Our strength in Africa - Freshfields Bruckhaus Deringer

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Our strength in Africa - Freshfields Bruckhaus Deringer
Our strength
  in Africa
Our strength in Africa - Freshfields Bruckhaus Deringer
Our strength in Africa

                         Why Africa?
             Africa offers many exciting opportunities.
            Having been a leader in mobile technology
               for a long time, Africa will experience a
              lot more innovation taking place and we
            expect to see its technology being exported
                           all over the world.

B
Our strength in Africa

Robust drivers of growth (such as rapid population growth and urbanisation)
and rich diversity in the political, social and economic circumstances of
African countries continue to attract the attention of international investors.
We have been helping our clients play a role in the unfolding Africa story
for many years. We assist them in every African country and across sectors
and industries to grow, strengthen and defend their investments.
Due to our global experience, we’re likely to have come across and handled
similar situations in other markets. We bring this experience to the table,
and combine it with local counsel expertise and on-the-ground transaction
support, using the creativity you would expect from Freshfields anywhere
in the world.So whatever the job, we’ll deliver the quality and service to get
the job done to international standards.

                                           ‘He wins praise for his
                                             ability to “lead efficient,
                                             business-oriented and
                                             consistently great work”.’
                                           Chambers Global
Shawn der Kinderen
South Africa born and raised, qualified
to practise in South Africa, England
and Wales and the Netherlands –
an M&A/private equity lawyer with
extensive experience across Africa.

                                           ‘He is an experienced adviser
                                             on transport, petrochemical
                                             and mining projects.’
                                           Chambers Global

Gabriel Mpubani
Uganda born and raised, qualified
to practise in Uganda and England
and Wales – a project finance lawyer
with more than 15 years’ experience
of working on some of the largest
and most complex energy, mining
and infrastructure projects in Africa.

Freshfields Bruckhaus Deringer LLP                                                                         1
Our strength in Africa

         What clients say about
          our Africa practice

 ‘They are always prepared        ‘Freshfields delivers
    to go the extra mile,        a critical competitive
  feel part of the team and      differentiator for our
   are a joy to work with.’             business.’

       ‘They bring a           ‘They provide a seamless,
   combination of bright         single point of contact,
  people, individual drive         service and analysis
and substantial transaction         and solve complex
  experience, all blended,        legal issues with the
   with a pragmatic and       technical rigour you would
  commercial approach.’           expect but delivered
                                in the most commercial,
                                 business-friendly way.’

                                                                        2
Our strength in Africa

                             ‘A highly dependable team
                              that blends exceptionally
                               well with other in-house
                                 and external firms to
                               deliver a winning team
                                 in complex corporate
                                transactions spanning
                               many different African
                                     jurisdictions.’

3
Our strength in Africa

                   Working across Africa
                         54 countries, each with its own laws,
                            challenges and opportunities.

We can quickly assemble                              Instead of competing with
a winning team that is                               the best local lawyers, we
right for each mandate.                              bring them into our team.

There is no ‘one-size-fits-all’ solution. You need   We know our local counsel colleagues
the best legal advice in each country, not just in   from having worked together on previous
one or two of the continent’s largest economies.     mandates. But there’s so much more to
On this basis, we decided that having an office      these relationships, including:
in only one or two countries in Africa would not     • r egular update calls/meetings to discuss
help us to provide you with the best legal advice       local developments;
across the entire continent. Instead it would
                                                     • secondments;
make us a competitor of the best local firms that
both we and our clients want and need to engage.     •k
                                                       nowledge sharing and training opportunities;
That would deny us and our clients access to the     •A
                                                       frica StrongerTogether conferences
best local lawyers, including the local knowledge     for our Africa network firms; and
and connections that are so essential to investing
                                                     • global partner and sector conferences.
on the continent.
Through our StrongerTogether programme,              In short: we invest in these relationships to
we have created a network of Africa’s top            ensure they offer the same seamless service
law firms. Rather than recommending                  that our clients have come to expect from
our ‘best friends’, we recommend the best            Freshfields offices across the world.
lawyer for the job. So whatever the mandate,
we’ll build the right team for you.

                                                                  Access to the
                       Access to                                best local lawyers
                     global experts          StrongerTogether    and their local
                     and experience                              knowledge and
                                                                  connections

                              One highly collaborative team

                                                                                                                   4
Our strength in Africa

                Our ultimate goal is simple:
              your investment should achieve
                 high growth and low risk.

5
Our strength in Africa

                How can we help?

6
Our strength in Africa

          Africa is a place of great opportunity, but also risk.
     We help you identify and mitigate that risk by thinking ahead.

