RESTRUCTURING BOWMANS

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Contents

04 Our Firm

05 Our Footprint in Africa

06 Our Restructuring Practice

07 Our Specialist Services

07 Our Signature Matters

10 Key Contacts

3 BOWMANS

Our Firm

Bowmans exists to help our clients overcome legal complexity and unlock opportunity in Africa. 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 W and over 400 specialised lawyers, we independent research organisations. We were draw on our unique knowledge of the business ranked first by deal value and second by deal and socio-political environment to advise count in Mergermarket’s 2018 Africa league clients on a wide range of legal issues. tables for legal advisors. We received awards in five out of six categories at the Dealmakers Everywhere we work, we offer clients a Awards for 2018: top legal adviser service that uniquely blends expertise in the in M&A for both deal flow and value, top legal law, knowledge of the local market and an adviser in General Corporate Finance for both understanding of their businesses. Our aim transaction flow and value, and advised on the is to assist them to achieve their objectives Deal of the Year. In the Dealmakers South Africa as smoothly and efficiently as possible while Awards for 2018, we were placed first for deal minimising the legal and regulatory risks. flow in the General Corporate Finance category.

Our clients include corporates, multinationals We were named South African Law Firm of the and state-owned enterprises across Year for 2018 in the Chambers Africa Awards for a range of industry sectors as well as Excellence. We also received the 2019 awards for financial institutions and governments. Transportation and Infrastructure Team of the Year and TMT Team of the Year at the African Legal Awards hosted by Legal Week and the Corporate Counsel Association of South Africa.

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Our Footprint in Africa

e provide integrated legal services Wthroughout Africa from seven offices (Cape Town, Dar es Salaam, Durban, Johannesburg, Kampala, Moka and ) in five countries (, , South Africa, and ).

We work closely with our alliance firm, Aman Assefa & Associates Law Office, in Ethiopia, and our best friends in Nigeria and Uganda (Udo Udoma & Belo-Osagie and Ethiopia Taciana Peão Lopes & Advogados Associados, respectively). We also have strong relationships with other leading law firms across the rest of Africa.

We are representatives of Lex Mundi, a global Nigeria Kenya association with more than 160 independent law firms in all the major centres across the globe. Tanzania This association gives us access to the best firms in each jurisdiction represented.

Mauritius South Africa

Mozambique

Bowmans offices

Alliance firms

Best friends

Significant transaction or advisory experience

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Our Restructuring Practice

We are uniquely placed to advise on the full • an ability to handle the largest and most range of issues that may arise throughout any time-critical of corporate legal matters restructuring process. and transactions as a result of our size, resources and breadth of skills combined Restructuring is broader than formal bankruptcy with our communications, facilities and or liquidation processes. It includes covenant geographic spread; re-setting, ‘amend and extend’ discussions, forbearances or waivers of default, consensual • experience of advising on many of the solutions such as refinancing, sale of non-core continent’s ground-breaking corporate assets, cash injections and restructuring of the transactions as well as significant corporate business or equity as well as formal processes reorganisations; such as schemes of arrangement business rescue and liquidation. • well-respected dispute resolution expertise and extensive experience in court driven Our Restructuring Practice operates as an insolvency proceedings as well as a range of integrated team across all our offices and litigation and litigation tactics often required practices to provide our clients with a user-friendly in restructurings; engagement model and service of a consistently high quality. • knowledge, experience and a depth and breadth of tax law skills that few are able We offer: to match; and

• comprehensive experience ranging from • the ability to draw on in-house expertise informal work-outs, bank facility extensions, in other areas that may be required in a covenant amendments, consensual complex restructuring including: regulatory restructurings, scheme of arrangement, law (particularly in sectors such as mining, administration orders and formal insolvency pharmaceuticals and healthcare and measures such as liquidation; technology, media and telecommunications), pensions and employment law, competition • significant cross-border restructing experience and merger control and real estate law. in Europe and the US or where any of the creditors or stakeholders are European or We have experience advising on a wide US based; range of transactions throughout Africa and considerable experience in cross-border • expertise in complex domestic and cross- restructurings that involve simultaneous border finance transactions; insolvency filings in multiple jurisdictions. This extends to advising on pan-European • extensive knowledge of leveraged and and co-ordinated US/ Europe restructurings. acquisition finance, structured finance, capital markets, projects and infrastructure, real estate Our clients include large national clients finance, trade and export finance, commodities in African jurisdictions where we have finance, derivatives, securitisation, preference representation, as well as multinationals and share finance, subordinated debt and international law firms acting on their behalf, insolvency and restructuring; non-government entities, governments, state- owned entities and financial institutions. • English law qualified practitioners to advise on foreign listed facilities and debt instruments.

