Africa brochure

Africa
An introduction to
Slaughter and May
Foreword by Andrew Balfour, Chairman, Africa Practice Group
Slaughter and May are a leading international law firm which provides
cross-jurisdictional legal advice that genuinely reflects what ‘global’
means for our clients.
We have been at the forefront of transactions in Africa for a number
of decades and have considerable knowledge of working in this diverse
continent. We have, for example, advised the Government
of Botswana on a broad range of work over a period of more than
30 years and have worked on major oil and gas financings in
several parts of the continent. Our experience of working in
Africa encompasses many different sectors and all types of
transactions including mergers and acquisitions, projects and
project financing, capital markets, dispute resolution, and
providing general corporate and commercial advice to a
wide range of companies and public sector organisations.
This brochure briefly highlights some of our corporate,
financing and dispute resolution work in, and related
to, Africa. We would be delighted to provide further
information about our Africa Practice Group.
Contact details for the relevant individuals within
the group are set out on page 23 of this brochure.
Contents
4 Our credentials
5 Corporate responsibility
Chairman, Africa Practice Group
6 Our approach in Africa
7 Highlights of some recent work
8 Our experience in Africa
19 Working with Governments in Africa
20 How we can help you in Africa
21 Key contacts
Cover picture by Ed Roper,
Dispute Resolution, Slaughter and May.
2
Africa /
Africa’s rise
FDI today
US$46
billion
Projected
FDI in 2020
Consumer
spending today
US$1300
billion
US$150
billion
Projected
consumer
spending in 2020
US$1400
billion
Collective
GDP today
US$0.8
trillion
Projected
collective GDP in 2020
US$2.47
trillion
/ Africa
3
Our credentials
We are highly regarded for our legal and technical ability around the world. We advise on
high-profile and groundbreaking international transactions and have an excellent and varied
client list that includes leading corporations, financial institutions and governments.
Recent awards include:
•Infrastructure Team of the Year – Advising the
Department of Energy & Climate Change on the
UK Government’s electricity market reform
– The Lawyer Awards, 2015
•Top Mining Law Firm – as listed in the Mining
Journal – Top Law Firms, 2015
•Corporate Team of the Year – Royal Mail on its
initial public offering, the largest UK IPO in 2013
– The Legal Business Awards, 2014
•European Competition Team of the Year –
Bertelsmann on its joint venture with Penguin
to create Penguin Random House
– The Lawyer European Awards, 2014
•Top law firm for companies listed on the
London Stock Exchange – Corporate Advisers
Rankings Guide, Q1 2014
•Corporate and Commercial UK Law Firm of the
Year – The Legal 500 UK Awards, 2014
•Global Finance Deal of the Year – Private
restructuring for MF Global, The American
Lawyer’s Global Legal Awards, 2013
•Finance Team of the Year – Drax Group –
transformational deal in a challenging funding
environment, The Lawyer Awards, 2013
•Commitment to M&A Award – UK
Acquisition International M&A Awards, 2013
•Equity Deal of the Year – People’s Insurance
Company of China IPO, IFLR Asia Awards, 2013
•Structured Finance and Securitisation Deal of
the Year – Structured Finance and Securitisation
Deal of the Year – Fosse Master Issuer’s and
Santander UK’s update to the Fosse Master
Issuer RMBS Programme, Series 2012-1 Notes
– IFLR Asia Awards, 2013
•Deal of the Year – Egyptian Refinery Company’s
Mostorod Refinery project, Infrastructure Journal
Awards, 2012
•Global Arbitration Law Firm of the Year
– Corporate Livewire Awards, 2014
•UK M&A Team of the Year – The Financial
Times and Mergermarket Group European M&A
Awards, 2013
Clients do not hesitate to praise
this high-end, full-service firm
as being ‘a cut above everyone
else’ and ‘the best in town’.
Chambers UK
4
Africa /
Corporate responsibility
As a leading law firm we are committed to corporate responsibility and work hard to make
a positive impact on the world around us: investing in our community, preserving our
environment and treating everyone, whether inside or outside the firm, with attention,
courtesy, respect and consideration. We welcome the opportunity to explore collaborative
community and pro bono projects with clients and are keen to explore joint initiatives
where our community programmes are aligned.
We have engaged in a variety of African pro bono projects over a number of years. These include:
•advising the Government of Somaliland in
relation to the development of Somaliland’s
electricity sector, including recommendations
on the formation of a national electricity
company and providing analysis to progress
the development of rules and regulations for
the electricity sector
•advising the South African Department of Trade
on the South African Company Law Review
•advising on the establishment and registration of
a charity defending justice and promoting human
and fundamental rights in Libya
•in conjunction with one of our clients,
providing high quality work experience for
African lawyers through the International
Lawyers for Africa Programme
•under the auspices of the Financial Services
Volunteer Corps, providing a series of seminars
and roundtable discussions to staff of central
banks and financial regulators of the East African
Community member states on the EU legal
framework for financial markets
•supporting African Revival – a charity that works
in Zambia, Uganda and South Sudan to provide
children with a quality education
•being a partner of Advocates for International
Development (A4ID), which links development
organisations with law firms around the
world, and TrustLaw, the global centre for
free legal assistance run by the Thomson
Reuters Foundation.