A few things to consider when you are              Are you a (potential) key stakeholder
planning to invest                                 in a long-term project?
• Are there any upcoming changes in law?           •A
                                                     re there local content rules you need to
• Do you really know your local counterpart?       comply with? How will that affect your ability
   Are there any associated risks?                  to efficiently manage the business and what
                                                    impact would that have on cost? To what
• Was the local company’s permit properly          extent is the government linked to or even
   granted? Is it open to challenge or review?      invested in the provider of local content?
   Could that prevent you from operating your
   business or substantially increase costs?       •W
                                                     hat restrictions would apply to increasing
                                                    your stake in the local company? Are there
• What about bribery and corruption? Are           local ownership rules that prevent majority
   processes in place to prevent such behaviour?    ownership by a foreign party?
• What about access to skilled labour? Are you    •H
                                                     ave you considered your position should you
   able to get work permits for expats who would    need to exit the project at any stage? Would
   be seconded to the local business?               you be able to get your cash/investment back?
• How is the business taxed? Is the government     Do you need government/third-party consents
   clamping down on foreign investors by            to sell your shares?
   imposing unexpected taxes and/or penalties?     •W
                                                     hat about exchange control regulations,
• What about expropriation risk? For example,      imposing restrictions on moving cash
   are there any plans by the local government      in and out of the country? Is it possible
   to reclassify the land on which your             to pay dividends? What about other forms
   manufacturing plant is situated?                 of cash extraction (such as shareholder
                                                    loan repayment, licence fees for IP and
• What investment treaties exist to protect
                                                    management fees)?
   you against expropriation and other
   risks of adverse governmental measures?         •W
                                                     hat if the government decides to no longer
   Have you structured your investment              support the project? What impact could that
   to attract this protection?                      have on your investment?
                                                   •H
                                                     ow exposed is the company to currency
                                                    fluctuations? Both in relation to debt financing
                                                    or material contracts (for example, if they are
                                                    dollar denominated).

                                                                                                                  7
Our strength in Africa

                     All these questions represent real risks that can have
                        a significant impact on the decisions you make.

         Are you looking to raise capital?                     Are you having to defend your position?
         • Have you considered potential sanctions            • Have you considered impending changing
            risks and how these impact on any capital             laws that may affect whether to litigate
            markets issuance?                                     or not?
         • Are all authorisations in place from all           • How might the political landscape change,
            relevant bodies to allow the raising of capital?      and do you know key decision-makers at
         • Have you considered all political risks?               the right bodies? Do parties with political
                                                                  influence (for example, the African
         • Have you considered the long-term information         Development Bank) have a vested interest
            disclosure requirements following the issuing        in your investment?
            of shares or bonds?
                                                               • What are your options in the event that a
         • Are your cash flows exposed to either                 dispute arises? Consider local courts versus
            currency or commodities fluctuations?                 international arbitration. What about expert
            If they are, are you able to service debt             determination of certain key issues?
            coupon or maturity payments?
                                                               • What are your obligations in the event that
         • Have you considered how debt provisions              a dispute arises? For example, disclosure of
            may impact the way you run your business?            sensitive information or appearance before
                                                                 a local court.

‘Their Disputes and Tax teams                                 • Consider risk of claims brought outside
                                                                  of the contract and based on local law
  (who we have used most for our                                  (for example, tort or criminal claims).
  Africa-related work) stand out                                  Can those be avoided in any way?

  from the competition: they have                              •W
                                                                 hat happens if the host state’s actions
                                                                affect your investment but you do not have
  developed a deep understanding                                a contract with the host state, or that contract
  of the local regulatory and                                   only provides for the submission of disputes
                                                                to local courts or tribunals? Can you rely on
  contractual frameworks that                                   protection under investment treaties or
  we operate under and the local                                investment laws?
                                                               • How can a judgment be enforced against your
  operational challenges we face.’                                local counterpart or the local government?
Client quote                                                      Are the relevant countries party to the
                                                                  New York Convention allowing enforcement
                                                                  of arbitration awards?

                                                                                                                            8
Our strength in Africa

                         We work actively
                    with you to not only identify
                      the risks, but figure out
                        ways to solve them
                     or reduce your exposure.

9
Our strength in Africa

       Responsible business
            in Africa

10
Our strength in Africa

 We strive to contribute to growth and prosperity across Africa through
        our pro bono and community investment programmes.
We support human rights, access to justice and environmental initiatives.

