Our strength in Africa - Freshfields Bruckhaus Deringer
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Our strength in Africa
Our strength in Africa
Why Africa?
Africa offers many exciting opportunities.
Having been a leader in mobile technology
for a long time, Africa will experience a
lot more innovation taking place and we
expect to see its technology being exported
all over the world.
BOur strength in Africa
Robust drivers of growth (such as rapid population growth and urbanisation)
and rich diversity in the political, social and economic circumstances of
African countries continue to attract the attention of international investors.
We have been helping our clients play a role in the unfolding Africa story
for many years. We assist them in every African country and across sectors
and industries to grow, strengthen and defend their investments.
Due to our global experience, we’re likely to have come across and handled
similar situations in other markets. We bring this experience to the table,
and combine it with local counsel expertise and on-the-ground transaction
support, using the creativity you would expect from Freshfields anywhere
in the world.So whatever the job, we’ll deliver the quality and service to get
the job done to international standards.
‘He wins praise for his
ability to “lead efficient,
business-oriented and
consistently great work”.’
Chambers Global
Shawn der Kinderen
South Africa born and raised, qualified
to practise in South Africa, England
and Wales and the Netherlands –
an M&A/private equity lawyer with
extensive experience across Africa.
‘He is an experienced adviser
on transport, petrochemical
and mining projects.’
Chambers Global
Gabriel Mpubani
Uganda born and raised, qualified
to practise in Uganda and England
and Wales – a project finance lawyer
with more than 15 years’ experience
of working on some of the largest
and most complex energy, mining
and infrastructure projects in Africa.
Freshfields Bruckhaus Deringer LLP 1Our strength in Africa
What clients say about
our Africa practice
‘They are always prepared ‘Freshfields delivers
to go the extra mile, a critical competitive
feel part of the team and differentiator for our
are a joy to work with.’ business.’
‘They bring a ‘They provide a seamless,
combination of bright single point of contact,
people, individual drive service and analysis
and substantial transaction and solve complex
experience, all blended, legal issues with the
with a pragmatic and technical rigour you would
commercial approach.’ expect but delivered
in the most commercial,
business-friendly way.’
2Our strength in Africa
‘A highly dependable team
that blends exceptionally
well with other in-house
and external firms to
deliver a winning team
in complex corporate
transactions spanning
many different African
jurisdictions.’
3Our strength in Africa
Working across Africa
54 countries, each with its own laws,
challenges and opportunities.
We can quickly assemble Instead of competing with
a winning team that is the best local lawyers, we
right for each mandate. bring them into our team.
There is no ‘one-size-fits-all’ solution. You need We know our local counsel colleagues
the best legal advice in each country, not just in from having worked together on previous
one or two of the continent’s largest economies. mandates. But there’s so much more to
On this basis, we decided that having an office these relationships, including:
in only one or two countries in Africa would not • r egular update calls/meetings to discuss
help us to provide you with the best legal advice local developments;
across the entire continent. Instead it would
• secondments;
make us a competitor of the best local firms that
both we and our clients want and need to engage. •k
nowledge sharing and training opportunities;
That would deny us and our clients access to the •A
frica StrongerTogether conferences
best local lawyers, including the local knowledge for our Africa network firms; and
and connections that are so essential to investing
• global partner and sector conferences.
on the continent.
Through our StrongerTogether programme, In short: we invest in these relationships to
we have created a network of Africa’s top ensure they offer the same seamless service
law firms. Rather than recommending that our clients have come to expect from
our ‘best friends’, we recommend the best Freshfields offices across the world.
lawyer for the job. So whatever the mandate,
we’ll build the right team for you.
Access to the
Access to best local lawyers
global experts StrongerTogether and their local
and experience knowledge and
connections
One highly collaborative team
4Our strength in Africa
Our ultimate goal is simple:
your investment should achieve
high growth and low risk.
5Our strength in Africa
How can we help?
6Our strength in Africa
Africa is a place of great opportunity, but also risk.
We help you identify and mitigate that risk by thinking ahead.