The firm is clearly addressing
both the main and peripheral issues
on client service and is exceeding
client expectations.
Legal Week, Client Satisfaction Report
/ Africa
5
Our approach in Africa
Slaughter and May is a firm of English lawyers providing advice and support to our clients
all over the world. This includes guiding those clients in their transactions and dispute
resolution in many different countries. Where local law advice is required, we work with
the best local firms.
We believe that this model delivers better local advice and insight than that delivered through branch
offices. It also delivers better value through transparent local pricing and provides the flexibility to
accommodate the existing local relationships of sophisticated multinational clients. No law firm is truly
global and every firm needs to rely on local firms in the great majority of jurisdictions. For us, fostering
close relationships is what we have always done, everywhere.
Our global legal service
Our Africa initiatives
When working alongside other law firms we can
manage the process effectively and efficiently:
We have a number of Africa initiatives to develop
our relationships in Africa and to support clients
working in the continent.
•Clients work with a single united team, with one
leader. We will introduce clients to our contacts
or work with their preferred adviser.
•The client can receive a single account and the
project is managed from the jurisdiction that best
suits the client.
•Projects are partner led, but remain carefully
managed to be cost-effective.
•We are not constrained by formal alliances or
having to cross-sell fixed networks.
Our international relationships
We work with like-minded experts in their own
jurisdictions who have a depth of understanding that
cannot be replicated, but can be shared. The level
of communication and understanding between
firms and with clients runs deep. Between firms we
have made long-term investments to help foster
connections at all levels, including investing in joint
training, know-how and secondment programmes.
6
•We have organised half-day seminars on certain
aspects of doing business in Africa.
•We have established a regional training
programme, the Practical and Legal Exchange,
African Symposium (“PLEASe”). Training has been
provided on a broad range of legal topics to share
know-how and experiences.
•We have established an ongoing e-Support
initiative which assists African law firms with ad
hoc legal questions and provides know-how and
training on a variety of topics.
•EXPLORE is our secondment programme that
invites senior lawyers from our Africa relationship
firms to spend three weeks with us in London,
with the intention of experiencing the inner
workings of a City firm.
Africa /
Highlights of recent work
Algeria
Libya
Wataniya Telecom in relation to a
US$490 million project financing. See page 14.
An industrial engineering company in relation to a
dispute under a drilling rig sub-contract. See page 17.
Egypt
European Investment Bank and
others on the debt package in
relation to the Mostorod Oil Refinery
Project, the largest ever project
financing in Africa. See page 14.
Ghana
Kosmos Energy on US$1 billion reserves
based facilities to fund the appraisal and
development of the Jubilee Oil Field
located offshore Ghana. See page 13.
Nigeria
Nedbank on its US$493.4 million
subscription for a 20% shareholding in
Ecobank Transnational Incorporated (ETI).
See page 8.
Rwanda
Côte d’Ivoire
Svenska Petroleum Exploration
on a borrowing base financing
for the Baobab Development
Project. See page 14.
Kenya and other
jurisdictions
Atlas Mara on its subscription for shares in the
Banque Populaire du Rwanda (BPR), and the
subsequent merger of Atlas Mara’s wholly-owned
subsidiary, BRD Commercial Bank (BRDC) with
BPR. See page 8.
Reliance Industries on its
acquisition of a majority
stake in Gulf Africa Petroleum
Corporation. See page 10.
Mozambique
PTT Exploration & Production Public Company, Thailand’s national
petroleum exploration and production company,
on a recommended offer for Cove Energy. See page 9.
Zimbabwe
A multinational bank in connection
with the client’s sanctions
compliance. See page 12.
Botswana
The Government of the Republic of Botswana on a broad range of
work over a period of more than 30 years. See page 19.
South Africa
Madagascar
Hony Capital on its acquisition
for up to US$100 million of
a 15% indirect interest in the
Soalala iron ore mining project.
See page 10.
The South African Government on the reform of South
Africa’s Companies Act and business registration legislation.
AngloGold Ashanti on a US$1 billion five year facility.
See page 13.
/ Africa
7
Our experience in Africa
Mergers and acquisitions
Our breadth of experience in M&A, combined with our day to day involvement with the
markets, enables us to provide sophisticated advice of the highest quality on all types
of deals while at the same time remaining rooted in the reality of the market place.
We have close relationships with market leading firms from around the world including in Africa, so for each
cross-border M&A transaction we can assemble a tailor-made team of lawyers who have the best expertise
and contacts in each jurisdiction for that particular deal.
We deliver the full range of services required for an M&A transaction: financing; taxation; competition and
regulatory; employment; intellectual property; information technology; pensions; and real estate advice.