  Recent examples include the following:               International Lawyers for Africa

  Freshfields Reforestation in                         We are proud to be one of the founding members
  East Africa Programme                                of International Lawyers for Africa (ILFA), which
                                                       has been providing Africa’s most promising
  Freshfields has been carbon-neutral since 2007,
                                                       up-and-coming lawyers with three months’
  offsetting its emissions through various projects:
                                                       work experience in an international law firm
  biomass projects in China, Turkish wind farms,
                                                       for the past 10 years. Through the programme,
  and efficient cook stoves and LifeStraw water
                                                       we have hosted lawyers from Botswana,
  purification in Kenya. In 2015, the firm made
                                                       Cameroon, Kenya, Namibia, Nigeria, Sudan,
  a commitment to remaining carbon-neutral
                                                       Tunisia, Uganda, Zambia and Zimbabwe. Former
  for the next 10 years and launched its offset
                                                       ILFA secondees have gone on to senior legal
  project, Freshfields Reforestation in East Africa
                                                       positions in their home countries in Africa in
  Programme (REAP). Freshfields REAP is a
                                                       major corporations, government departments
  community reforestation project based in Kenya
                                                       and law firms.
  and Uganda. The project empowers small groups
  of subsistence farmers and aims to reverse the
                                                       Pro bono
  effects of deforestation, drought and an insecure
  supply of food. Farmers are invited to join          Freshfields works on an increasing number
  with neighbouring farmers to form small              of high-profile pro bono mandates in Africa,
  tree planting groups (clusters) and collectively     for example:
  plant trees on their land. Training is provided      • we are providing advice to the American Bar
  on conservation farming methods, nursery                Association’s Center for Human Rights in
  development, agroforestry techniques and                support of its work for a human rights attorney
  health education to support farmers in                  as well as a human rights activist who are being
  attaining sustainable food sources, encourage           prosecuted by the Government of Angola;
  diversification of income and build capacity.
                                                       • we conducted an analysis of certain legislation
                                                          in Swaziland for consistency with international
                                                          human rights standards as part of advice
                                                          to the American Bar Association’s Center for
                                                          Human Rights; and
                                                       • we advise Redress in relation to the
                                                          enforcement of reparations ordered in favour
                                                          of victims of the regime of the former president
                                                          of Chad, Hissène Habré.

                                                                                                                    11
Our strength in Africa

                                    Our credentials
                              A track record that speaks for itself.

                                        AB InBev on its acquisition           Ajinomoto, Japan’s largest
                                           of SABMiller, giving            food company, on its landmark
      M&A/global                          AB InBev a significant              acquisition of a one-third
                                           footprint in Africa.                stake in Promasidor, the
  financial investors
                                                                              +$1.5bn pan-African food
                                                                             group active in 36 countries
                                                                                    across Africa.

 Bertelsmann, a leading global       Airtel on a $1.45bn investment in      Cargill on its agreement with
 media, services and education       Airtel Africa by six leading global    Archer Daniels Midland (ADM)
 company, on its initial disposal      investors including Warburg          to launch a 50-50 joint venture
considerations and the business       Pincus, SoftBank, Temasek and        regarding a soya bean processing
combination of significant parts       Singtel. This deal was one of                plant in Egypt.
   of its customer relationship         Africa’s largest cross-border
  services management (CRM)             M&A transactions in 2018.
 business, with the pan-African
           Saham Group.

 Neptune Energy Group on its          MTN Group on the exchange             The Abraaj Group on various
   acquisition of ENGIE E&P           of its 51 per cent stake in INT      deals including Tunisie Telecom,
 International, with upstream          Towers Limited, the Nigerian             Java House, Indorama,
  oil and gas assets in a wide           telecom tower operator,            Fan Milk and Saham Finances.
range of jurisdictions including      for an additional stake in IHS,
         North Africa.                   the largest independent
                                         tower operator in EMEA
                                              by tower count.

                                                                                                                12
Our strength in Africa

                                  Tullow Oil on its potential     NewAge (African Global Energy)
                                 farm-out of an interest in the     on its floating LNG projects
                                Tweneboa, Enyenra and Ntomme         in Congo and Cameroon.
        Projects                    (TEN) Development and
                                  Production Area and Wawa
                                Discovery Area, offshore Ghana.

Egyptian Refining Company        The sponsors, including Shell,    The RT Global Resources-led
  (ERC) on ongoing matters        ChevronTexaco, NNPC, VRA,       consortium, in relation to the
 related to the development       SoToGaz and SoBeGaz, on the        design, construction and
     and financing of its          West African Gas Pipeline      operation of a greenfield crude
hydrocracker refinery project      project, a complex pipeline        oil refinery in Uganda.
     in Mostorod, Cairo.         transaction in Nigeria, Benin,
                                        Togo and Ghana.

