PRIVATE EQUITY

LEGAL SOLUTIONS THAT MAKE BUSINESS SENSE. BOWMAN GILFILLAN AFRICA GROUP

OUR FIRM

Bowman Gilfillan Africa Group 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 “Bowman Gilfillan is ‘best and dispute resolution, spans over a century. in class’, ‘high quality’ and ‘proactive’. The firm has taken an With eight offices in six African countries and over Africa strategy which is working 400 specialised lawyers, we are differentiated by well.” - Legal 500 EMEA 2014 our geographical reach, independence and the quality of legal services we provide.

Bowman Gilfillan Africa Group offices

Relationship firm

Francophone Africa coverage

Significant transaction or advisory experience

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OUR PRIVATE EQUITY SECTOR GROUP

Our Private Equity Sector Group provides a full range of bespoke upstream and downstream “Bowman Gilfillan has ‘excellent services to the private equity industry, including technical knowledge’, and is private equity houses and limited partners across Africa. commended for its ‘practical’ regulatory advice.” - Legal 500 Specialist services include advising on: EMEA 2015

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

Recent funds work includes our advising on: • International Housing Solutions Fund II • Botswana Public Officers Pension Fund • Ethos Private Fund VI • Ashburton Private Equity Fund I Recent private equity-related M&A deals • Russellstone African Opportunities Fund include advising on: • restructuring Rockwood Fund I • restructuring the PIC’s Pan-African Development Fund SOUTHERN AFRICA • Harbourvest’s acquisition of ABSA Capital’s interest in ABSA Capital Private Equity Fund • the dual track M&A and IPO process, which • investments by Eskom Pension and Provident resulted in Alexander Forbes Group Holdings Fund in Stanlib Africa Infrastructure Fund, listing on the JSE (the largest IPO in 2014); Investec Africa Fund II, Helios Africa Fund exiting shareholders included Actis and Ethos and the Abraaj Africa Fund • the disposal by Treacle Private Equity and the • Cranemere Africa Fund International Finance Corporation of Teraco • Delta International Real Estate Fund Data Environments to Permira • the Billion Group’s International Property Fund • the investments by Investec Africa Private • Sanlam’s Africa Core Real Estate Investment Equity in the IDM group and wiGroup Fund (Mauritius) • the investment by Denham Capital in • RMB Westport African Real Estate Fund BioTherm Energy • Delta International Real Estate Fund • the investments by Salt Capital in Chill • Stanlib Africa Direct Property Development Beverages and Woody’s Brands Fund (Mauritius) • the acquisition by PPC of the entire issued • Athena Capital’s AIH Sub-Saharan Africa Fund share capital of Pronto Holdings from • Investec Asset Management’s joint venture CapitalWorks with Growthpoint Properties Limited • Investec’s Africa Private Equity Fund II (Guernsey) “Known for excellent bench • Capital Eye’s African Tech Fund strength across the board • Sanari Ventures Fund I for M&A and corporate law. • 4Di Capital Fund I • Harith Fund Managers’ PAIDFSA and Involvement on some of the PAIDF Mauritius funds largest transactions both • Agri-Vie Fund I and II (Mauritius) within and across • Progression Capital East Africa’s set up the Sub-Saharan region.” - in Kenya Chambers and Partners 2015 • South Suez Africa Fund II

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EAST AFRICA WEST AFRICA

• the acquisition by Agri-Vie Fund PCC and • a potential investment by Salt Capital Agri-Vie Investments Limited of a 45% stake in in Liberia Star Bright Holdings Limited, as well as other • a USD 80 million investment by Africa investments in Tanzania and Kenya Finance Corporation in Nigeria in a listed • the investment by Abraaj in several East mining company African investments including Dashen • the USD 225 million acquisition by GZ Breweries PLC; Vine Pharmaceuticals, Avenue Industries of Frigoglass’ glass operation Group Limited; Women’s Hospital and companies in Nigeria and UAE its investments in the banking sector in Kenya • the co-investment by South Suez Capital and Tanzania (with the Abraaj Group) in Fan Milk, Nigeria • the acquisition of prime real estate in Nairobi • the co-investment by South Suez Capital by Actis Africa Real Estate Partners (with Actis) into a retail property development • the investment by AfricInvest in a regional in Abuja plastics business • the investments by Ascent Capital in the Recent fund financing work includes International Clinical Laboratory, in Ethiopia; advising on: and African Queen Limited in Uganda • the acquisition by British American Asset • a secured fund facility made available to Manager Limited (in its capacity as a fund Rockwood Fund I manager of BAAM Investment Partners • two secured facilities made available to One LLP and BAAM Investment Partners Leapfrog Financial Inclusion Fund II, LP and Two LLP) of a 30% stake in Continental Leapfrog Financial Inclusion Fund II-B, LP Reinsurance Limited • a forward start facility to The Brait IV • the investments by Catalyst Principal Partners Facility Trust in Jamii Bank and Orbit Chemicals • a term loan facility made available to • the acquisition by Centum Investment Capitalworks Investment Partnership and Company Limited (NSE listed) and Cassia Capitalworks Private Equity Partnership Capital Partners Limited of a 45% stake in • funding packages made available to Ascendis Platcorp Holdings Limited Health Limited, as well as Bounty Brands, the • the investments by Emerging Capital Partners, healthcare and consumer/retail businesses of in Nairobi Java House Limited Kenyan Grain Coast2Coast Bulk Handlers and African Gas & Oil Company Limited • the investments of Phatisa’s Pan-African “They are fantastically Housing Fund and African Agriculture Fund responsive, clear in discussing in East Africa different perspectives and • the disposal by Abraaj, AfricInvest and approachable.” – Chambers Swedfund of shares in UAP Holdings Limited and Partners 2015 to Old Mutual; this was reported as the largest deal in East Africa in 2014

