Contents. 04 Our Firm. 05 Our Footprint in Africa. 06 Our Private Equity Sector. 07 Our Specialist Services. 08 Our Signature Matters.

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1 PRIVATE EQUITY

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3 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 3

4 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. With six offices in four African countries and over 400 specialised lawyers, we are differentiated by our geographical reach, independence and the quality of legal services we provide. We draw on our unique knowledge of the African business environment and in-depth understanding of the socio-political climate to advise clients on a wide range of legal issues. Our aim is to assist our clients in achieving their objectives as smoothly and efficiently as possible while minimising the legal and regulatory risks. Our expertise is frequently recognised by independent research organisations. We have been named Africa Legal Adviser by DealMakers for the last two consecutive years (2014 and 2015). Most recently our South African office was named South African Law Firm of the Year for 2016 by the Who s Who Legal. We also won the Competition and Regulatory Team of the Year and the IP Team of the Year Awards at the prestigious African Legal Awards hosted by Legal Week and the Corporate Lawyers Association in Our clients include corporates, multinationals and state-owned enterprises across a range of industry sectors as well as financial institutions and governments. 4

5 Private Equity Our Footprint in Africa We 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 Abuja, Lagos and Port Harcourt, and have strong 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 Republic, Chad, Congo Republic, Democratic Republic of Congo, Gabon, Guinea, Ivory Coast, Mali, Mauritania, Niger, Rwanda, Senegal and Togo) from our office in Madagascar. 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. Bowmans offices Relationship firm Francophone Africa coverage Significant transaction or advisory experience 5

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

7 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 7

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

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

10 BOWMANS FUND FINANCING WORK a secured fund facility made available to Rockwood Fund I. two secured facilities made available to Leapfrog Financial Inclusion Fund II, LP and Leapfrog Financial Inclusion Fund II-B, LP. a forward start facility to The Brait IV Facility Trust. a term loan facility made available to Capitalworks Investment Partnership and Capitalworks Private Equity Partnership. funding packages made available to Ascendis Health Ltd, as well as Bounty Brands, the healthcare and consumer/ retail businesses of Coast2Coast. LEVERAGED FINANCING WORK the restructuring of Alexander Forbes Equity Holdings Pty Ltd and its subsidiaries. the funding arrangements of Medu Capital in connection with the acquisition of 95% of the shares in Elite Truck Hire. the leveraged financing provided by Absa Capital (as mandated lead arranger and lender) to a special purpose vehicle in connection with the acquisition by Ethos Private Equity of Autozone Retail and Distribution. the financing by The Standard Bank of South Africa 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. 10

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12 BOWMANS Accolades AFRICAN LEGAL AWARDS 2015 We received the awards for Competition and Regulatory Team of the Year and IP 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 WHO S WHO LEGAL AWARDS 2016 We were named South African Law Firm of the Year. 12

13 Private Equity CHAMBERS & PARTNERS 2016 RANKED US IN THE FOLLOWING AREAS IFLR RANKED US IN THE FOLLOWING AREAS THE LEGAL 500 EMEA 2016 RANKED US IN THE FOLLOWING AREAS BAND 1 TIER 1 BAND 1 KENYA Banking & Finance Corporate/ Commercial SOUTH AFRICA Capital Markets: Debt Capital Markets: Equity Competition Construction Corporate Investigations Corporate/ M&A Employment Environment IT/ Telecommunications Projects & Energy UGANDA General Business Law BAND 2 MADAGASCAR General Business Law SOUTH AFRICA Banking & Finance Dispute Resolution Media & Broadcasting Tax KENYA Mining MADAGASCAR Energy & Infrastructure SOUTH AFRICA Capital Markets Competition Energy Mergers & Acquisitions UGANDA Financial & Corporate TIER 2 KENYA Energy Financial & Corporate Infrastructure SOUTH AFRICA Banking Infrastructure Mining Oil & Gas Project Finance KENYA Banking & Finance Commercial, Corporate & M&A Real Estate & Construction SOUTH AFRICA Commercial, Corporate & M&A Competition Construction Labour & Employment Projects & Infrastructure Shipping & Transport BAND 2 KENYA Dispute Resolution Projects & Energy SOUTH AFRICA Banking & Finance Dispute Resolution Investment Funds Real Estate Tax 57 Recognised Lawyers 30 Recognised Lawyers 49 Recognised Lawyers 13

14 BOWMANS Key Contacts JOHN BELLEW Head of Private Equity Johannesburg, South Africa T: E: FRANCISCO KHOZA Head of Banking and Finance Johannesburg, South Africa T: E: JOHN FFOOKS Head of Francophone Africa Antananarivo, Madagascar T: E: ULRIKE NAUMANN Head of Finance Johannesburg, South Africa T: E: WALLY HORAK Head of Tax Cape Town, South Africa T: E: 14

15 Private Equity DAVID MPANGA Partner Kampala, Uganda T: E: JAMES WESTGATE Partner Johannesburg, South Africa T: E: PARAS SHAH Partner Nairobi, Kenya T: E: PHILIP COULSON Partner Nairobi, Kenya T: E: To view profiles of our lawyers, please visit 15

16 Antananarivo T: E: Cape Town T E: info-cpt@bowmanslaw.com Durban T: E: info-dbn@bowmanslaw.com Johannesburg T: E: info-jhb@bowmanslaw.com Kampala T: E: info-ug@bowmanslaw.com Nairobi T: E: info-ke@bowmanslaw.com Follow us on