in a Series A round the disposal of its stake of 24.99% of its into PEGAfrica, the leading off-grid solar pay- shareholding in Equity Group Holdings, a as-you-go company operating in Ghana. company listed on the Nairobi Securities Exchange, the Uganda Stock Exchange and ▶▶ Acting for Catalyst Principal Partners in the Rwanda Stock Exchange. connection with their set-up of and fund raising for Catalyst Fund II which achieved a ▶▶ Acting for Helios Investment Partners in first close of USD 103 million in commitments connection with the acquisition of 70% and targeting USD 175 million of total of the share capital of Telkom Kenya from commitments. France Telecom and in connection with the acquisition of a shareholder loan from France ▶▶ Acting for Kuramo Capital Management in Telecom. connection with its investment for 24.99% of the shares in Trans-century, a company listed ▶▶ Acting for a consortium of investors on the Nairobi Securities Exchange. comprising Africinvest Capital Partners, DEG, FMO and Proparco in connection with ▶▶ Acting for Emerging Capital Partners and its an equity investment of approximately USD educational holding company, Maarifa Edu, on 50 million in Britam Holdings, a Kenyan its purchase of a 75% stake in KCA University listed insurance and asset management (KCA), a leading Kenyan university, as well as group with operations in Kenya, Tanzania, on its establishment of a joint venture with Uganda, Rwanda, Malawi, South Sudan and KCA and the Institute of Certified Public Mozambique. Accountants Kenya.

▶▶ Acting for Emerging Capital Partners in ▶▶ Acting for Catalyst Principal Partners in connection with the sale of its stake in Java relation to its investment in Jamii Bora Bank, House, East Africa’s leading coffee-led casual the fastest growing bank in Kenya focused on dining chain, to Abraaj Group. enterprise banking.

▶▶ Acting for Amethis Africa Finance and Metier ▶▶ Acting for Ascent Capital in connection with Investments Advisory on their acquisition of its initial and follow on acquisition of shares shares in Kenafric Development. in Kisumu Concrete Products, a company involved in the extraction and manufacture ▶▶ Acting for Actis on its 36% equity investment of concrete products. in AutoXpress Group, a leading East African tyre wholesaler and retailer.

ALN - PRIVATE EQUITY 4 REPRESENTATIVE DEALS

▶▶ Acting for Asia Africa Investment and ▶▶ Acting as lead counsel for Energy Access Consulting, a Singapore-based fund services Ventures in its first investment from its provider, in connection with its investment newly raised fund in Off-Grid Electric based through its fund, Africa Healthcare Master in Tanzania. Fund in Seven Seas Technologies, a leading technology company in East Africa, through ▶▶ Acting for Energy Access Ventures and STAK a share subscription transaction. Pymwymic in connection with an equity investment in Enterprise Projects Ventures ▶▶ Acting for Frontier Energy, a leading investor which provides turn-key refrigerated cold- in the African renewable energy market, storage solutions to enable small and growing in connection with the restructuring of its agribusinesses to access energy-efficient funds. food processing technology in East Africa.

Mauritius ▶▶ Acting for LeapFrog Financial Inclusion Fund ▶▶ Acting for MCB Capital Markets in connection II on the USD 400 million social impact PE with its acquisition of the entire shareholding fund. held by Club Med S.A.S in Compagnie Des Villages De Vacances De L’isle De France, ▶▶ Acting for Berkeley Energy in the setting a company listed on the Stock Exchange of up and first closing of the USD 200 million Mauritius. African Renewable Energy Fund. ▶▶ Acting for Dentressangle Initiatives in ▶▶ Acting for International Housing Solutions in connection with its acquisition of shares in connection with the setting up of a Mauritius Sun, a company listed on the Stock Exchange domiciled fund with a master feeder limited of Mauritius and forming part of a leading partnership structure formed to invest in the hotel and leisure Group in Mauritius. acquisition and development of residential and supporting commercial real estate in ▶▶ Acting for Baring Private Equity Asia in Sub-Saharan Africa. connection with the acquisition of three Mauritius-based management companies. ▶▶ 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.

