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 six offices in four African countries Our expertise is frequently recognised by Wand over 400 specialised lawyers, we independent research organisations. We have are differentiated by our independence and been named African Legal Adviser of the Year the quality of legal services we provide. by DealMakers for the last four consecutive years and South African Law Firm of the Year for 2018 We draw on our unique knowledge of the African in the Chambers Africa Awards for Excellence business environment and in-depth understanding and the South African Professional Services of the socio-political climate to advise clients on a Awards. We were also the only firm that was wide range of legal issues. Our aim is to assist our ‘highly commended’ in the African Law Firm of clients in achieving their objectives as smoothly the Year – Large Practice category at the African and efficiently as possible while minimising the Legal Awards hosted by Legal Week and the legal and regulatory risks. Corporate Counsel Association of in 2017 and won the Technology, Media and Our clients include corporates, multinationals Telecommunications Team of the Year Award. 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 provide integrated legal services Wthroughout Africa from six offices (Cape Town, Dar es Salaam, Durban, Johannesburg, and ) in four countries (, South Africa, and ).

We work closely with leading Nigerian firm, Udo Udoma & Belo-Osagie, and Mozambique- based boutique firm, Taciana Peão Lopes & Advogados Associados. We also have strong relationships with other leading law firms across the rest of 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. This association gives us access to the best firms in each jurisdiction represented.

Bowmans offices

Relationship firm

Significant transaction or advisory experience

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Our Private Equity Sector

Our Private Equity Sector provides a full range ACQUISITIONS AND EXITS of bespoke upstream and downstream services to the private equity industry, including private We have a long history of advising private equity houses and limited partners across Africa. equity funds on all aspects of their mergers and acquisitions activity. We are commercial in our FUND FORMATION approach and innovative in finding solutions that balance the needs of different interest groups. We specialise in structuring and forming private equity funds whose geographic mandate On acquisition we assist with due diligence, is focused within Africa. We have extensive structuring, drafting and negotiating acquisition experience in representing both private equity documents and obtaining regulatory (including houses and limited partners. We devise bespoke competition) approvals. We also assist with structures that meet the needs of investors, and management incentive arrangements and take into account the nature of the instruments negotiating financing agreements. and the industries in which the funds will invest. Our extensive experience helps us create We assist in selecting the appropriate jurisdiction solutions to shareholder issues and to craft for the domicile of the fund from a tax and legal shareholders agreements that protect the perspective, in structuring carried interest plans interests of different stakeholders in portfolio and in drafting and negotiating fund agreements. companies while optimising exit opportunities. We also provide exchange control advice and We have been involved on the exit side in assist in obtaining the requisite approvals (for numerous auction processes, proprietary South African investors and funds). We help sales and IPOs and look to assist our clients clients obtain the regulatory licences and in achieving a clean exit that minimises post- approvals required to act as fund managers. transaction liability and maximises value for all.

Our clients range from private equity and venture capital houses to investors, "Peers recognise the firm's management, banks and financial institutions, extensive presence: 'They throughout Africa and worldwide. have an attractive footprint in a number of countries'... Commentators praise the 'high-quality advice' dispensed by the firm's 'dependable and experienced partners'." – Chambers & Partners, 2017

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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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Our Signature Matters

We have advised on: PRIVATE EQUITY-RELATED M&A DEALS FUNDS WORK We have advised: • Agri-Vie Fund I and II (); • Ashburton Private Equity Fund I; • Athena Capital’s AIH Sub-Saharan Africa Fund; • Actis Africa Real Estate Partners on a • Billion Group’s International Property Fund; number of property-related acquisitions • Botswana Public Officers Pension Fund; such as the purchase of prime real estate • Capital Eye’s African Tech Fund; in Nairobi for the purpose of developing • Cranemere Africa Fund; a residential cum commercial estate; deal • Delta International Real Estate Fund; value of KES 1.2 billion; • investments by Eskom Pension and • Africa Health Fund LLC (a subsidiary of Provident Fund in Stanlib Africa the Abraaj Group) on its exits from Nairobi Infrastructure Fund, Investec Africa Frontier Womens Hospital and Avenue Hospital Private Equity Fund II, Helios Africa Fund Group, and also on its investments in a and the Abraaj Africa Fund; greenfield cardiac hospital in Kenya and in • Ethos Private Fund VI; Lusaka Trust Hospital in Zambia; • Harbourvest’s acquisition of ABSA Capital’s • Africa Health Fund on its proposed interest in Absa Capital Private Equity Fund, investment in ISO Healthcare, a company re-named Rockwood Fund I, and that will develop a multi-speciality hospital the restructure of Rockwood Fund I; in Nairobi; • Harith Fund Managers’ PAIDFSA and • Africinvest Group in a proposed Investment PAIDF Mauritius funds; in Silafrica Plastics & Packaging; • Inspired Evolution Fund II; • Aureos Africa Fund LLC, Swedfund • International Housing Solutions Fund II; and AfricInvest Fund in respect of • Investec Asset Management’s joint venture their exits from UAP Holdings Ltd to with Growthpoint Properties Ltd; Group; • restructuring the Pan-African Infrastructure • Aureos on its investment in Dashen Development Fund; Breweries plc, an Ethiopian alcoholic • Progression Capital East Africa’s set up beverage manufacturer, as part of a in Kenya; consortium of investors put together • RMB Westport African Real Estate Fund; by Duet Capital; • Russellstone African Opportunities Fund; • Capitalworks on the acquisition of • Sanlam’s Africa Core Real Estate the African brokerage and Investment Fund (Mauritius); employee benefits business of AON plc • Sanari Ventures Fund I; in 10 African countries; • South Suez Africa Fund II; • Catalyst Principal Partners on its • Stanlib Africa Direct Property Development investment in Orbit Chemicals Group; Fund (Mauritius); and • on a USD 140 million Investment by • 4Di Capital Fund I. CDC Group plc in ARM Cement Ltd (ARM) by subscription of shares in ARM;