A few things to consider when you are Are you a (potential) key stakeholder
planning to invest in a long-term project?
• Are there any upcoming changes in law? •A
re there local content rules you need to
• Do you really know your local counterpart? comply with? How will that affect your ability
Are there any associated risks? to efficiently manage the business and what
impact would that have on cost? To what
• Was the local company’s permit properly extent is the government linked to or even
granted? Is it open to challenge or review? invested in the provider of local content?
Could that prevent you from operating your
business or substantially increase costs? •W
hat restrictions would apply to increasing
your stake in the local company? Are there
• What about bribery and corruption? Are local ownership rules that prevent majority
processes in place to prevent such behaviour? ownership by a foreign party?
• What about access to skilled labour? Are you •H
ave you considered your position should you
able to get work permits for expats who would need to exit the project at any stage? Would
be seconded to the local business? you be able to get your cash/investment back?
• How is the business taxed? Is the government Do you need government/third-party consents
clamping down on foreign investors by to sell your shares?
imposing unexpected taxes and/or penalties? •W
hat about exchange control regulations,
• What about expropriation risk? For example, imposing restrictions on moving cash
are there any plans by the local government in and out of the country? Is it possible
to reclassify the land on which your to pay dividends? What about other forms
manufacturing plant is situated? of cash extraction (such as shareholder
loan repayment, licence fees for IP and
• What investment treaties exist to protect
management fees)?
you against expropriation and other
risks of adverse governmental measures? •W
hat if the government decides to no longer
Have you structured your investment support the project? What impact could that
to attract this protection? have on your investment?
•H
ow exposed is the company to currency
fluctuations? Both in relation to debt financing
or material contracts (for example, if they are
dollar denominated).
7Our strength in Africa
All these questions represent real risks that can have
a significant impact on the decisions you make.
Are you looking to raise capital? Are you having to defend your position?
• Have you considered potential sanctions • Have you considered impending changing
risks and how these impact on any capital laws that may affect whether to litigate
markets issuance? or not?
• Are all authorisations in place from all • How might the political landscape change,
relevant bodies to allow the raising of capital? and do you know key decision-makers at
• Have you considered all political risks? the right bodies? Do parties with political
influence (for example, the African
• Have you considered the long-term information Development Bank) have a vested interest
disclosure requirements following the issuing in your investment?
of shares or bonds?
• What are your options in the event that a
• Are your cash flows exposed to either dispute arises? Consider local courts versus
currency or commodities fluctuations? international arbitration. What about expert
If they are, are you able to service debt determination of certain key issues?
coupon or maturity payments?
• What are your obligations in the event that
• Have you considered how debt provisions a dispute arises? For example, disclosure of
may impact the way you run your business? sensitive information or appearance before
a local court.
‘Their Disputes and Tax teams • Consider risk of claims brought outside
of the contract and based on local law
(who we have used most for our (for example, tort or criminal claims).
Africa-related work) stand out Can those be avoided in any way?
from the competition: they have •W
hat happens if the host state’s actions
affect your investment but you do not have
developed a deep understanding a contract with the host state, or that contract
of the local regulatory and only provides for the submission of disputes
to local courts or tribunals? Can you rely on
contractual frameworks that protection under investment treaties or
we operate under and the local investment laws?
• How can a judgment be enforced against your
operational challenges we face.’ local counterpart or the local government?
Client quote Are the relevant countries party to the
New York Convention allowing enforcement
of arbitration awards?
8Our strength in Africa
We work actively
with you to not only identify
the risks, but figure out
ways to solve them
or reduce your exposure.
9Our strength in Africa
Responsible business
in Africa
10Our strength in Africa
We strive to contribute to growth and prosperity across Africa through
our pro bono and community investment programmes.
We support human rights, access to justice and environmental initiatives.