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Our Specialist Our Signature Services Matters

• Contingency planning INTERNATIONAL EXPERTISE • Cross-border restructurings, particularly cross-border group restructurings that We have advised on many European involve simultaneous insolvency filings restructurings, acting for the debtor company in multiple jurisdictions or group, private equity owners or creditors, • Dealing with auditor concerns regarding on senior and junior bank and bond debt as ‘going concern’ status and related issues well as US Chapter 11 procedures in relation to • Debt restructuring and rescheduling – European subsidiaries. both creditor-led and debtor-led • Directors’ duties during periods of Our work has covered a broad spectrum of financial distress and restructurings industries, sectors and businesses. • Distressed M&A transactions • Equity capital raising and restructuring • Formal restructuring procedures such AFRICA as schemes of compromise, schemes of arrangement and debt for equity swaps, Some of our recent experience includes exchange offers, business rescue advising/ acting for: and liquidation • Investigation, asset tracing and • A creditor of the Waterberg Coal Project, insolvency litigation on its bid for the assets of the entity in • Refinancing of finance facilities business rescue; • Standstill and forbearance arrangements • A financial institution in the class action brought against numerous parties in the Steinhoff restructuring; “Always well prepared, provides clear and succinct • A potential purchaser of Optimum Coal tactical advice, have good from business rescue practitioners; negotiation skills and • A significant group of European debt an excellent commercial investment holders on the Steinhoff understanding. They’re restructuring; never late on deliverables and always put sufficient • A significant stakeholder in the Edcon Group’s long-term restructuring of its resources into the project.” complex debt, operations and capital – Chambers & Partners, 2019 structure;

• Absa Bank on the liquidation of Mayfair Speculators;

• Afribrand Group on security claimed by a consortium of creditors;

• AfriSam on the restructuring of its financial indebtedness;

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• Deacons (East Africa) plc on various Bowmans is “at the options of business recovery including forefront of contentious administration; restructuring, insolvency • dfcu Bank as receiver/ manager of Dao and receivership matters”. Marble Ltd (in receivership) for the recovery – Legal 500, 2018 of USD 15 million;

• dfcu Bank as receiver/ manager to recover sums due from Ntinda View College;

• Alexander Forbes Equity Holdings and its • dfcu Bank as receiver/ manager to recover subsidiaries on the Ugandan law aspects of UGX 7 billion and USD 1 million from the restructuring of its capital structure; Ndiburungi Sugar Works;

• An offshore client on insolvency aspects • Energy Services Uganda on its relating to a tender involving one of South deregistration in Uganda; Africa’s largest aeroplane charter companies; • Evraz Highveld Steel and Vanadium on all • ARM Coal on the restructuring of its existing aspects of its business rescue process; loan and debt arrangements with Glencore; • Fidelity Commercial Bank and its • Arris Global and Arris South Africa on the shareholders on an acquisition by SBM restructuring of funding advanced to one Africa Holdings following liquidity issues; of its main suppliers; • Goldentree Asset Management LP on • Athi River Mining Ltd on its capital the acquisition of a majority stake in the restructuring and liquidity issues; Peermont Group and the restructuring and refinancing of Peermont Global (and its • Bank of Uganda on the insolvency of direct and indirect subsidiaries); Crane Bank; • Gulf Stream Investments Uganda in • Bank of Uganda on the insolvency of liquidation proceedings for the recovery Greenland Bank, Cooperative Bank, and of USD 807,628 from Nakumatt (U); International Credit Bank; • Hospitality Property Fund Ltd, on the • Cell C on its large and complex debt and amendment and restatement of its DMTN equity restructure; programme, and the restructure of the Hospitality Group’s existing security • Certain shareholders and directors of structure; Imperial Bank (in receivership) (IBL) Kenya on bank rescue options; • Investec Asset Management, Nedbank, Sanlam Capital Markets, Sanlam Credit • Chase Bank Kenya Ltd (in receivership) Conduit, Sanlam Investment Management in relation to various counterparties; and Blue Ink-Ubator on the debt restructuring and sale of The House • Continental Coal Ltd and two of its of Busby; subsidiaries (Mashala Resources and Penumbra Coal Mining) on various • Kenya Airways plc on all aspects of its aspects of the business rescue of all USD 2.2 billion solvent and inter-conditional three of these entities; debt and equity capital restructuring;

