CONTENTS. The Firm. Our Footprints. Key Highlights. Our Africa Focus. Our Africa Approach. Our Value Proposition. Case Studies.

Transcription

1 AFRICA GROUP

2 CONTENTS The Firm Our Footprints Key Highlights Our Africa Focus Our Africa Approach Our Value Proposition Case Studies Awards & Rankings Key Contacts 1

3 The Firm Olaniwun Ajayi is one of the leading firms in sub-saharan Africa, with a track record of supporting individuals, corporates, governments, multilateral institutions on major engagements that cut across all key sectors of major African economies. Established in 1962 in Lagos, Nigeria, the firm has since been involved in complex cross-border transactions spanning mergers and acquisitions, financing, infrastructure development, capital markets, insolvency and corporate restructuring, and oil and gas. It is a testament to the breadth and depth of our experience that we have been described as the first to come to mind for mega transactions in Nigeria and beyond. We are, at our core, a client-service business and then a law firm and for us it is always about helping our clients achieve their commercial objectives. This holds true throughout the entire Firm. We realize that our accomplishments, while impressive, are not the sole reason why our clients rely on us, and so we continue to invest heavily in understanding and thereby satisfying our clients every need. In view of our clients continuous growth and ever expanding operations, we have, as trusted advisors to our clients, continued to support their businesses and interests as they reach across the African continent. Our robust knowledge of the continent and deep, longstanding relationships with the most prestigious law firms and networks across Africa enable us to assist our clients in navigating the transition from national to regional/continental players, or multinationals looking to establish or strengthen their positions in one of the world s fastest growing markets. 2

4 Our Footprints Angola Benin Republic Burkina Faso Cameroon Chad D.R. Congo Egypt Ethiopia Ghana Guinea Guinea Bissau Ivory Coast Kenya Liberia Mali Mauritius Morocco Niger Nigeria Senegal South Africa Sierra Leone Tanzania Uganda Zambia With Anglophone, Francophone and Lusophone capabilities and/or experience, our lawyers are equipped to manage even the most complex issues that arise in the course of our clients ventures across Africa. 3

5 Key Highlights The Firm has established a firm presence across the continent s economic landscape, as borne out by a number of transactions and projects that have benefitted from the Firm s skilled steerage, or where we have supported our relationship firms. Some of our intra-african cross-border engagements include: Advised the United Nations Economic Commission for Africa on implementing its Program for Infrastructure Development in Africa (PIDA) initiative. Advised Mpact on its proposed acquisition of packing businesses in Nigeria and Ghana from the Mohinani Group Advised the Asset Management Corporation of Nigeria on the enforcement of its creditor rights with respect to certain assets in Ghana. Advising on the restructuring of Arik Air, a Nigerian aviation company with operations across West Africa, the United States and the United Kingdom. Advised a Hong Kong company on the acquisition of equity stakes CGCOC s operations in Chad, Ethiopia and Nigeria. Advised a successful bidder in the negotiations of a production sharing contract with the National Oil Company of Liberia. Advised Borkir International Limited in relation to certain LPG development arrangements with the Government of Niger Republic. Advised with respect to a proposed listing of Notore Chemicals on the Johannesburg Stock Exchange. Advised Tecon regarding contractual arrangements for certain petroleum drilling operations in Angola. Advised on the Smit Lamnalco US$500 million vessel financing of vessels in various jurisdictions, including Nigeria and Liberia. Advising Petralon Energy Nigeria Limited on the acquisition of a participating interest in oil assets in Niger Republic. Advising Lidya, an online financial services provider providing small business loans and working capital financing to small and medium scale businesses across Africa. Currently advising a member of the contractor group in relation to the development of a petroleum asset in the Nigeria-Sao-Tome Joint Development Zone. Assisted with Global IP protection and management of Dangote Industries Limited s portfolio of trademarks across Africa. Advised N-Gas Limited on the West African Gas Pipeline Project. Advised in connection with the acquisition of Oceanic Bank by Ecobank Transnational Inc. Currently advising N-Gas (a role which we have played for over a decade) on operational issues arising from the sale and transportation of the natural gas on the West African Gas Pipeline. Advising a Nigerian e-payment solutions company on an equity capital raise to expand its existing operations in Ghana, Nigeria, South Africa, Ivory Coast and Zimbabwe. Advised Afrexim with respect to its proposed USD 500million capital raising exercise. 4