Recent examples include the following: International Lawyers for Africa
Freshfields Reforestation in We are proud to be one of the founding members
East Africa Programme of International Lawyers for Africa (ILFA), which
has been providing Africa’s most promising
Freshfields has been carbon-neutral since 2007,
up-and-coming lawyers with three months’
offsetting its emissions through various projects:
work experience in an international law firm
biomass projects in China, Turkish wind farms,
for the past 10 years. Through the programme,
and efficient cook stoves and LifeStraw water
we have hosted lawyers from Botswana,
purification in Kenya. In 2015, the firm made
Cameroon, Kenya, Namibia, Nigeria, Sudan,
a commitment to remaining carbon-neutral
Tunisia, Uganda, Zambia and Zimbabwe. Former
for the next 10 years and launched its offset
ILFA secondees have gone on to senior legal
project, Freshfields Reforestation in East Africa
positions in their home countries in Africa in
Programme (REAP). Freshfields REAP is a
major corporations, government departments
community reforestation project based in Kenya
and law firms.
and Uganda. The project empowers small groups
of subsistence farmers and aims to reverse the
Pro bono
effects of deforestation, drought and an insecure
supply of food. Farmers are invited to join Freshfields works on an increasing number
with neighbouring farmers to form small of high-profile pro bono mandates in Africa,
tree planting groups (clusters) and collectively for example:
plant trees on their land. Training is provided • we are providing advice to the American Bar
on conservation farming methods, nursery Association’s Center for Human Rights in
development, agroforestry techniques and support of its work for a human rights attorney
health education to support farmers in as well as a human rights activist who are being
attaining sustainable food sources, encourage prosecuted by the Government of Angola;
diversification of income and build capacity.
• we conducted an analysis of certain legislation
in Swaziland for consistency with international
human rights standards as part of advice
to the American Bar Association’s Center for
Human Rights; and
• we advise Redress in relation to the
enforcement of reparations ordered in favour
of victims of the regime of the former president
of Chad, Hissène Habré.
11Our strength in Africa
Our credentials
A track record that speaks for itself.
AB InBev on its acquisition Ajinomoto, Japan’s largest
of SABMiller, giving food company, on its landmark
M&A/global AB InBev a significant acquisition of a one-third
footprint in Africa. stake in Promasidor, the
financial investors
+$1.5bn pan-African food
group active in 36 countries
across Africa.
Bertelsmann, a leading global Airtel on a $1.45bn investment in Cargill on its agreement with
media, services and education Airtel Africa by six leading global Archer Daniels Midland (ADM)
company, on its initial disposal investors including Warburg to launch a 50-50 joint venture
considerations and the business Pincus, SoftBank, Temasek and regarding a soya bean processing
combination of significant parts Singtel. This deal was one of plant in Egypt.
of its customer relationship Africa’s largest cross-border
services management (CRM) M&A transactions in 2018.
business, with the pan-African
Saham Group.
Neptune Energy Group on its MTN Group on the exchange The Abraaj Group on various
acquisition of ENGIE E&P of its 51 per cent stake in INT deals including Tunisie Telecom,
International, with upstream Towers Limited, the Nigerian Java House, Indorama,
oil and gas assets in a wide telecom tower operator, Fan Milk and Saham Finances.
range of jurisdictions including for an additional stake in IHS,
North Africa. the largest independent
tower operator in EMEA
by tower count.
12Our strength in Africa
Tullow Oil on its potential NewAge (African Global Energy)
farm-out of an interest in the on its floating LNG projects
Tweneboa, Enyenra and Ntomme in Congo and Cameroon.
Projects (TEN) Development and
Production Area and Wawa
Discovery Area, offshore Ghana.
Egyptian Refining Company The sponsors, including Shell, The RT Global Resources-led
(ERC) on ongoing matters ChevronTexaco, NNPC, VRA, consortium, in relation to the
related to the development SoToGaz and SoBeGaz, on the design, construction and
and financing of its West African Gas Pipeline operation of a greenfield crude
hydrocracker refinery project project, a complex pipeline oil refinery in Uganda.
in Mostorod, Cairo. transaction in Nigeria, Benin,
Togo and Ghana.