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Recent leveraged financing work relating to private equity deals includes advising on:

• the restructuring of Alexander Forbes Equity Holdings Proprietary Limited and its subsidiaries • the funding arrangements of Medu Capital in connection with the acquisition of 95% of the shares in Elite Truck Hire • 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 financing by The Standard Bank of South Africa Limited and Rand Merchant Bank of the acquisition of the McDonald’s South African 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 Limited by a consortium led by Brait • the recent restructure of Primedia Proprietary Limited • the secured loan advanced by Investec Asset Management to Persianis Properties Limited in Nigeria • UAP Holdings Limited 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 Limited

“A highly regarded strong bench of lawyers experienced in the full spectrum of financing arrangements. Particularly renowned for its lender-side representation, the firm has acted on some of the most substantial financings in the market.” – Chambers and Partners 2015

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OUR ACCOLADES

Our expertise is frequently recognised by independent research organisations.

Most recently, Bowman Gilfillan Africa Group:

Won the Competition and Regulatory Team of the Year and the IP Team of the Year Awards at the prestigious African Legal Awards hosted by Legal Week and the Corporate Lawyers Association (2015)

Won the M&A Team of the Year, Competition and Regulatory Team of the Year and CSR Award at the prestigious African Legal Awards hosted by Legal Week and the Corporate Lawyers Association (2014)

Was named Africa Legal Adviser of the year by DealMakers, having won the Africa Legal Advisers category by both deal value (USD 4 627 million constituting 15% market share) and number of transactions (41 constituting 37% market share). This category excludes South Africa (2014)

Won Global Competition Review’s award for Behavioural Matter of the Year for Asia Pacific, #1 Middle East & Africa (2014)

Sector head, John Bellew, was named ‘Lawyer of the Year’ for 2015 in the field of Mergers and Acquisitions Law by Best Lawyers. He is also listed as a ‘best lawyer’ in the fields of Banking Law, Corporate Law, Finance Law, Mergers and Acquisitions Law, Private Equity Law and Private Funds (sole listing) 7 BOWMAN GILFILLAN AFRICA GROUP PRIVATE EQUITY

OUR TEAM

JOHN BELLEW FRANCISCO KHOZA Partner, Head: Private Equity Partner, Head: Banking & Finance Sector Group Department , South Africa Johannesburg, South Africa

Tel: +27 (0) 11 669 9494 Tel: +27 (0) 11 669 9308 Email: [email protected] Email: [email protected]

ULRIKE NAUMANN WALLY HORAK Partner, Head: Finance Practice Partner, Head: Tax Practice Johannesburg, South Africa , South Africa

Tel: +27 (0) 11 669 9377 Tel: +27 (0) 21 480 7935 Email: [email protected] Email: [email protected]

DAVID MPANGA JAMES WESTGATE Partner Partner , Uganda Johannesburg, South Africa

Tel: +256 (0) 41 425 4540 Tel: +27 (0) 11 669 9493 Email: [email protected] Email: [email protected]

JEFFERY BOOKBINDER JOHN FFOOKS Partner Partner, Head: Francophone Africa Gaborone, Botswana Antananarivo, Madagascar

Tel: +267 (0) 39 123 97 Tel: +261 (0) 20 224 3247 Email: [email protected] Email: [email protected]

8 PARAS SHAH Partner Nairobi, Kenya

Tel: +254 (0) 20 289 9279 Email: [email protected]

PHILIP COULSON Partner Nairobi, Kenya

Tel: +254 (0) 20 289 9206 Email: [email protected]

STELLA NDIKIMI Partner Dar Es Salaam, Tanzania

Tel: +255 (0) 22 260 0854 Email: [email protected]

To view profiles of our team members, please visit www.bowman.co.za.

9 Antananarivo Tel: +261 (0) 20 224 3247 Fax: +261 (0) 20 224 3248 Email: [email protected] www.jwflegal.com

Cape Town Tel: +27 (0) 21 480 7800 Fax: +27 (0) 21 480 3200 Email: [email protected] www.bowman.co.za

Dar es Salaam Tel: +255 (0) 22 260 0854 Fax: +255 (0) 22 260 0868 Email: [email protected] www.ealawchambers.com

Durban Tel: +27 31 265 0651 Fax: +27 86 604 6318 Email: [email protected] www.bowman.co.za

Gaborone Tel: +267 (0) 391 2397 Fax: +267 (0) 391 2395 Email: [email protected] www.bookbinderlaw.co.bw

Johannesburg Tel: +27 (0) 11 669 9000 Fax: +27 (0) 11 669 9001 Email: [email protected] www.bowman.co.za

Kampala Tel: +256 (0) 41 425 4540 Fax: +256 (0) 31 226 3757 Email: [email protected] www.afmpanga.co.ug

Nairobi Tel: +254 (0) 20 289 9000 Email: [email protected] www.coulsonharney.com

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