6 Our Africa Focus ANTITRUST/COMPETITION: We have been at the forefront of competition law and practices across the continent. We bring to bear our experience advising local and international companies, and regulatory authorities on competition laws, regulations and policy. ARBITRATION: Led by two Senior Advocates of Nigeria and other lawyers highly experienced in arbitration, we act on behalf of a range of clients including commercial and government entities and ensure that our disputes are resolved as quickly and cost-effectively as possible. BANKING: Our banking team has leading expertise across the full market spectrum, including corporate borrowing, asset finance, loan syndication, derivatives & structured finance, leveraged acquisition finance, real estate finance, commodities & export finance, restructuring and insolvency. CAPITAL MARKETS: We have a leading capital markets practice which is dedicated to supporting corporate and sovereign issuers, underwriters and on the full spectrum of capital markets work including debt/equity transactions, structured debt, high yield, securitization and derivatives. ENERGY & RENEWABLES: We advise on all key aspects of the electricity value chain distribution, generation and transmission. We steered one of the key precedent deals for IPP development in West Africa the Azura independent power project as well as a number of subsequent IPPs including some of the utility scale solar PV and other renewable energy projects in the market. 5

7 Our Africa Focus INFRASTRUCTURE/PPP: Our dedicated infrastructure team is led by partners that have advised on the development of infrastructure assets and private sector participation in public utilities in Nigeria; and associates who routinely advise on public private partnerships. INTELLECTUAL PROPERTY: We are the top law firm for large and complex IP work across the continent. Our IP team is currently handling the global IP protection exercise for Dangote Group and its subsidiaries (one of the largest conglomerates in Africa) in over 20 countries spread across Europe and Africa. MEDIA LAW & ENTERTAINMENT: We offer extensive services across all commercial aspects of entertainment and media law, key to which are contracts, financing, intellectual property and dispute resolution, all relevant to music, film, television, fashion and other aspects of the creative arts. MERGERS & ACQUISITIONS: We advise at all stages of M&A deals, from structuring all the way through to completion. We have been involved in some of the most complex M&A transactions on the continent involving countries like Chad, Ethiopia, Ghana, South Africa and Zimbabwe. MINING & EXTRACTIVES: Having provided support to players in the extractive industry in Nigeria and other parts of West Africa over the last few decades, we are regarded as one of the leading firms for mining and minerals, and have deep connections with the key sector players across Africa. 6

8 Our Africa Focus OIL & GAS: Our team has been at the forefront of innovation in the oil and gas sector and has been involved in some of the largest and most complex deals across the African oil and gas space, including the West African Gas Pipeline and projects in Angola, Niger and Sao Tome and Principe. PRIVATE EQUITY: We routinely advise private equity funds, management teams and lenders on acquisitions, buy-outs, buy-ins and investment. We also assist with developing efficient corporate governance, value optimization and exit strategies on these investments. PROJECT FINANCE & DEVELOPMENT: The firm is regarded as a pioneer of limited recourse financing in this market and has an established track record of supporting DFIs, commercial banks and sponsors on the financing and development of projects across various sectors. PUBLIC POLICY & GOVERNMENT AFFAIRS: We advise and represent many multilateral agencies and institutions, including IFC, UNECA, NEPAD and the African Union in developing policy frameworks for development in relation to key areas relevant to their respective missions across Africa. TAX: Our dedicated tax practice routinely works in tandem with the firm s various practice groups and external professional consultants in delivering expert, tailor-made advice to multinationals, start-ups, financial institutions, investment funds on various cross border tax issues within and outside Africa. 7

9 Our Africa Approach We adopt a collaborative approach to everything we do and ensure that our advice is always practical and client-friendly, such that we provide simple, innovative solutions to even the most complex business problems. Our lawyers are commercially savvy and have perfected their craft while working at, or in partnership with some of the largest law firms and multinational organizations in the world. They bring their significant experience to bear in supporting clients across the continent. We partner with an extensive network of law firms, financial and technical advisers within and outside Africa. This network enables us deploy relevant experience and market knowledge in undertaking and successfully executing engagements across the continent. This way, we are able to provide an integrated service offering at competitive rates to businesses and global law firms who require legal and business support in connection with multi-jurisdictional transactions across the continent. 8