Sonker Bunkering Company        Standard Bank of South Africa     A bidding consortium on the
   on the development and       and Nedbank Capital as lenders     Nairobi-Nakuru-Mau Summit
  financing of its proposed        on the project financing of    Toll Road PPP Project in Kenya.
 Bulk Liquids Terminal and       the Walvis Bay LNG-to-Power
  FSRU terminal project at             Project in Namibia.
     Sonker Port, Egypt.

                                                                                                       13
Our strength in Africa

                                         Successfully represented            A consortium of Korean
                                      East Mediterranean Gas and           companies, including Posco
                                    its foreign shareholders against         Daewoo, in ICC arbitral
 Dispute resolution                  the Arab Republic of Egypt and         proceedings in connection
                                     its state-owned entities in four       with the construction and
                                     parallel arbitration proceedings       operation of a power plant
                                   arising from a high-profile dispute           in Madagascar.
                                      concerning the Peace Pipeline
                                        between Egypt and Israel.

                                                                             Diversified telecoms
                                                                                     group
   Republic of Kenya in ICSID       Total and Repsol in ICC arbitral       A diversified telecoms group
proceedings brought by WalAm       proceedings against the Algerian           in multiple proceedings
    after the withdrawal of a      national oil company, Sonatrach,          (including a Lagos venue
 licence to develop geothermal       in relation to the imposition             UNCITRAL arbitration)
  energy issued under Kenya’s       of an exceptional tax targeting           regarding its interest in
   Geothermal Resources Act.               foreign investors.                 the Nigerian operations
                                                                                 of a leading global
                                                                                 telecoms company.

                                         An international
                                          oil company
   An ExxonMobil subsidiary        Defending a major international        Tullow in an ICSID contractual
   and Shell subsidiaries in a      oil company in LCIA arbitration          arbitration arising from its
 successful $2bn claim against     (London seat, English law) against       high-profile dispute with the
NNPC relating to the allocation      claims totalling nearly €90m,       Ugandan Government on capital
    of oil and the application         relating to the termination         gains tax payable in respect of
  of a contractual stabilisation        of a contract to provide a         Tullow’s farm-down of certain
        provision in a PSC.           semisubmersible drilling rig       PSA interests to CNOOC and Total
                                          off the coast of Libya.         in 2012, which was successfully
                                                                                   settled in 2015.

                                                                                                               14
Our strength in Africa

                                 Integrated Diagnostics Holdings     MTN Group, a mobile telephone
                                   and the selling shareholders      network operator headquartered
                                  (The Abraaj Group and Dr Hend      in South Africa with operations
       Securities                     El Sherbini, CEO of the       across Africa and the Middle East,
                                  company) on its IPO and listing         on its $1m notes issue.
                                  on the London Stock Exchange.

   Vivo Energy on its IPO on     Standard Bank of South Africa           Dis-Chem Pharmacies,
  the London Stock Exchange        (acting through its corporate           a leading pharmacy
and a secondary inward listing       and investment banking              group in South Africa,
   on the Main Board of the        division) as arranger and the          on its IPO and listing
Johannesburg Stock Exchange.        other dealers on the update           on the Johannesburg
                                     of its EMTN programme.                  Stock Exchange.

 PPC, a South Africa-based         Liquid Telecommunications        Barclays, JP Morgan Securities
   cement company with            on its $600m bond issue and on        and Standard Bank as
 operations in South Africa        its $180m tap offering. Liquid     underwriters on the $750m
   and a number of other            Telecom is one of the largest     sovereign bond tap issue by
 countries in Africa, on its         multi-country, open access         the Republic of Kenya.
    ZAR 4bn rights issue.          fibre network and data centre
                                         operators in Africa.

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Our strength in Africa

                                    Our Africa team

Co-heads

Shawn der Kinderen                     Gabriel Mpubani
Co-head of the Africa Group            Co-head of the Africa Group
T +31 20 485 7624                      T +44 20 7716 4101
E shawn.derkinderen@freshfields.com   E gabriel.mpubani@freshfields.com

M&A/global financial investors

Omar Pringle                           Giles Pratt                            Andrew Murphy
Corporate                              Data and intellectual property         People and reward
T +1 212 277 4056                      T +44 20 7716 4339                     T +44 20 7785 2708
E omar.pringle@freshfields.com        E giles.pratt@freshfields.com         E andrew.murphy@freshfields.com

