Contents. 04 Our Firm. 05 Our Footprint in Africa. 06 Our Tax Practice. 07 Our Specialist Services. 09 Our Signature Matters.

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1 TAX

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3 Contents 04 Our Firm 05 Our Footprint in Africa 06 Our Practice 07 Our Specialist Services 09 Our Signature Matters 10 Accolades 12 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 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 clients include corporates, multinationals and state-owned enterprises across a range of industry sectors as well as financial institutions and governments. Our expertise is frequently recognised by independent research organisations. We have been named African Legal Adviser of the Year by DealMakers for the last four consecutive years and South African Law Firm of the Year for 2018 in the Chambers Africa Awards for Excellence. Most recently we were named African Law Firm of the Year Large Practice at the African Legal Awards hosted by Legal Week and the Corporate Counsel Association of South Africa. We were also one of only two firms that took home three practice awards - for Property and Construction Team of the Year, Energy and Natural Resources Team of the Year and TMT Team of the Year. 4

5 Our Footprint in Africa We provide integrated legal services throughout Africa from six offices (Cape Town, Dar es Salaam, Durban, Johannesburg, Kampala and Nairobi) in four countries (Kenya, South Africa, Tanzania and Uganda). We work closely with leading Nigerian firm, Udo Udoma & Belo-Osagie, and Mozambiquebased boutique firm, Taciana Peão Lopes & Advogados Associados. We also have strong relationships with other leading law firms across the rest of Africa. 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 Significant transaction or advisory experience 5

6 BOWMANS Our Practice We have knowledge based on years of experience and a depth and breadth of tax law skills that few are able to match. We provide efficient tax and business solutions by combining this strength with commercial acumen. Our tax specialists work closely together to advise on investments and operations in various African countries, ensuring that all aspects of international transactions are thoroughly considered and planned. We provide efficient tax and business solutions by combining our experience with commerical acumen. Services range from the tax aspects of corporate transactions (including mergers and acquisitions, private equity transactions, cross-border investment structures and corporate restructures), to financial structuring, project finance matters and the tax implications of employment decisions, and extend to tax litigation and dispute resolution. We have specialist knowledge of a variety of sectors including construction and infrastructure, energy, financial services, logistics, mining, real estate and telecommunications. Our clients include leading corporates, financial institutions and individuals in the countries in which we operate. We also work with international law firms to service their clients expanding into Africa. 6

7 Our Specialist Services Our main focus areas include: CORPORATE TAX reviewing commercial agreements (including mergers, acquisitions and joint ventures) and advising on the tax implications; advising on the tax implications of the restructuring of groups of companies, intellectual property transactions and real estate transactions, including the tax treatment of real estate investment trusts (REITS); advising on the tax implications of the formation of private equity funds, acquisitions and disposal by private equity funds and debt restructurings; undertaking tax due diligence investigations to determine the tax exposure of investments; advising on the tax-efficient structuring of debt and equity funding provided by local and international financial institutions, including the tax treatment of complex financial instruments; and advising on the tax treatment of oil and gas operations and in other energy sectors, such as renewable energy and mining operations. withholding taxes and the use of the South African Headquarter Regime; advising on exchange control restrictions applicable to cross-border transactions, including assisting with applications to the Financial Surveillance Department of the South African Reserve Bank; advising on the application of the South African transfer pricing rules, including the reviewing and implementation of transfer pricing policies and arrangements; and advising on the tax consequences of international secondments of personnel. DISPUTE RESOLUTION assisting clients with all aspects of tax litigation including responses to South African Revenue Service queries, audits, objections, appeals, representation in court cases, alternative dispute resolution and the negotiation of settlements of tax disputes. INTERNATIONAL TAX advising local corporates, financial institutions and individuals on the tax and exchange control implications of their foreign investments, including potential tax exposures in other jurisdictions and the impact of double taxation agreements; advising foreign residents on the taxefficient structuring of their investments in South Africa and in other African countries, including exposure to South African 7

8 BOWMANS TRUSTS AND INCENTIVE SCHEMES advising on the tax implications of share schemes and other incentive schemes; planning and advising on the tax implications of black economic empowerment transactions; and advising high net worth individuals on the use of trusts (local and foreign) and the tax consequences of the flow of funds via such trusts. Stellar department offering a deep bench experienced in handling a broad spread of tax issues. Legal 500, 2017 CUSTOMS AND INTERNATIONAL TRADE advising on international trade and customs and excise, including assisting with related litigation; and advising on unfair trade practices (including anti-dumping, safeguarding and the imposition of countervailing duties) and all other dealings with the International Trade Administration Commission of South Africa. GENERAL advising individuals and corporates on general tax matters; and providing the supporting services necessary to implement our advice, including assisting with various tax registrations and obtaining rulings and directives from the South African Revenue Service. 8