We advised:
•Atlas Mara on its subscription for shares in the
Banque Populaire du Rwanda (BPR), and the
subsequent merger of Atlas Mara’s wholly-owned
subsidiary, BRD Commercial Bank (BRDC) with BPR
•Nedbank on its US$493.4 million subscription
for a 20% shareholding in Ecobank Transnational
Incorporated (ETI). ETI is the leading pan African
bank with operations in 36 countries in Africa and
is listed on stock exchanges in Nigeria, Ghana
and the Ivory Coast
•Virgin Group on the sale of part of its stake in
Virgin Active, the leading international health
club operator, to Brait of South Africa in a
transaction that puts an enterprise value on the
business of c. £1.3 billion
•Unilever in relation to a partial tender offer by
its subsidiary, Unilever Overseas Holdings BV
(Unilever Overseas Holdings), to increase its
equity stake in Unilever Nigeria PLC (Unilever
Nigeria) from 50.10% to 75%. The partial tender
offer has been approved by the Nigerian
Securities and Exchange Commission and notified
to the Nigerian Stock Exchange
•RWE, one of Europe’s five leading electricity and
gas companies, on arrangements with LetterOne
Group for the sale of RWE Dea for approximately
EUR5.1 billion. RWE Dea is the holding company
for RWE’s upstream oil and gas business with
interests in 14 countries including Germany,
the UK, Norway, Denmark and Egypt
•Vitol on:
–– the proposed acquisition of a minority interest
in a Cameroonian retail petrol distribution
company, Tradex
–– the proposed acquisition from Harvest Dussafu
of an interest in an oil production licence in the
Dussafu Field in Gabon (deal did not proceed)
–– the sale of oil and gas interests in Cameroon,
Congo Brazzaville and Nigeria to New Age
(African Global Energy) Ltd.
•Republic Bank Limited on the acquisition of 32%
of the shareholding of HFC Bank Ghana Limited,
making it the single largest shareholder in the
Ghanaian bank
•Mercer, part of the Marsh & McLennan Companies
group, on its acquisition of a 34% stake in South
Africa-based Alexander Forbes group
8
Africa /
Slaughter and May’s ‘outstanding M&A
offering and excellent service’
is spoken of in tones of reverence across
all corners of the market.
The Legal 500
•the senior management of Investec Asset
Management, an international specialist provider
of active investment products and services
dual-listed in the UK and South Africa, on the
cash acquisition of a 15% shareholding in Investec
Asset Management for £180 million
•Diageo:
–– in relation to the sale of its interests in Desnoes
& Geddes and in Guinness Anchor Berhad to
Heineken and also on its related acquisition of
additional shares in Guinness Ghana Breweries.
Diageo’s net cash consideration receivable for
the transaction is approximately £515 million
–– on its announced intention to increase its
equity stake in Guinness Nigeria
–– on an agreement to acquire a 50% interest
in the company that owns United National
Breweries’ traditional sorghum beer business in
South Africa for approximately US$36 million
•AngloGold Ashanti, the South African gold
producer, on:
–– the potential acquisition of 50% of Obuasi by
Randgold Resources Limited
–– the proposed acquisition of the remaining 50%
stake in the Serra Grande mine in Brazil that
it does not currently own from Kinross Gold
Corporation for US$220 million in cash
–– the English law aspects of the acquisition
of a 50% stake in the Morila gold mine in Mali
and the refinancing of the project
on a limited recourse basis
•Equator Exploration on its merger with CAMAC
Energy Holdings Limited. Both companies are
active in the oil and gas exploration sector with
interests in West Africa. The transaction valued
the enlarged group at approximately £250 million
/ Africa
Key deal
We advised PTT Exploration & Production
Public Company, Thailand’s national
petroleum exploration and production
company, on a recommended offer
(including the financing element) for
Cove Energy, an AIM company, for
approximately £1.2 billion. Cove Energy
is an Africa-focused oil and gas explorer
based in Mozambique. The acquisition was
transformative for PTTEP, marking its entry
into the highly prospective East Africa
hydrocarbon province and securing Cove’s
world class East African assets.
As a newcomer to UK takeovers, PTTEP
was eager to secure advisers with a
combination of takeover expertise and
in-depth knowledge of the energy sector
and experience in Asia and Africa.
Throughout the deal a significant part of
our role was guiding PTTEP through the
competitive offer process. We provided
round the clock support to PTTEP by
running the deal seamlessly between our
Hong Kong and London offices.
With significant stakes in onshore and
offshore gas fields in Mozambique, Kenya
and Tanzania, Cove was an incredibly
attractive takeover target for a number
of oil and gas companies from around
the world looking to gain access to East
Africa’s growing number of large natural
gas discoveries. A protracted takeover
battle between PTTEP and Shell started
in February 2012 and lasted five months.
Despite the expectation that the far more
experienced and deep-pocketed Shell
would emerge as the successful bidder,
given its size, experience in tapping
deepwater gas deposits (a key part of
Cove’s off-shore Mozambican interests) and
familiarity with the UK public offer regime,
we advised PTTEP to a successful victory
and PTTEP’s offer became unconditional
as to acceptances and was finally declared
unconditional on 17 August 2012.
9
•Ridge Mining on the disposal of the Group’s gold
interests in Burkina Faso and Zimbabwe
•FS Africa on a recommended cash offer for
Lonrho plc for approximately £174.5 million
•GSK on:
We are advising JSE-listed Mediclinic
International Limited on its recommended
combination with UK premium-listed Al
Noor Hospitals Group plc.