ALN - PRIVATE EQUITY 5 REPRESENTATIVE DEALS

Nigeria ▶▶ Acting for a private equity real estate fund on the merger of Orwell International and in connection with the development of over AOS to create the largest Nigerian-owned oil 600 mixed-use units and a recreation centre field service company. development on the Lekki Peninsula area. ▶▶ Acting for African Capital Alliance on its ▶▶ Acting for the owners of Fan Milk on the sale investments in MTN Nigeria and SB Ince. of their equity stake to Investment Fund for Developing Countries, including reviewing ▶▶ Acted for Paragon Holdings on the development the share purchase agreement, preparing the of the Ikeja Mall, the largest mall in West requisite company resolutions approving the Africa, with Actis and RMB Westport entities. 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

Rwanda ▶▶ Acting for the Finnish Fund for Industrial factory in order to enhance the Rwandan tea Cooperation and Essential Capital Consortium industry. in connection with a loan facility granted to company operating in the sector of renewable ▶▶ Acting for Emerging Africa Infrastructure energy. Fund through its authorised agent Investec Asset Management Proprietary and the ▶▶ Advising Ag DeVCo in connection with an African Development Bank in connection with agro business project in the Musanze District, the building of water plant facilities in Rwanda Northern Province of Rwanda ▶▶ Acting for the lenders in the Bugesera Airport ▶▶ Acting for BIO, a development finance project where they intend to finance the institution wholly owned by the Belgian building of the new International Airport in government, in connection with a senior Rwanda. secured loan to finance the expansion of a tea

Tanzania ▶▶ Acting for Germcorp Capital in connection ▶▶ Acting for Catalyst in connection with their with the provision of a USD 20 million acquisition of Chai Bora, a leading company in investment deal in AFB Mauritius, a the Tea industry in Tanzania. disruptive financial technology platform.

Uganda ▶▶ Acting for CDC Group on its proposed Power Company, the largest hydro power acquisition of shares in Bujagali Holding producer in Uganda.

ALN - PRIVATE EQUITY 6 REPRESENTATIVE DEALS

▶▶ Acting for TA Associates Management on its countries, a risk management and insurance acquisition of a minority stake in Interswitch advisory company. Nigeria, an integrated digital payments and commerce company . ▶▶ Acting for Educas Europe Investments on its proposed acquisition of a 100% ▶▶ Acting for Extologix, an investment vehicle stake in Rainbow International School. of Capitalworks Investment Partners on its proposed acquisition of AON Holdings, covering ten subsidiaries in eight African

Zambia ▶▶ Acting for Silverlands Zambia/Silverstreet ▶▶ Acting for the Pan African Housing Fund, Private Equities Strategies Sicar in relation to part of the Phatisa Group, on a joint venture the acquisition of four farms in the Serenje arrangement with Camland Estate to develop farming area of Zambia. 310 residential houses targeting middle- income earners in Lusaka. ▶▶ Acting for Two Nine Investment Holding in relation to the acquisition of either 100% of ▶▶ Acting for Agrivision Africa in a transaction the entire authorised and issued share capital involving the acquisition of farming assets or the assets of Rivonia Farm Products plus a and a lodge operated as a going concern in the takeover of the value of an outstanding loan central province of Zambia. held by the company. ▶▶ Acting for Standard Chartered in a transaction ▶▶ Acting for Kukula Seed Fund, a prominent that involved the transfer of its interest in private capital firm in Zambia, in a transaction exchangeable bonds issued to a majority that involved the purchase of a 15,000-hectare shareholder of a leading independent power wildlife ranch known as Pia Manzi. producer in Zambia.

▶▶ Acting as lead counsel in a transaction which ▶▶ Acting for Helios Investment Partners in involved the investment by Kibo Fund, conducting due diligence and transaction managed by the Ciel Capital, into Madison advisory services in respect of an acquisition Financial Services. of a Zambian target engaged in the telecommunications sector. ▶▶ Acting for EMR Capital, in the acquisition of Lubambe Copper Mines situated in the Copperbelt province of Zambia.

ALN - PRIVATE EQUITY 7 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 Ethiopiais 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

ALN - PRIVATE EQUITY 8 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 Rwandais 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

ALN - PRIVATE EQUITY 9 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.

