PRIVATE EQUITY

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 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

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 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.

W ith six offices in four African countries

and over 400 specialised lawyers, we
are differentiated by our geographical reach,
Our expertise is frequently recognised by
independent research organisations. We have
been named Africa Legal Adviser by DealMakers
independence and the quality of legal services for the last two consecutive years (2014 and 2015)
we provide. and South African Law Firm of the Year for 2016
by the Who’s Who Legal. Most recently we won
We draw on our unique knowledge of the the Banking, Finance and Restructuring Team of
African business environment and in-depth the Year, the Employment Team of the Year, and
understanding of the socio-political climate to the Property Team of the Year Awards at
advise clients on a wide range of legal issues. the prestigious African Legal Awards hosted
Our aim is to assist our clients in achieving their by Legal Week and the Corporate Counsel
objectives as smoothly and efficiently as possible Association of South Africa in 2016.
while minimising the legal and regulatory risks.

Our clients include corporates, multinationals

and state-owned enterprises across a range of
industry sectors as well as financial institutions
and governments.

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 Private Equity

Our Footprint
in Africa
W e provide integrated legal services
throughout Africa from six offices
(Antananarivo, Cape Town, Durban, Johannesburg,
Kampala and Nairobi) in four countries (Kenya,
Madagascar, South Africa and Uganda).

We work closely with leading Nigerian firm,

Udo Udoma & Belo-Osagie, which has offices in
UGANDA
Abuja, Lagos and Port Harcourt, and have strong UGANDA
relationships with other leading law firms across
the rest of Africa.

We provide coverage of francophone OHADA

jurisdictions across the continent (including Benin,
Burkina Faso, Burundi, Cameroon, Central African NIGERIA
Republic, Chad, Congo Republic, Democratic NIGERIA
Republic of Congo, Gabon, Guinea, Ivory Coast,
Mali, Mauritania, Niger, Rwanda, Senegal and KENYA

Togo) from our office in Madagascar. KENYA

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.
SOUTH AFRICA

SOUTH AFRICA

MADAGASCAR

MADAGASCAR

Bowmans offices

Relationship firm
Bowmans
Bowmans offices
offices

Francophone Africa coverage

Relationship firm
Relationship firm
Significant transaction or advisory experience
Francophone Africa coverage
Francophone Africa coverage
Significant transaction or advisory experience
Significant transaction
or advisory experience

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 BOWMANS

Our Private Equity Sector

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

ACQUISITIONS AND EXITS

We have a long history of advising private

equity funds on all aspects of their mergers and
acquisitions activity. We are commercial in our

"High-quality firm acting

on some of the largest
and most significant
corporate transactions...
Similarly adept when
advising on complex,
cross-border matters
through its extensive network
of offices and 'best friend'
affiliations across the continent."
CONTENTS PAGE – Chambers & Partners, 2016

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 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