–– the sale of approximately half of its 12.4% stake
in Aspen Pharmacare Holdings. The disposal was
effected by way of an accelerated bookbuilt
offering and raised gross proceeds equivalent to
£574 million. Following the sale, GSK will hold
approximately 6.2% of the issued share capital
of Aspen. We supported GSK’s in-house legal
counsel and worked as an integrated team with
South African and US counsel
The combination will create a leading
international private healthcare group with
operations in the United Arab Emirates,
southern Africa and Switzerland and pro
forma revenues of $4 billion. The enlarged
group, which will retain its UK premium
listing as well as a secondary listing on
the JSE, is expected to join the FTSE 100
index on completion of the transaction
in Q1 2016. The transaction will be
implemented under a South African scheme
of arrangement.
–– its agreement in principle to increase its
ownership in GlaxoSmithKline Consumer Nigeria
PLC, its subsidiary in Nigeria
We are also advising Remgro Limited,
Mediclinics largest shareholder, which is
providing £600 million of equity funding in
connection with the transaction.
•Reliance Industries on its acquisition of a majority
stake in, and management control of, Gulf
Africa Petroleum Corporation which involved
the following jurisdictions: Kenya, Mauritius,
Rwanda, Sudan, Tanzania and Uganda
•Apache Corporation on its acquisition of BP
assets, including assets located in Egypt. Apache
agreed to pay US$7 billion for all of BP’s oil
and gas operations, acreage and infrastructure,
including in Egypt’s Western Desert
•Korea Electric Power Corporation on the
acquisition of IPP projects in Egypt
•BHP Billiton on the competition implications
of the sale of its stake in Guinea Alumina
Corporation to Dubai Aluminum and Mubadala
Development Company PJSC
•Hony Capital, the private equity arm of Legend
Holdings (the parent of Lenovo Group), on its
acquisition for up to US$100 million of a 15%
indirect interest in the Soalala iron ore mining
project in Madagascar
10
Key deal
•Blakeney LLP on:
–– the acquisition of a significant stake in Zenith
Insurance, based in Nigeria. We also advised on
the disposal of Blakeney’s stake in the Zenith
IPO a year later
–– the acquisition of 15% of the share capital of a
Togo bank holding company, combined with a
put option guaranteeing a 15% gain
•Old Mutual on a proposal from HSBC Holdings plc
to acquire a controlling shareholding in Nedbank
Group Limited in South Africa
•Standard Life on the sale of Standard Life
Healthcare Limited to Discovery, an insurance
company listed on the Johannesburg Stock
Exchange, South Africa, for £138 million in cash.
Africa /
They are very quick to respond,
always get it right and their drafting
is impeccable first time.
Chambers Europe
Corporate and Commercial
Our corporate and commercial work is at the heart of our practice. Our experience
in providing general corporate and commercial advice to companies and public sector
organisations is second to none. We are the principal legal adviser for more FTSE 100
and FTSE 250 companies than any other law firm.
We service a range of UK and international clients in every sector and advise on a broad spectrum of
corporate and commercial work.
We advised:
•Glencore, one of the world’s largest diversified
natural resource companies, on the outsourcing
of certain procurement, financial and
accounting services - known as ‘procure-topay’ (P2P) - to Accenture. Under the new
arrangements, Glencore will be able to draw
down P2P, SAP implementation and other related
services from Accenture in various territories
around the world, including South Africa
•BHP Billiton on its plans to create an independent
global metals and mining company based on a
selection of its high-quality aluminium, coal,
manganese, nickel and silver assets. It is intended
that the new independent company will be
listed on the Australian Securities Exchange and
will have an inward secondary listing on the
Johannesburg Stock Exchange
•Okavango Diamond Company, a wholly owned
subsidiary of the Government of the Republic of
Botswana, on the establishment and launch of its
online sales platform for the auctioning of rough
diamonds in Botswana
•CDC Group plc, the UK’s development finance
institution. CDC invests UK money in a
commercially sustainable way in the poorer
countries of the developing world, with a
particular focus on sub-Saharan Africa
/ Africa
•Old Mutual in relation to:
–– the Black Economic Empowerment
Arrangements established by the Group in all
the territories of Southern Africa where it
carries on business
–– the creation of the necessary distributable
reserves at the holding company level, the
procedural aspects involved and the stamp duty
implications of its share buy-back programme,
particularly with regard to the repurchase of
shares on an overseas branch register. The
programme involved purchasing shares on both
the London Stock Exchange and the Johannesburg
Stock Exchange, South Africa
•on the supervision of the legal due diligence
being carried out by local Liberian counsel in
relation to the grant of a lease over land in
Liberia for the construction of a hotel
•an international insurance company on selling
restrictions and the ability of investment funds
to hold certain asset types in respect of a real
estate fund to be incorporated in Mauritius and
investing in India
11
•on English law matters arising in connection with
legal documentation for the proposed assignment
of a hotel agreement regarding the Four Seasons’
Seychelles resort
•Richemont on its restructuring which saw
Richemont separate into two groups. At the
same time, the existing Richemont depositary
receipts, which are listed on the Johannesburg
Stock Exchange, South Africa, were split into
CFR depositary receipts and Reinet depositary
receipts, which were both listed
•a multinational bank in connection with the
client’s sanctions compliance in relation to
business conducted in Zimbabwe
Key deal
We advised GlaxoSmithKline on the
extension of its relationship with Aspen
Pharmacare Holding (Aspen), Africa’s
largest pharmaceutical manufacturer.