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• CDC Group plc, as Kenyan legal counsel, • on the investment by Denham Capital in on the acquisition of a 10.68% stake in I&M BioTherm Energy; Holdings Ltd; • Ethos on the acquisition of a stake in • Centum in investing over KES 100 million Eaton Towers; to acquire an extra 3% stake in Almasi • the shareholders of Idwala Industrial Beverages Ltd; Holdings Ltd (including Ethos, Old Mutual • on the acquisition by Centum Investment and Kagiso Tiso Holdings) on the disposal Company Ltd (NSE listed) and Cassia of Idwala Industrial Holdings to Investec Capital Partners Ltd of a 45% stake in Private Equity; Platcorp Holdings Ltd; • Investec Africa Frontier Private Equity • General Plastics Ltd on the USD 14.2 million Fund II on its acquisitions of the IDM Group investment by a fund managed by Phatisa and wiGroup; Fund Managers Ltd in General Plastics; • on the dual track M&A and IPO process, which • Kenafric Industries Ltd in respect of an resulted in Alexander Forbes Group Holdings equity investment by Amethis; listing on the JSE (the largest IPO in 2014), • Orange SA in respect of its sale of a 70% exiting shareholders included Actis and Ethos; equity stake in Telkom Kenya Ltd to private • Phatisa’s Africa Agriculture Fund on the equity firm Helios Investment Partners; acquisition of Kanu Equipment’s earthmoving, • Phatisa’s Africa Agriculture Fund on mining, agriculture and road construction the acquisition of Kanu Equipment’s equipment business; earthmoving, mining, agriculture and road • Rockwood Fund I on the disposal of construction equipment business; Tsebo Holdings to Wendel; • Quantum Global Fund on its investment • on the investments by Salt Capital in in Savannah Cement Group; and Chill Beverages and Woody’s Brands; • Resolution Health Kenya Ltd on an • Standard Chartered on the restructure and investment by Leapfrog Holdings disposal of Afrifresh and the acquisition (deal value USD 18.7 million). of a strategic stake in Choppies; and • on the disposal by Treacle Private Equity and Southern Africa the International Finance Corporation of Teraco Data Environments to Permira. • Capitalworks on the acquisition of the African insurance brokerage and employee benefits business of AON plc "Bowmans is a rapidly growing in 10 African countries; force in private equity funds • Capitalworks on its disposal of the and Africa-wide regulatory entire issued share capital of Pronto issues. The firm is 'very Holdings to PPC; • Convergence Partners on the acquisition responsive, highly experienced of a significant stake in FibreCo, on the in Africa fund formation and restructuring of shareholding arrangements very good value compared in VGG, on subscriptions of shares in with international equivalents'." Snapt and on its investment into DarkFibre and Vumatel; – Legal 500, 2017

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“...often noted for its cross- FUND FINANCING WORK border capabilities, including transactions involving multiple We have advised on:

African jurisdictions. It has a • funding packages made available to long history of advising Ascendis Health Ltd, as well as Bounty multinationals.” Brands, the healthcare and consumer/ retail – Legal 500, 2016 businesses of Coast2Coast; • a term loan facility made available to Capitalworks Investment Partnership and Capitalworks Private Equity Partnership; West Africa • two secured facilities made available to Leapfrog Financial Inclusion Fund II, LP and • on a USD 80 million investment by Leapfrog Financial Inclusion Fund II-B, LP; Africa Finance Corporation in Nigeria • a secured fund facility made available to in a listed mining company; Rockwood Fund I; and • on the USD 225 million acquisition by • a forward start facility to The Brait IV GZ Industries of Frigoglass’ glass Facility Trust. operation companies in Nigeria and UAE; • on a potential investment by Phatisa’s Africa Agriculture Fund in a Nigerian manufacturing business; • on a potential investment by Salt Capital in Liberia; • on the co-investment by South Suez Bowmans was named Single Capital (with Actis) into a retail property Deal Advisor (Legal) and also development in AbujaStar Bright Holdings recognised as Local Legal Ltd, as well as other investments in Tanzania and Kenya; and Advisor of the Year for Africa • on the co-investment by South Suez Capital for 2017 at the Private Equity (with the Abraaj Group) in Fan Milk, Nigeria. Africa Awards.