9 Our Signature Matters Some of our recent matters include advising: the Alexander Forbes Group of companies on its listing on the main board of the JSE, valued at ZAR 9.7 billion; Citi Bank and JP Morgan on loan facilities of approximately ZAR 21 billion, granted to Woolworths for the acquisition of David Jones in Australia; on the establishment of the Delta International Real Estate Fund, one of the first two dually-listed African real estate funds we advised on the other (Sanlam Africa Core Real Estate Fund) as well; Marriott in designing the acquisition structure in its procurement of the Protea Group valued at approximately ZAR 2 billion. Our involvement extended to advising on the complex exchange control rules and application to the Reserve Bank; Peermont Global on the proposed acquisition, by Sun International, of its shares and existing debt valued at almost ZAR 5 billion; SAB on a tariff dispute with SARS; SABMiller plc and SAB on the proposed transaction to combine their non-alcoholic ready-to-drink beverage businesses (principally in southern and eastern Africa) with those of the Coca-Cola Company and Gutsche Family Investments, valued at approximately USD 6 billion; and defending various entities in a group of companies against aggressive tax assessments by SARS penalties demanded were 200%; we helped our client to settle for a significantly lower penalty; and on, and responding to, an anti-dumping duty in excess of ZAR 500 million imposed on Wiesenhof International GMBH for exports of frozen chicken from Germany. 9

10 BOWMANS Accolades AFRICAN LEGAL AWARDS 2018 We were named African Law Firm of the Year (Large Practice). We were also one of only two firms that took home three practice awards - for Property and Construction Team of the Year, Energy and Natural Resources Team of the Year and TMT Team of the Year. DEALMAKERS AWARDS 2018 We have been identified as the leading legal adviser in Africa by volume. This is the fourth consecutive year we have been recongnised this way. INTERNATIONAL LAW OFFICE CLIENT CHOICE AWARDS We won the award for South Africa for 2005, 2006, 2008, 2011 and again in INDIA BUSINESS LAW JOURNAL 2018 We have been named as one of the Top Regional and Specialist Firms (Worldwide). WHO S WHO LEGAL AWARDS 2016 We were named South African Law Firm of the Year. 10

11 CHAMBERS & PARTNERS 2018 RANKED US IN THE FOLLOWING AREAS IFLR RANKED US IN THE FOLLOWING AREAS THE LEGAL 500 EMEA 2018 RANKED US IN THE FOLLOWING AREAS BAND 1 TIER 1 TIER 1 KENYA Banking & Finance Corporate/ Commercial Employment SOUTH AFRICA Capital Markets: Debt Capital Markets: Equity Competition Corporate Investigations M&A Employment Environment IT/ Telecommunications Projects & Energy Shipping UGANDA General Business Law BAND 2 SOUTH AFRICA Banking & Finance Dispute Resolution Media & Broadcasting Restructuring/ Insolvency KENYA Projects & Energy TANZANIA General Business Law KENYA Financial & Corporate Mining SOUTH AFRICA Capital Markets Competition Energy M&A UGANDA Financial & Corporate Project Development TIER 2 KENYA Energy Infrastructure SOUTH AFRICA Banking Infrastructure Mining Oil & Gas Project Finance KENYA Banking, Finance & Capital Markets Commercial, Corporate & M&A Employment Real Estate & Construction SOUTH AFRICA Commercial, Corporate & M&A Competition Employment Projects & Infrastructure Shipping UGANDA Legal Markets Overview TIER 2 KENYA Dispute Resolution Projects & Energy SOUTH AFRICA Banking & Finance Construction Dispute Resolution Investment Funds TANZANIA Legal Markets Overview 67 Recognised Lawyers 36 Recognised Lawyers 32 Recognised Lawyers 11

12 BOWMANS Key Contacts BARRY GARVEN Head of, Johannesburg BETSIE STRYDOM T: E: T: E: WALLY HORAK Head of, Cape Town Cape Town, South Africa DANIEL GANTUNGO Kampala, Uganda T: E: T: E: ALAN KEEP Managing ERNEST WILTSHIRE Kampala, Uganda T: E: T: E: ALEX MATHINI Nairobi, Kenya KELLY PRETORIUS T: E: T: E: ANERIA BOUWER Cape Town, South Africa PATRICIA WILLIAMS T: E: T: E: 12

13 RONÉ LA GRANGE Cape Town, South Africa ROBYN BERGER Executive - T: E: rone.lagrange@bowmanslaw.com T: E: robyn.berger@bowmanslaw.com SAMIR ELLARY ADELE DE JAGER Executive - T: E: samir.ellary@bowmanslaw.com T: E: adele.dejager@bowmanslaw.com VIRUSHA SUBBAN MICHAEL RUDNICKI Executive - T: E: virusha.subban@bowmanslaw.com T: E: michael.rudnicki@bowmanslaw.com NIKHIL HIRA Director Nairobi, Kenya T: E: nikhil.hira@bowmanslaw.com To view profiles of our lawyers, please visit 13

14 Cape Town T: E: Dar es Salaam T: E: Durban T: E: Johannesburg T: E: Kampala T: E: Nairobi T: E: Follow us on