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 BOWMANS

Our Signature Matters

We have advised on: PRIVATE EQUITY-RELATED

M&A DEALS
FUNDS WORK
East Africa
• Ethos Private Fund VI
• Ashburton Private Equity Fund I • the acquisition by Agri-Vie Fund PCC and
• Russellstone African Opportunities Fund Agri-Vie Investments Ltd of a 45% stake in
• restructuring Rockwood Fund I Star Bright Holdings Ltd, as well as other
• restructuring the PIC’s Pan-African investments in Tanzania and Kenya.
Development Fund • the investment by Abraaj in several East
• Harbourvest’s acquisition of ABSA Capital’s African investments including Dashen
interest in ABSA Capital Private Equity Fund Breweries plc; Vine Pharmaceuticals, Avenue
• investments by Eskom Pension and Group Ltd; Nairobi Women’s Hospital and
Provident Fund in Stanlib Africa its investments in the banking sector in Kenya
Infrastructure Fund, Investec Africa Fund II, and Tanzania.
Helios Africa Fund and the Abraaj • the acquisition of prime real estate in Nairobi
Africa Fund by Actis Africa Real Estate Partners.
• Cranemere Africa Fund • the investment by AfricInvest in a regional
• Delta International Real Estate Fund plastics business.
• Billion Group’s International • the investments by Ascent Capital in the
Property Fund International Clinical Laboratory, in Ethiopia;
• Sanlam’s Africa Core Real Estate Investment and African Queen Ltd in Uganda.
Fund (Mauritius) • the acquisition by British American Asset
• RMB Westport African Real Estate Fund Manager Ltd (in its capacity as a fund
• Delta International Real Estate Fund manager of BAAM Investment Partners
• Stanlib Africa Direct Property Development One LLP and BAAM Investment Partners
Fund (Mauritius) Two LLP) of a 30% stake in Continental
• Athena Capital’s AIH Sub-Saharan Reinsurance Ltd.
Africa Fund • the investments by Catalyst Principal Partners
• Investec Asset Management’s joint venture in Jamii Bank and Orbit Chemicals.
with Growthpoint Properties Ltd • the acquisition by Centum Investment
• Investec’s Africa Private Equity Fund II Company Ltd (NSE listed) and Cassia
(Guernsey) Capital Partners Ltd of a 45% stake in
• Capital Eye’s African Tech Fund Platcorp Holdings Ltd.
• Sanari Ventures Fund I • the investments by Emerging Capital
• 4Di Capital Fund I Partners, in Nairobi Java House Ltd, Kenyan
• Harith Fund Managers’ PAIDFSA and Grain Bulk Handlers and African Gas & Oil
PAIDF Mauritius funds Company Ltd.
• Agri-Vie Fund I and II (Mauritius) • the investments of Phatisa’s Pan-African
• Progression Capital East Africa’s set up Housing Fund and African Agriculture Fund
in Kenya in East Africa.
• South Suez Africa Fund II • the disposal by Abraaj, AfricInvest and
• International Housing Solutions Fund II Swedfund of shares in UAP Holdings Ltd
• Botswana Public Officers Pension Fund to Old Mutual; this was reported as the
largest deal in East Africa in 2014.

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 Private Equity

Southern Africa

• the dual track M&A and IPO process, which

resulted in Alexander Forbes Group Holdings
listing on the JSE (the largest IPO in 2014)
exiting shareholders included Actis and Ethos.
• the disposal by Treacle Private Equity and the
International Finance Corporation of Teraco
Data Environments to Permira.
• the investments by Investec Africa Private
Equity in the IDM Group and wiGroup
• the investment by Denham Capital in
BioTherm Energy.
• the investments by Salt Capital in Chill
Beverages and Woody’s Brands.
• the acquisition by PPC of the entire
issued share capital of Pronto Holdings
from CapitalWorks.

West Africa

• a potential investment by Salt Capital

in Liberia.
• a USD 80 million investment by Africa
Finance Corporation in Nigeria in a listed
mining company.
• the USD 225 million acquisition by GZ
Industries of Frigoglass’ glass operation
companies in Nigeria and UAE.
• the co-investment by South Suez Capital
(with the Abraaj Group) in Fan Milk, Nigeria.
• the co-investment by South Suez Capital
(with Actis) into a retail property development
in AbujaStar Bright Holdings Ltd, as well as
other investments in Tanzania and Kenya.

"...often noted for its cross-

border capabilities, including
transactions involving multiple
African jurisdictions. It has a
long history of advising
multinationals." – Legal 500, 2016

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 BOWMANS

FUND FINANCING WORK LEVERAGED FINANCING WORK

• a secured fund facility made available to

Rockwood Fund I. • the restructuring of Alexander Forbes
• two secured facilities made available to Equity Holdings Pty Ltd and its subsidiaries.
Leapfrog Financial Inclusion Fund II, LP and • the funding arrangements of Medu Capital in
Leapfrog Financial Inclusion Fund II-B, LP. connection with the acquisition of 95% of the
• a forward start facility to The Brait IV shares in Elite Truck Hire.
Facility Trust. • the leveraged financing provided by Absa
• a term loan facility made available to Capital (as mandated lead arranger and
Capitalworks Investment Partnership and lender) to a special purpose vehicle in
Capitalworks Private Equity Partnership. connection with the acquisition by
• funding packages made available to Ascendis Ethos Private Equity of Autozone Retail
Health Ltd, as well as Bounty Brands, the and Distribution.
healthcare and consumer/ retail businesses of • the financing by The Standard Bank of South
Coast2Coast. Africa Ltd and Rand Merchant Bank of
the acquisition of McDonald’s South
Africa 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 Ltd by a
consortium led by Brait.
• the restructure of Primedia Pty Ltd.
• the secured loan advanced by Investec Asset
Management to Persianis Properties Ltd
in Nigeria.
• UAP Holdings Ltd 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 Ltd.