Stephen Revell                         Haris Meyer Hanif                      Helen Buchanan
Corporate                              Finance                                Tax
T +852 2846 3483                       T +971 4 509 9149                      T +44 20 7716 4884
E stephen.revell@freshfields.com      E haris.meyer-hanif@freshfields.com   E helen.buchanan@freshfields.com

Pervez Akhtar                          Michael Hilton                         Eelco van der Stok
Corporate/global financial investors   Mining                                 Tax
T +971 4 509 9191                      T +971 2 652 1702                      T +31 20 485 7635
E pervez.akhtar@freshfields.com       E michael.hilton@freshfields.com      E eelco.vanderstok@freshfields.com

Rob Cant                               Sam Newhouse                           Natasha Good
Corporate/global financial investors   Oil and gas                            Telecoms, media and technology
T +971 4 509 9195                      T +44 20 7785 5773                     T +44 20 7832 7659
E rob.cant@freshfields.com            E samuel.newhouse@freshfields.com     E natasha.good@freshfields.com

Bruce Embley                           Graham Watson
Corporate/global financial investors   Oil and gas
T +44 20 7832 7426                     T +44 20 7832 7263
E bruce.embley@freshfields.com        Eg raham.watson@freshfields.com

Projects

Alex Carver                            Thomas Ng
Projects and infrastructure            Projects and infrastructure
T +44 20 7832 7045                     T +852 2913 2617
E alex.carver@freshfields.com         E thomas.ng@freshfields.com

                                                                                                                  16
Our strength in Africa

Projects

Pascal Cuche                         Tim Pick
Projects and infrastructure          Projects and infrastructure
T +33 1 44 56 44 87                  T +44 20 7832 7115
E pascal.cuche@freshfields.com       E t im.pick@freshfields.com

Dispute resolution

Rafique Bachour                      Sylvia Noury                         Erin Miller Rankin
Antitrust and regulatory             Arbitration                          Dispute resolution
T +32 2 504 7243                     T +44 20 7785 5467                   T +971 4 509 9139
E rafique.bachour@freshfields.com   E sylvia.noury@freshfields.com      E erin.millerrankin@freshfields.com

Thomas Janssens                      Kim Rosenberg                        Noah Rubins
Antitrust and regulatory             Construction disputes                Dispute resolution
T +32 2 504 7546                     T +971 4 509 9190                    T +33 1 44 56 29 12
E thomas.janssens@freshfields.com   Ek im.rosenberg@freshfields.com     E noah.rubins@freshfields.com

Ben Juratowitch                      Matthew Bruce                        William Thomas
Arbitration                          Dispute resolution                   Dispute resolution
T +33 1 44 56 33 43                  T +44 20 7785 2758                   T +44 20 7832 7073
E ben.juratowitch@freshfields.com   E matthew.bruce@freshfields.com      E william.thomas@freshfields.com

Amani Khalifa                        James Kennedy                        Geoff Nicholas
Arbitration                          Dispute resolution                   Disputes and investigations
T +971 4 509 9171                    T +44 20 7832 7475                   T +44 20 7832 7773
E amani.khalifa@freshfields.com      E james.kennedy@freshfields.com     E geoff.nicholas@freshfields.com

Securities

Peter Allen                          Duncan Kellaway
Finance                              Securities
T +44 20 7832 7110                   T +44 20 7832 7022
E peter.allen@freshfields.com       Ed uncan.kellaway@freshfields.com

Andrew Hagan                         David Ludwick
Securities                           Securities
T +44 20 7832 7434                   T +44 20 7832 7126
E andrew.hagan@freshfields.com       E david.ludwick@freshfields.com

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freshfields.com
 This material is provided by the international law firm Freshfields Bruckhaus Deringer LLP (a limited liability partnership organised under the law of England and Wales) (the UK LLP)
and the offices and associated entities of the UK LLP practising under the Freshfields Bruckhaus Deringer name in a number of jurisdictions, and Freshfields Bruckhaus Deringer US LLP,
                        together referred to in the material as ‘Freshfields’. For regulatory information please refer to www.freshfields.com/support/legalnotice.
    The UK LLP has offices or associated entities in Austria, Bahrain, Belgium, China, England, France, Germany, Hong Kong, Italy, Japan, the Netherlands, Russia, Singapore, Spain,
                            the United Arab Emirates and Vietnam. Freshfields Bruckhaus Deringer US LLP has offices in New York City and Washington DC.
                                               This material is for general information only and is not intended to provide legal advice.

                                                                © Freshfields Bruckhaus Deringer LLP, June 2019, 07877
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