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LEVERAGED FINANCING WORK

We have advised on:

• the leveraged financing provided by Absa Capital (as mandated lead arranger and lender) to a special purpose vehicle in connection with the acquisition by Ethos Private Equity of Autozone Retail and Distribution; • the restructuring of Alexander Forbes Equity Holdings Pty Ltd and its subsidiaries; • the secured loan advanced by Investec AssetManagement to Persianis Properties Ltd in Nigeria; • the funding arrangements of Medu Capital in connection with the acquisition of 95% of the shares in Elite Truck Hire; • the restructure of Primedia Pty Ltd; • a loan by TBL Mirror Fund BV to shareholders of Highlands Mineral Water Company Ltd. • 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 financing by The Standard Bank of South Africa Ltd and Rand Merchant Bank of the acquisition of McDonald’s South Africa by Shanduka Restaurants Company; and • UAP Holdings Ltd on three capital raising convertible loans from new private equity investors, Aureos Africa Fund LLC, Swedfund and AfricInvest Fund.

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Accolades

AFRICAN LEGAL AWARDS 2017

We won the Technology, Media and Telecommunications Team of the Year Award. We were also ‘highly commended’ in the African Law Firm of the Year – Large Practice and Litigation and Dispute Resolution Team of the Year categories.

DEALMAKERS AWARDS 2018

We have been identified as the leading legal adviser in Africa by volume. This is the fourth consecutive year we have been recongnised this way.

INTERNATIONAL LAW OFFICE CLIENT CHOICE AWARDS

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

INDIA BUSINESS LAW JOURNAL 2017

We were named as one of the leading international law firms for India work.

WHO’S WHO LEGAL AWARDS 2016

We were named South African Law Firm of the Year.

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CHAMBERS & PARTNERS IFLR1000 2018 THE LEGAL 500 EMEA 2018 RANKED US IN RANKED US IN THE 2018 RANKED US IN THE FOLLOWING AREAS FOLLOWING AREAS THE FOLLOWING AREAS

BAND 1 TIER 1 TIER 1

KENYA KENYA KENYA Banking & Finance Financial & Corporate Banking, Finance & Corporate/ Commercial Mining Capital Markets Employment Commercial, Corporate & M&A SOUTH AFRICA Employment SOUTH AFRICA Capital Markets Real Estate & Construction Capital Markets: Debt Competition Capital Markets: Equity Energy SOUTH AFRICA Competition M&A Commercial, Corporate & M&A Corporate Investigations Competition M&A UGANDA Employment Employment Financial & Corporate Projects & Infrastructure Environment Project Development Shipping IT/ Telecommunications UGANDA Projects & Energy Legal Markets Overview Shipping TIER 2 Ta x

UGANDA KENYA TIER 2 General Business Law Energy

Infrastructure KENYA Dispute Resolution BAND 2 SOUTH AFRICA Banking Projects & Energy Infrastructure SOUTH AFRICA SOUTH AFRICA Mining Banking & Finance Banking & Finance Oil & Gas Construction Dispute Resolution Project Finance Dispute Resolution Media & Broadcasting Investment Funds Restructuring/ Insolvency Ta x KENYA TANZANIA Projects & Energy Legal Markets Overview TANZANIA General Business Law

Recognised Recognised Recognised 67 Lawyers 36 Lawyers 32 Lawyers

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Key Contacts

JOHN BELLEW WALLY HORAK Head of Private Equity Head of Tax, Cape Town Johannesburg, South Africa Cape Town, South Africa

T: +27 11 669 9494 T: +27 21 480 7935 E: [email protected] E: [email protected]

RICHARD HARNEY ALEX MATHINI Managing Partner, Kenya Partner Nairobi, Kenya Nairobi, Kenya

T: +254 20 289 9000 T: +254 20 289 9211 E: [email protected] E: [email protected]

WILBERT KAPINGA DAVID MPANGA Managing Partner, Tanzania Partner Dar es Salaam, Tanzania Kampala, Uganda

T: +255 76 898 8640 T: +256 41 425 4540 E: [email protected] E: [email protected]

SHAMILAH GRIMWOOD-NORLEY JAMES WESTGATE Head of Banking and Finance Partner Cape Town, South Africa Johannesburg, South Africa

T: +27 21 480 7855 T: +27 11 669 9493 E: [email protected] E: [email protected]

ULRIKE NAUMANN JOSHUA JANKS Head of Finance Partner Johannesburg, South Africa Cape Town, South Africa

T: +27 11 669 9377 T: +27 21 480 7859 E: [email protected] E: [email protected]

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JOYCE KARANJA-NG'ANG'A Partner Nairobi, Kenya

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

PARAS SHAH Partner Nairobi, Kenya

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

PHILIP COULSON Partner Nairobi, Kenya

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

TIMOTHY MCDOUGALL Partner Johannesburg, South Africa

T: +27 11 669 9259 E: [email protected]

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

Dar es Salaam T: +255 76 898 8640 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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