Sonker Bunkering Company Standard Bank of South Africa A bidding consortium on the
on the development and and Nedbank Capital as lenders Nairobi-Nakuru-Mau Summit
financing of its proposed on the project financing of Toll Road PPP Project in Kenya.
Bulk Liquids Terminal and the Walvis Bay LNG-to-Power
FSRU terminal project at Project in Namibia.
Sonker Port, Egypt.
13Our strength in Africa
Successfully represented A consortium of Korean
East Mediterranean Gas and companies, including Posco
its foreign shareholders against Daewoo, in ICC arbitral
Dispute resolution the Arab Republic of Egypt and proceedings in connection
its state-owned entities in four with the construction and
parallel arbitration proceedings operation of a power plant
arising from a high-profile dispute in Madagascar.
concerning the Peace Pipeline
between Egypt and Israel.
Diversified telecoms
group
Republic of Kenya in ICSID Total and Repsol in ICC arbitral A diversified telecoms group
proceedings brought by WalAm proceedings against the Algerian in multiple proceedings
after the withdrawal of a national oil company, Sonatrach, (including a Lagos venue
licence to develop geothermal in relation to the imposition UNCITRAL arbitration)
energy issued under Kenya’s of an exceptional tax targeting regarding its interest in
Geothermal Resources Act. foreign investors. the Nigerian operations
of a leading global
telecoms company.
An international
oil company
An ExxonMobil subsidiary Defending a major international Tullow in an ICSID contractual
and Shell subsidiaries in a oil company in LCIA arbitration arbitration arising from its
successful $2bn claim against (London seat, English law) against high-profile dispute with the
NNPC relating to the allocation claims totalling nearly €90m, Ugandan Government on capital
of oil and the application relating to the termination gains tax payable in respect of
of a contractual stabilisation of a contract to provide a Tullow’s farm-down of certain
provision in a PSC. semisubmersible drilling rig PSA interests to CNOOC and Total
off the coast of Libya. in 2012, which was successfully
settled in 2015.
14Our strength in Africa
Integrated Diagnostics Holdings MTN Group, a mobile telephone
and the selling shareholders network operator headquartered
(The Abraaj Group and Dr Hend in South Africa with operations
Securities El Sherbini, CEO of the across Africa and the Middle East,
company) on its IPO and listing on its $1m notes issue.
on the London Stock Exchange.
Vivo Energy on its IPO on Standard Bank of South Africa Dis-Chem Pharmacies,
the London Stock Exchange (acting through its corporate a leading pharmacy
and a secondary inward listing and investment banking group in South Africa,
on the Main Board of the division) as arranger and the on its IPO and listing
Johannesburg Stock Exchange. other dealers on the update on the Johannesburg
of its EMTN programme. Stock Exchange.
PPC, a South Africa-based Liquid Telecommunications Barclays, JP Morgan Securities
cement company with on its $600m bond issue and on and Standard Bank as
operations in South Africa its $180m tap offering. Liquid underwriters on the $750m
and a number of other Telecom is one of the largest sovereign bond tap issue by
countries in Africa, on its multi-country, open access the Republic of Kenya.
ZAR 4bn rights issue. fibre network and data centre
operators in Africa.