ALN - PRIVATE EQUITY 10 KEY CONTACTS

ALGERIA NIGERIA Foued Bourabiat, Managing Partner Gbolahan Elias, Principal Partner [email protected] [email protected]

BOTSWANA RWANDA Rizwan Desai, Managing Partner Eric Cyaga, Managing Partner [email protected] [email protected]

ETHIOPIA SUDAN Mesfin Tafesse, Principal Attorney Dr. Omer Ali Abdelrahman, Managing Partner [email protected] [email protected]

GUINEA TANZANIA Salimatou Diallo, Managing Partner Shamiza Ratansi, Managing Partner [email protected] [email protected]

KENYA UGANDA Karim Anjarwalla, Managing Partner Apollo Makubuya, Managing Partner [email protected] [email protected]

MADAGASCAR ZAMBIA Sahondra Rabenarivo, Managing Partner Arshad Dudhia, Managing Partner [email protected] [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]

ALN - PRIVATE EQUITY 11 ALN FIRMS

ALGERIA BOTSWANA Bourabiat Associés Desai Law Group Chemin Mackley, Résidence de la Présidence, 3rd Floor, North Wing, Central Square, Central Bat C, Ben Aknoun, Alger, Algérie Business District (CBD), Gaborone Tel: DZ: +213 775 388 597 | FR: +33 660 790 Tel: +267 3162727 822 Fax: +267 3162737 Email: [email protected] Email: [email protected]

ETHIOPIA GUINEA Mesfin Tafesse & Associates SD Avocats Tensae Building, 2nd Floor, Office No. 001, Carrefour de Nongo, Bole Road, Cape Verdi Street Pont de Kaporo, à côté de l’Ecole Centrale Tel: +251 11 667 2341 Tel: GN +224 620 56 54 95 | FR +33 7 78 02 72 +251 11667 2271 84 Email: [email protected] Email: [email protected]

KENYA MADAGASCAR Anjarwalla & Khanna Madagascar Law Offices 3rd floor, The Oval, Junction of Ring Road Immeuble APPEL 2ème étage Route des Parklands & Jalaram Road Westlands Hydrocarbures Ankorondrano, Antananarivo Nairobi Tel: +261 20 22 256 23 Tel: +254 0 203 640 000 | +254 0 703 032 000 Email: [email protected] Email: [email protected]

MALAWI MAURITIUS Savjani & Co. BLC Robert & Associates Ground Floor, Hannover House 2nd Floor, The Axis, 26 Cybercity Hannover Avenue - Blantyre, Malawi Ebene 72201 Mauritius Tel: +265 1 824 555 Tel: +230 403 2400 Email: [email protected] Email: [email protected]

ALN - PRIVATE EQUITY 12 ALN MEMBER FIRMS

MOROCCO MOZAMBIQUE BFR & Associés ABCC 201, Boulevard Zerktouni Av. Kenneth Kaunda, 660, Bairro da Casablanca, Morocco Sommershield, Maputo, Mozambique Tel: +212 5 22 94 96 77 Tel: +258 823 026 110 | +258 843 894 872 Fax: +212 5 22 94 85 25 Email: [email protected] Email: [email protected]

NIGERIA RWANDA G. Elias & Co. K-Solutions & Partners 6 Broad Street KN 50ST Ganza -Kiyovu Lagos, Nigeria Nyarugenge, Kigali City, Rwanda Tel: +2341 4607890 | +2341 2806970 Tel: +250 727 000 973 Email: [email protected] Email: [email protected]

SUDAN TANZANIA Omer Ali Law Firm ATZ Law Chambers 3rd floor, Tower of Arab Authority for 1st Floor, Opal Place, 77 Haile Selassie Road, Agricultural Investment and Development Plot Masaki, Dar es Salaam, Tanzania 2/1, Block 9/E, Khartoum East, Sudan Tel: +255 22 260 1151/2 Tel: +249 155 155 554 Email: [email protected] Email: [email protected]

UGANDA ZAMBIA MMAKS Advocates Musa Dudhia & Co. 3rd Floor, DTB Centre, Plot 17/19 Kampala 3rd Floor, Mpile Office Park, 74 Independence Road, Uganda Avenue Tel: +256 414 259920 Tel: +260 211 253822 Email: [email protected] Email: [email protected]

UAE (REGIONAL OFFICE) Anjarwalla Collins & Haidermota Saaha Offices, Block C, Office 501A The Palace Downtown Tel: +971 4 4529091

ALN - PRIVATE EQUITY 13 “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