PRIVATE EQUITY 2 Private Equity
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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 South Africa 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. 4 CONTENTS PAGE Private Equity Our Footprint in Africa e provide integrated legal services Wthroughout Africa from six offices (Cape Town, Dar es Salaam, Durban, Johannesburg, Kampala and Nairobi) in four countries (Kenya, South Africa, Tanzania and Uganda). 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 5 CONTENTS PAGE BOWMANS 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 6 CONTENTS PAGE 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 7 CONTENTS PAGE BOWMANS Our Signature Matters We have advised on: PRIVATE EQUITY-RELATED M&A DEALS FUNDS WORK We have advised: • Agri-Vie Fund I and II (Mauritius); • Ashburton Private Equity Fund I; East Africa • 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; Old Mutual 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 insurance 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; 8 CONTENTS PAGE Private Equity • 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