15Our strength in Africa
Our Africa team
Co-heads
Shawn der Kinderen Gabriel Mpubani
Co-head of the Africa Group Co-head of the Africa Group
T +31 20 485 7624 T +44 20 7716 4101
E shawn.derkinderen@freshfields.com E gabriel.mpubani@freshfields.com
M&A/global financial investors
Omar Pringle Giles Pratt Andrew Murphy
Corporate Data and intellectual property People and reward
T +1 212 277 4056 T +44 20 7716 4339 T +44 20 7785 2708
E omar.pringle@freshfields.com E giles.pratt@freshfields.com E andrew.murphy@freshfields.com
Stephen Revell Haris Meyer Hanif Helen Buchanan
Corporate Finance Tax
T +852 2846 3483 T +971 4 509 9149 T +44 20 7716 4884
E stephen.revell@freshfields.com E haris.meyer-hanif@freshfields.com E helen.buchanan@freshfields.com
Pervez Akhtar Michael Hilton Eelco van der Stok
Corporate/global financial investors Mining Tax
T +971 4 509 9191 T +971 2 652 1702 T +31 20 485 7635
E pervez.akhtar@freshfields.com E michael.hilton@freshfields.com E eelco.vanderstok@freshfields.com
Rob Cant Sam Newhouse Natasha Good
Corporate/global financial investors Oil and gas Telecoms, media and technology
T +971 4 509 9195 T +44 20 7785 5773 T +44 20 7832 7659
E rob.cant@freshfields.com E samuel.newhouse@freshfields.com E natasha.good@freshfields.com
Bruce Embley Graham Watson
Corporate/global financial investors Oil and gas
T +44 20 7832 7426 T +44 20 7832 7263
E bruce.embley@freshfields.com Eg raham.watson@freshfields.com
Projects
Alex Carver Thomas Ng
Projects and infrastructure Projects and infrastructure
T +44 20 7832 7045 T +852 2913 2617
E alex.carver@freshfields.com E thomas.ng@freshfields.com
16Our strength in Africa
Projects
Pascal Cuche Tim Pick
Projects and infrastructure Projects and infrastructure
T +33 1 44 56 44 87 T +44 20 7832 7115
E pascal.cuche@freshfields.com E t im.pick@freshfields.com
Dispute resolution
Rafique Bachour Sylvia Noury Erin Miller Rankin
Antitrust and regulatory Arbitration Dispute resolution
T +32 2 504 7243 T +44 20 7785 5467 T +971 4 509 9139
E rafique.bachour@freshfields.com E sylvia.noury@freshfields.com E erin.millerrankin@freshfields.com
Thomas Janssens Kim Rosenberg Noah Rubins
Antitrust and regulatory Construction disputes Dispute resolution
T +32 2 504 7546 T +971 4 509 9190 T +33 1 44 56 29 12
E thomas.janssens@freshfields.com Ek im.rosenberg@freshfields.com E noah.rubins@freshfields.com
Ben Juratowitch Matthew Bruce William Thomas
Arbitration Dispute resolution Dispute resolution
T +33 1 44 56 33 43 T +44 20 7785 2758 T +44 20 7832 7073
E ben.juratowitch@freshfields.com E matthew.bruce@freshfields.com E william.thomas@freshfields.com
Amani Khalifa James Kennedy Geoff Nicholas
Arbitration Dispute resolution Disputes and investigations
T +971 4 509 9171 T +44 20 7832 7475 T +44 20 7832 7773
E amani.khalifa@freshfields.com E james.kennedy@freshfields.com E geoff.nicholas@freshfields.com
Securities
Peter Allen Duncan Kellaway
Finance Securities
T +44 20 7832 7110 T +44 20 7832 7022
E peter.allen@freshfields.com Ed uncan.kellaway@freshfields.com
Andrew Hagan David Ludwick
Securities Securities
T +44 20 7832 7434 T +44 20 7832 7126
E andrew.hagan@freshfields.com E david.ludwick@freshfields.com
17freshfields.com
This material is provided by the international law firm Freshfields Bruckhaus Deringer LLP (a limited liability partnership organised under the law of England and Wales) (the UK LLP)
and the offices and associated entities of the UK LLP practising under the Freshfields Bruckhaus Deringer name in a number of jurisdictions, and Freshfields Bruckhaus Deringer US LLP,
together referred to in the material as ‘Freshfields’. For regulatory information please refer to www.freshfields.com/support/legalnotice.
The UK LLP has offices or associated entities in Austria, Bahrain, Belgium, China, England, France, Germany, Hong Kong, Italy, Japan, the Netherlands, Russia, Singapore, Spain,
the United Arab Emirates and Vietnam. Freshfields Bruckhaus Deringer US LLP has offices in New York City and Washington DC.
This material is for general information only and is not intended to provide legal advice.
© Freshfields Bruckhaus Deringer LLP, June 2019, 07877You can also read