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• LafargeHolcim on the potential • TAMOIL East Africa on its business winding restructuring of the East African Portland up proceedings; Cement Company Ltd; • The largest trade creditor in the winding • Lehman Brothers Europe on the effect of up of the CNA Group; the administration on the unsettled trades on the South African Stock Exchange via • The liquidators on various aspects of sale the STRATE settlement system; of the Pamodzi gold mines;

• Nestle Uganda on its voluntary liquidation • The monitor appointed by order of court, in Uganda; to jointly manage the Fedbond collective investment scheme; • Norfund, Responsibility, Sanlam, Investec Asset Management and various large • The National Treasury on the restructure South African and international investment of African Bank Ltd; and development funds (Including South African state owned development funds) • The principal lenders to Great Basin Gold, on the complex restructuring of the a listed Canadian mining company; domestic and international listed and unlisted debt instruments issued by • Uchumi Supermarkets in the petition for Real People Investment Holdings; the winding up of its operations in Uganda;

• Oger Telecom on the disinvestment of its • Uganda Bankers’ Association on the majority stake in the third largest telecoms operations of its asset reconstruction operator in South Africa, Cell C; company established to realise non- performing loans from financial • Peermont Global Group on its raising of institutions; and ZAR 5.3 billion of new debt and the associated recapitalisation and • World Bank as a ‘peer reviewer’ of an restructuring of the group; assessment and report it was conducting on the Insolvency and Creditor Rights of • PPC on its ZAR 4 billion rights offer the South African insolvency regime. and financial restructuring;

• Shipholding Group Inc in an urgent precedent-making court application to recognise OSG’s US bankruptcy in South Africa and to apply in South Africa, with full force and effect, the automatic stay provided for in Section 362 of the US Bankruptcy Code;

• Spencon Services in presenting recognition proceedings under the Insolvency Act, Uganda;

• Style Industries, Canon Chemicals and Charm Industries in insolvency proceedings for the winding up of Nakumatt Holdings;

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Key Contacts

LYNDON NORLEY Head of Restructuring Cape Town, South Africa

T: +27 21 480 7905 E: [email protected]

ERNEST WILTSHIRE Managing Partner, Uganda Kampala, Uganda

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

RICHARD HARNEY Managing Partner, Kenya Nairobi, Kenya

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

JAMES MCKINNEL Head of Litigation Cape Town, South Africa

T: +27 21 480 7820 E: [email protected]

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ULRIKE NAUMANN Head of General Finance Johannesburg, South Africa

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

ADAM HARRIS Partner Cape Town, South Africa

T: +27 21 480 7837 E: [email protected]

DAVID ANDERSON Partner Johannesburg, South Africa

T: +27 11 669 9385 E: [email protected]

To view profiles of our lawyers, please visit www.bowmanslaw.com

11 Cape Town, South Africa T: +27 21 480 7800 E: [email protected]

Dar es Salaam, Tanzania T: +255 76 898 8640 E: [email protected]

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

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

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

Moka, Mauritius T: +230 468 8411 E: [email protected]

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

Follow us on Twitter: @Bowmans_Law www.bowmanslaw.com

Alliance Firm:

Aman Assefa & Associates Law Office, Addis Ababa, Ethiopia T: +251 1470 2868 E: [email protected]