As part of a wide-ranging agreement, GSK
and Aspen combined commercial activities
in sub-Saharan Africa. GSK divested certain
products and a German manufacturing
facility to Aspen, and acquired a 16%
shareholding in Aspen (with a market value
of approximately £270 million).
The transaction was led for GSK by an in
house legal team supported by a team from
Slaughter and May.
•Development Partners International, a London
- based African private equity manager, on its
establishment and authorisation by the FSA and
the launch of Africa Development Partners I LLC,
a company based in Mauritius, raising €400
million for private equity investment in Africa
with an emphasis on post-conflict countries
•Arsenal in relation to a licence and academy
agreement in relation to the establishment of a
JMG Arsenal Academy in Egypt and Ghana
•Remgro Limited on the distribution of
214.3 million shares in British American Tobacco
(BAT), representing approximately 10.7% of the
ordinary capital of BAT. The distribution will be
effected by Remgro paying an interim dividend
of 90% of Remgro’s interest in BAT directly to
its shareholders and by contributing the other
10% to Reinet Investments S.C.A., in return for
Reinet agreeing to issue South African depositary
receipts to Remgro shareholders.
12
There is little doubt that
Slaughter and May is a market leader
– its status is ‘impossible to challenge,’
according to interviewees.
Chambers UK
Africa /
There is broad expertise, top-quality
analysis, a highly customer-oriented
approach and the ability to put the legal
aspects of a deal into a business context.
Chambers UK
Financing, projects and project finance
Our financing lawyers are highly regarded for their excellence, broad experience and
versatility. We have a strong reputation for working on the most difficult, demanding
and innovative deals, and aim to provide the highest quality of service to all types
of clients, including financial institutions, corporates, sovereigns and other organisations.
We advised:
Key deal
•The Malawi Government in connection with the
development of PPP law and policy in Malawi,
part of a project involving the African Legal
Support Facility
•Cowan Oil and Gas Namibia (Proprietary)
on the assignment of a farm out agreement of
Cowan’s participating interest in the petroleum
exploration licence PEL 0046 covering Blocks
2613A and 2613B located offshore of the Republic
of Namibia to Murphy Oil and Gas (40%) and OMV
Namibia (25%). Following the above assignment,
Namibia will retain 15% while Cowan will retain
20% of the participating interest
•Okavango Diamond Company in connection with
a US$100 million secured invoice financing facility
entered into with Standard Chartered Bank
Botswana Limited and Standard Chartered
Bank Mauritius Limited
•AngloGold Ashanti, the South African gold
producer, on
–– its proposed joint venture with Randgold
resources to develop and operate AGA’s
Obuasi gold mine
–– a US$1 billion five-year unsecured revolving
credit facility with its banking syndicate
–– a new US$750 million syndicated bridge
loan facility
/ Africa
We advised Kosmos Energy on US$1 billion
reserves based facilities to fund the appraisal
and development of the Jubilee Field located
offshore Ghana, on all aspects of the project
development, and on the disposal of a
major interest (this deal won the African
Oil & Gas Deal of the Year at the Project
Finance International Awards in 2009).
The transaction represented Africa’s
largest reserves-based financing, with
a total of up to US$900 million being
provided by a club of commercial
and multilateral banks (including the
International Finance Corporation) led by
Standard Chartered Bank. The facilities
comprised of US$750 million secured in
July 2009 and an additional amount of
US$75 million committed by Credit Suisse
in December 2009. Funds were to be
applied by Kosmos primarily to pay costs
associated with the Phase 1 development
of the Jubilee Field. The Jubilee Field
was discovered by Kosmos in mid-2007
and is the largest offshore find in Africa in
the last decade.
This financing is particularly significant
due to the many difficult issues that were
faced in a very challenging and complex
political environment, such as: highly
volatile oil prices with limited lender
capacity and appetite for reserves-based
financing; general illiquidity and economic
uncertainty due to global financial crisis;
relatively unproven reserves; security
package restructuring before government
consent obtained; and significant proportion
of funds required to be applied to
non-project related costs.