10 Our Value Proposition Holistic legal service and value delivery at flexible rates to fit within clients budgets Creative structuring, negotiation and implementation of transactions Strong connections and reputation with regulators and the business communities in key African economies First nature familiarity with cultural, socio-political and business environment Secondment and work exchange programs with African/global law firms to help refresh our connections Knowledge sharing alerts and updates that keep our clients abreast of key business and legal/ regulatory developments across the continent Excellent project management capacity and efficient process execution 9

11 Case Studies Case Study I UNECA Program for Infrastructure Development We were engaged by the United Nations Economic Commission for Africa with respect to the implementation of the Program for Infrastructure Development in Africa (PIDA). PIDA s objective is the harmonisation of national laws, regulations and policies pertaining to infrastructure development in over 25 African countries for the execution of 16 high priority trans-boundary infrastructure projects, which were identified at the 2014 Dakar Finance Summit. Such projects include the construction of transnational highways and railways, a hydropower generation plant and a natural gas pipeline. Our work on this engagement involved: Providing an overview of: (i) the existing policy, legal and regulatory frameworks in PIDA sponsor states; (ii) Anglophone and Francophone Africa s infrastructure legal framework; and (iii) investment opportunities, and challenges in infrastructure development. Fact finding and data collection missions to regional economic communities concerned in PIDA; Formulation of a legal and institutional framework for the harmonization of infrastructure related laws in each of the participant States; Drafting and presentation of a Model Law on Trans-boundary Infrastructure Projects to the African Union Assembly for endorsement and subsequent domestication in adopting States; and Overseeing and facilitating the Model Law domestication process within adopting States of the Model Law. 10

12 Case Studies Case Study II Acquisition of CGCOC Group This transaction involved the acquisition of a significant equity stake in certain CGC Overseas Construction Group s operations, by a Hong Kong based company. We were engaged by the client, through Dentons in China, to provide general oversight on all the African aspects of the transaction (in Nigeria, Ethiopia and Chad), including the due diligence and regulatory review and engagement. In doing this, we enlisted the support of the leading firms in Chad and Ethiopia where the other target entities were located. With the support of our relationship firms we were able to assist the client to: structure the deal; provide local law guidance; and deliver the deal on schedule at minimal cost. Our work on this engagement involved: Assisting the client with the process for selecting counsel in Chad and Ethiopia. Advising on the legal and regulatory regime applicable to the construction industry in the relevant jurisdictions and how these would impact potential deal structures. Conducting due diligence on the target companies and operations and prepared due diligence reports for the client. Handled and supervised discussions and negotiations with local target companies and regulators. 11

13 Awards & Rankings First Tier Ranking For Banking & Finance Chambers Global [Olaniwun Ajayi] has played a key role on some of the country s most complex and challenging transactions in the energy sector Legal 500 Financing work lies at the core of this strong firm Chambers Global the first firm to come to mind for mega transactions Chambers Global First Tier Ranking for Project Finance IFLR 1000 (2016) One of the best Firms in the Country Chambers Global...clearly ahead of the field... Chambers Global A good Firm in Africa The Times of London...[Olaniwun Ajayi s] work is extremely well regarded in the marketplace Chambers Global Financing work lies at the core of this strong firm Chambers Global No. 1 African firm, Global League for Project Finance The Lawyer 12

14 Key Tominiyi Owolabi Partner Contacts Dr. Khrushchev Ekwueme Partner Toyosi Alabi Partner Joba Akinola Associate The Adunola Plot L2, 401 Close, Banana Island, Ikoyi, Lagos, Nigeria 4th Floor Leadway House Plot 1061, Cadastral Avenue, Central Business District, Abuja, Nigeria Olaniwun Ajayi LP Tomilayo Fadoju Associate tfadoju@olaniwunajayi.net Olaniwun Ajayi 13