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 Private Equity

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 BOWMANS

Accolades

AFRICAN LEGAL AWARDS 2016

We received the awards for Banking, Finance and Restructuring
Team of the Year, Employment Team of the Year and Property
Team of the Year.

DEALMAKERS AWARDS 2016

We have been identified as the leading legal adviser in Africa by
both deal value and number of transactions. We were also ranked
third in South Africa for mergers and acquisitions by deal value.

INTERNATIONAL LAW OFFICE CLIENT

CHOICE AWARDS

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

WHO’S WHO LEGAL AWARDS 2016

We were named South African Law Firm of the Year.

INDIA BUSINESS LAW JOURNAL 2016

CONTENTS PAGE We were identified as one of the leading international law firms
for India work.

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 Private Equity

CHAMBERS & PARTNERS IFLR1000 2017 RANKED THE LEGAL 500 EMEA
2016 RANKED US IN US IN THE FOLLOWING 2016 RANKED US IN
THE FOLLOWING AREAS AREAS THE FOLLOWING AREAS

BAND 1 TIER 1 BAND 1

K ENYA KENYA K E N YA
Banking & Finance Banking & Finance
Corporate/ Commercial Corporate & Financial Commercial, Corporate & M&A
Mining Real Estate & Construction
S OUT H AFRI C A
S OU T H A FRI CA
Capital Markets: Debt SOU TH A FRI CA
Commercial, Corporate & M&A
Capital Markets: Equity Capital Markets
Competition
Competition Competition
Construction
Construction Energy
Labour & Employment
Corporate Investigations M&A
Projects & Infrastructure
Corporate/ M&A
Shipping & Transport
Employment U G AN DA
Environment Energy & Infrastructure
IT/ Telecommunications Financial & Corporate
Projects & Energy BAND 2
UGANDA
General Business Law
TIER 2
K E N YA
Dispute Resolution
KENYA Projects & Energy
Energy
BAND 2 Infrastructure S OU T H A FRI CA
Banking & Finance
M A DAGAS C AR SOU TH A FRI CA Dispute Resolution
General Business Law Banking Investment Funds
Infrastructure Real Estate
S OUT H AF R I C A Mining Tax
Banking & Finance Oil & Gas
Dispute Resolution Project Finance
Media & Broadcasting
Tax

57 Recognised
Lawyers 30 Recognised
Lawyers 49 Recognised
Lawyers

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 BOWMANS

Key Contacts

JOHN BELLEW
Head of Private Equity
Johannesburg, South Africa

T: +27 11 669 9494

E: [email protected]

RICHARD HARNEY
Managing Partner, Kenya
Nairobi, Kenya

T: +254 20 289 9000

E: [email protected]

FRANCISCO KHOZA
Head of Banking and Finance
Johannesburg, South Africa

T: +27 11 669 9308

E: [email protected]

JOHN FFOOKS
Head of Francophone Africa
Antananarivo, Madagascar

T: +261 20 224 3247

E: [email protected]

ULRIKE NAUMANN
Head of Finance
Johannesburg, South Africa

T: +27 11 669 9377

E: [email protected]

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 Private Equity

WALLY HORAK JOYCE KARANJA

Head of Tax, Cape Town Partner
Cape Town, South Africa Nairobi, Kenya

T: +27 21 480 7935 T: +254 20 289 9103

E: [email protected] E: [email protected]

ALEX MATHINI PARAS SHAH

Partner Partner
Nairobi, Kenya Nairobi Kenya

T: +254 20 289 9211 T: +254 20 289 9279

E: [email protected] E: [email protected]

DAVID MPANGA PHILIP COULSON

Partner Partner
Kampala, Uganda Nairobi, Kenya

T: +256 41 425 4540 T: +254 20 289 9000

E: [email protected] E: [email protected]

JAMES WESTGATE
Partner
Johannesburg, South Africa

T: +27 11 669 9493

E: [email protected]

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 Antananarivo
T: +261 20 224 3247
E: [email protected]

Cape Town
T: +27 21 480 7800
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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