13
•a Qatari bank on the negotiation of a hydrocarbons
production sharing contract with the Government
of the Republic of Kenya. We also advised in
relation to the funding arrangements relating to
the production sharing contract, which included
the negotiation of the joint venture arrangements
•Wataniya Telecom in relation to a US$490 million
project financing for the establishment of a third
mobile phone operator in Algeria, Wataniya
Telecom Algerie
•Oliver Wyman in relation to corporate finance
activities prior to its authorisation in Angola
•Svenska Petroleum Exploration on a borrowing
base financing for the Baobab Development
Project based in Côte d’Ivoire, including the
refinancing of existing debt. We also advised
on the refinancing of a project finance facility
•the African Development Bank in relation to the
Egypt Hydrocarbon Corporation Project
•EMethanex, as project company, and its sponsors
on the development and US$350 million long-term
project financing facilities for a 1.26 million tonne
per annum methanol plant at Damietta in the Nile
Delta region of Egypt
•Ahli United Bank on the Damietta Port Project
in Egypt
•Qatar Petroleum International in relation to
its equity participation in the financing of
the Egyptian Refinery Company’s Mostorod Oil
Refinery Project in Egypt. We also advised
the European Investment Bank, the African
Development Bank and a syndicate of banks
on the debt package
14
Key deal
We advised the European Investment Bank,
the African Development Bank and the
Syndicate of Banks on the debt package
in relation to the Mostorod Oil Refinery
Project in Egypt, comprising US$2.6 billion
in debt and a further US$1.1 billion in equity.
The US$3.7 billion project represents
the largest ever project financing in
Africa and comprises a US$2.6 billion
in debt and a further US$1.1 billion
in equity contributions.
This ambitious project was devised in
response to increasing demand for refined
oil products in Egypt. It will contribute to
Egypt’s security of energy. It is anticipated
that the refinery will account for 50% of
Egyptian diesel demand.
It is estimated that the upgraded refinery
will create more than US$300 million in
direct annual benefits to the state through
revenues generated as well as avoided
transportation and insurance costs. The
project also has strong environmental
and social credentials; the ERC refinery
will comply with World Bank and European
Union environmental standards and will
ameliorate the environmental impact of
existing refineries by reducing sulphur
emissions by 186,000 tonnes per year.
Furthermore, it is estimated that
10,000 workers will be employed during
the construction phase with 700 permanent
jobs being created. The ERC refinery will
be developed by a partnership consisting
of Citadel Capital (and its various
co-investors), Qatar Petroleum
International and the Egyptian General
Petroleum Corporation and is expected to
be completed in 2015.
Africa /
•the European Investment Bank, international
and Egyptian lead arranging banks (led by the
Bank of Tokyo-Mitsubishi), and the Law Debenture
Trust Corporation as common security trustee,
on project facilities for LNG Train 1 in Egypt,
sponsored by the Egyptian General Petroleum
Corporation, British Gas and Petronas – the
country’s first major project financing in the
oil and gas sector, which was awarded LNG
Deal of the Year 2003 by Euromoney’s Project
Finance Magazine
•Kosmos on investments in oil and gas interests
in Morocco through new licences and farm-ins
•on the financing relating to the Coral
Morocco Refinery
•Namibia Power on a financing to fund its
NAD8.5 billion capital expenditure programme
and in particular the Caprivi Interconnector
Project by the European Investment Bank,
Kreditanstalt für Wiederaufbau and Agence
Française de Développement.
•international lenders, local banks and the
European Investment Bank on the project
financing of LNG Train 2 in Egypt, which was
awarded Middle East Gas Deal of the Year 2005
by Project Finance International
•BHP Billiton in relation to mining interests
in Liberia
It is immensely popular with clients
for its distinctive culture of intellectual
rigour; the versatile partners are
‘unfazed by whatever comes along,’
thanks to their ‘extraordinary
brainpower and breathtaking ability
to modify the negotiation style to
suit the circumstances’.
Chambers UK, Global
/ Africa
15
‘The firm amazes me with its breadth
and depth of knowledge:
they understand the whole business’.
Chambers UK
Capital Markets
We have been a leading participant in the international capital market since its inception.
We have worked with investment banking and corporate clients on some of the largest and
most innovative capital market transactions in many jurisdictions.
Equity Capital Markets
We have a leading practice in equity capital markets work, handling primary and secondary offerings
throughout the world in many different industry sectors, acting both for issuers and underwriters/
managers. We also have a significant practice in rights issues, issues of convertible and exchangeable
securities, placings, equity-derivatives and other forms of equity issuances.
Debt Capital Markets
We have an acknowledged record of high quality work in domestic and international debt capital markets.
Our debt capital markets practice ranges from simple bond issues to highly structured products, and
encompasses stand-alone debt issues, debt programmes (for issuance of commercial paper and MTNs),
equity-linked and credit linked issues, high-yield bonds and repackagings.
We advised:
•the Government of the United Republic of
Tanzania in relation to the issuance and listing of
sovereign bonds
•Old Mutual, based in South Africa, in relation to
the redemption of an Asian bond
•JPMorgan Cazenove, the nominated adviser
to Highland Gold Mining Limited, an AIM-listed
gold production company, in connection with
a share exchange agreement with Barrick Gold
Corporation. Barrick Gold Corporation has
interests in Africa
•Ridge Mining on its admission to AIM. Relevant
jurisdictions included: Burkina Faso, the
Democratic Republic of the Congo, Gabon,
Ghana, South Africa and Zimbabwe
•Cluff Mining on a private placing to fund, amongst
other things, feasibility studies of mineral
prospects in Burkina Faso and Gabon
16
•the Government of the Republic of Botswana
on a sovereign note issue (see Working with
Governments in Africa on page 21 for more details
of our government experience)
•Standard Chartered Bank Ghana in connection
with the issue of preference shares and their
treatment by the FSA on a consolidated basis
•JP Morgan Securities as underwriters in
connection with the listing and offer of GDRs
issued by an issuer in Nigeria
•Goldman Sachs as lead manager in connection
with the issue by Aquarius Platinum of a
convertible bond for the purpose of refinancing
an existing convertible bond. Aquarius is listed in
Australia, London and South Africa
•Unilever N.V. and Unilever PLC in connection
with the refinancing of the Unilever South Africa
(Proprietary) Limited ZAR1.5 billion Domestic
Commercial Paper Programme.
Africa /
…the [Dispute Resolution] group’s
‘level of intellect, competence and
commitment is frankly unparalleled’.
Chambers Europe
Dispute Resolution
We have an outstanding international reputation for dispute resolution. We act for clients around
the world, particularly in the corporate and financial sectors, as well as for governments and
international organisations. We handle the full range of domestic and cross-border litigation,
domestic and international arbitrations (involving both English and foreign law), regulatory
investigations and enquiries work, and mediations. Our experience handling cross-border
multi-jurisdictional disputes means that we are increasingly asked to manage overseas disputes
and enquiries for our clients, including those which have no connection with England.
We advised:
•in relation to an investigation into Bribery Act and
FCPA issues arising out of an agreement relating
to the military equipment of a country in Africa
•an oil and gas company in relation to potential
arbitration proceedings against an African
government and disputes with its co-venturers in
oil and gas concessions in a country in Africa
•an oil and gas company on the boundary dispute
between Ghana and Côte d’Ivoire
•generally on the application of UK and EU
sanctions to firms doing business in or with Egypt
and Libya
•Aggreko, the global provider of rental power and
temperature control systems, regarding unpaid
debts owed by the Government of Angola in
respect of power generation and its threats to
amend the contract and/or seize assets
•Bamangwato Concessions Ltd on a dispute with a
mining contractor in Botswana
•Bell Pottinger in respect of an application for
disclosure of documents in connection with its
representation of the Democratic Republic of
the Congo
/ Africa
•Advanced Energy Systems in relation to a claim
by Egyptian insurers and Luxembourg reinsurers
for a declaration of non-liability, successfully
resisting attempts to bring the matter before
the English courts
•a leading US independent oil and gas exploration
and production company on a dispute with its
partners under a Joint Operating Agreement
relating to interests offshore Equatorial Guinea.
The dispute was subject to arbitration under
UNCITRAL rules in London
•the Italian contractors, Impregilo, in successfully
arguing before the House of Lords that the
courts should not interfere in awards made by
international arbitrators except in the most
exceptional circumstances. The landmark decision
related to an award of extra payments made to
Impregilo in relation to the construction of a dam
in Lesotho
•an industrial engineering company in relation to
a dispute under a drilling rig sub-contract relating
to the Sirte Basin in Libya
•on due diligence carried out on a company,
specifically in relation to a Mauritius Supreme
Court case that was on appeal before the UK
Privy Council
17
•an oil and gas company in relation to its
obligations and rights arising under a production
sharing contract that it signed with a company
controlled by the Government of Nigeria
•a global provider of helicopter services on the UK
aspects of an international bribery investigation,
including allegations of bribery in Nigeria
•a major international confectionery and
beverages company in relation to the discovery of
financial irregularities in one of its subsidiaries in
Africa, including related regulatory investigations
and shareholder actions
•a private equity firm on the Bribery Act in the
context of an acquisition in the Democratic
Republic of the Congo, including advice on the
appropriate due diligence procedures
Key deal
We advised Kosmos Energy in relation
to a number of disputes regarding the
exploitation and enjoyment of certain
interests in offshore oilfields in Africa,
including advising on related petroleum
agreements and oil rig and contractor
contracts. The disputes were subject to
ICSID and ICC arbitration.
This was a challenging case involving a
number of jurisdictions (the UK, the US
and Africa), other major oil companies and
potentially very significant sums in dispute.
The factual matrix was complex and the
dispute raised difficult issues of jurisdiction
(we were advising on issues across a range
of contracts with different governing laws).
We were working closely with the US and
local lawyers.
•a global mining conglomerate in connection with
issues regarding a dispute under South African
law subject to ICC arbitration in Paris
•a global financial institution and a major African
financial institution on a variety of complex
issues arising out of the Zimbabwe sanctions
regime, including advising the client in relation
to threatened enforcement action by the UK
Government in respect of alleged breaches of
that regime.
This team has an outstanding
international reputation for
commercial litigation.
Chambers Global
18
Africa /
Working with governments in Africa
We have worked with Governments in Africa for over 30 years. One of our valued clients is
the Government of the Republic of Botswana. We have advised the Government of Botswana
on a broad range of work over a period of more than 30 years, including in the copper,
nickel, soda ash and coal industries; the negotiation of diamond sales agreements with De
Beers; power and railways; and advising on corporate governance and new legislation. More
specifically we have advised in relation to:
•the Okavango Diamond Company, a wholly owned
subsidiary of the Government of the Republic of
Botswana, in connection with a US$100 million
secured invoice financing facility entered into
with Standard Chartered Bank Botswana Limited
and Standard Chartered Bank Mauritius Limited
•Okavango Diamond Company on the establishment
and launch of its online sales platform for the
auctioning of rough diamonds in Botswana
•the Government’s equity interests in MCL
•the restructuring of the copper and nickel mining
company Bamangwato Concessions Limited (now
BCL Limited)
•the renewal of the Jwaneng diamond mining
licence for the period of 25 years and the
extension of diamond mining licences at
Damtshaa, Letlhakane and Orapa mines
•the Government’s new 10-year sales agreement
with De Beers for the sorting, valuing, marketing
and sale of Debswana’s diamond production.
Debswana is a 50:50 joint venture between
the Government and De Beers (our work was
ranked ‘standout’ in the corporate section of the
Financial Times Innovative Lawyers Report, 2012)
•an investigation into the corporate governance of
Debswana, leading to the prosecution of former
managing director, Louis Nchindo
•the restructuring of Morupule Colliery Limited
(MCL) in light of De Beers’ withdrawal from
the expansion project and the Government’s
agreement to fund the expansion project
either by itself or with a third party joint
venture partner
•the restructuring of Soda Ash Botswana, including
a judicial management and renegotiation of rail
and infrastructure contracts
•the payment of US$150 million to De Beers as part
of a US$1 billion rights issue
•legislation in respect of the regulation of the
extraction of minerals.
•the Government’s options in rights in the context
of Anglo American’s proposed purchase of the
Oppenheimer family stake in De Beers
•commercial and supranational financing
arrangements including EU SYSMIN funding
We have also acted for a number of other African governments including:
•the Government of the United Republic of
Tanzania in relation to the issuance and listing of
sovereign bonds
•the Government of South Africa on the reform
of South Africa’s Companies Act and business
registration legislation
/ Africa
•the Government of Somaliland in relation to the
development of Somaliland’s electricity sector,
including recommendation on the formation of
a national electricity company and providing
analysis to progress the development of rules and
regulations for the electricity sector.
19
How we can help you in Africa
Slaughter and May has had a practice focusing on Africa for over 30 years.
Our Africa Practice Group comprises lawyers across our London, Hong Kong and Beijing offices who provide
a full service across all key sectors, including banking and finance, telecommunications, infrastructure,
energy, mining, and projects. They support both African clients working in Africa and elsewhere and
non-African clients working across the world.
The breadth and duration of our experience in Africa has provided us with a deep understanding of legal
systems, local cultures and socio-economic considerations. This, combined with our strong track record
as a leading international firm, enables us to provide a real value added service to clients doing business
on the continent.
We welcome discussing with clients, potential clients and independent law firms how we can work together
and provide pre-eminent expertise and a comprehensive package of legal excellence. The next page sets
out our Africa Practice Group contacts who would be able to assist with any questions you may have.
20
Africa /
Key contacts
Andrew Balfour
Nigel Boardman
Steven Galbraith
Chairman, Africa Practice Group
T +44 (0)20 7090 3029
E [email protected]
Partner – Corporate and Commercial
T +44 (0)20 7090 3418
E [email protected]
Partner – Infrastructure, Energy and
Natural Resources, Financing
T +44 (0)20 7090 3099
E [email protected]
Nick Gray
Lisa Chung
Efstathios Michael
Partner – Dispute Resolution
T +44 (0)20 7090 4258
E [email protected]
Partner – Corporate and Commercial, Financing
Infrastructure, Energy and Natural Resources
T +86 10 5965 0606 / + 852 2901 7268
E [email protected]
Partner – Dispute Resolution
T +44 (0)20 7090 4313
E [email protected]
Lisa Wright
Caroline Phillips
Filippo de Falco
Partner – Competition
T +44 (0)779 596 0353
E [email protected]
Partner – Financing
T +44 (0)20 7090 3884
E [email protected]
Senior Associate – Corporate
T +44 (0)20 7090 5335
E [email protected]
Damian Taylor
Richard Todd
Ngozie Azu
Partner – Dispute Resolution
T +44 (0)20 7090 5309
E [email protected]
Partner - Real Estate
T +44 (0)20 7090 3782
E [email protected]
Solicitor – International Relations (Africa)
T +44 (0)20 7090 4378
E [email protected]
Craig Cleaver
David Watkins
Partner – Corporate and Commercial
T +44 (0)20 7090 3013
E [email protected]
Partner – Corporate and Commercial
T +852 2901 7278
E [email protected]
Carol Wong
Solicitor – Head of Business Development (Asia)
T +86 10 5965 0602
E [email protected]
South Africa
/ Africa
21
© Slaughter and May 2016
This material is for general information only and is not intended to provide legal advice.
For further information, please speak to your usual Slaughter and May contact.
May 2016
OSM0006382_v07