M&A and Equity Capital Markets Experience

Charles has advised:

• IFC in relation to:
  • its investment in a TZS 200 billion Medium-Term Note issued by NMB Bank Plc; and
  • its proposed share swap with Access Microfinance Holding AG in respect to its shareholding/interest in AccessBank Tanzania Limited;
• Axian Telecom in relation to:
  • a USD 420 million unsecured 144A/Reg S international high yield bond issuance; and
  • its acquisition of Millicom’s merged entity MIC Tanzania plc;
• Meridiam SAS Paris in connection with its proposed acquisition of Rift Valley Energy Group [ongoing];
• Innogy Limited in connection with its proposed Initial Public Offering (IPO) and listing on the Australian Securities Exchange (ASX) [ongoing];
• Evolution Energy Minerals Limited in connection with its proposed initial public offering of ordinary shares and listing on the Australian Securities Exchange (ASX);
• SBA Communications Corporation and Paradigm Infrastructure Limited on the acquisition of approximately 1400 towers from Airtel in Tanzania for approximately USD 175 million;
• Onomo Hotels, an international hospitality group, on its acquisition of Express Hotel Limited, owner and operator of the Ramada Hotel in Dar es Salaam, Tanzania;
• a major international insurance company in relation to an acquisition of a regional insurance company with operations in Tanzania, Kenya and Uganda;

Finance Experience

• Stanbic in relation to a:
  • TZS 70 billion medium term loan facility to Airtel Tanzania PLC;
  • USD 7 million term loan facility to E.A.L.S Limited;
  • USD 17 million refinancing in favour of Capital Properties Limited;
  • USD 6millionterm loan facility to Stronspur Limited;
  • USD 20 million medium – term loan facility to Mufindi Paper Mills Limited [ongoing];
• Stanbic Bank Tanzania Ltd, NMB Bank Plc, National Bank of Commerce Limited and Standard Chartered Bank Tanzania Limited in connection with a TZS 215 billion syndicated term loan facility to Kilombero Sugar Company Limited [ongoing];
• Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (FMO) and Société De Promotion Et De Participation (Proparco) in relation to a USD 125,000,000 syndicated senior term loan facility to NMB Bank Public Limited Company;
• Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (FMO) in relation to a second loss portfolio guarantee to NMB Bank Plc [ongoing];
• Mauritius Commercial Bank in relation to a revolving credit facility in favour of Mohammed Enterprises (Tanzania) Limited [ongoing];
• Fairfax Financial Holdings Limited on a legal complex, multi-jurisdictional funding in relation to a USD 25 million Term Loan Facility to African Banking Corporation Tanzania Limited [ongoing];
• SFC Finance Limited T/A Africinvest Private Credit in relation to a USD 4, million secured committed term loan to Dough Works Limited;
• Absa Bank Tanzania Limited in relation to an individual guarantee agreement with African Guarantee Fund – For Small and Medium-Sized Enterprises Ltd;
• Société Générale S.A on security package relating a loan facility to IXM SA;
• Trafigura Pte Ltd in relation to a USD   million term loan in favour of African Inland Logistics Limited;
• ZPC (the state electricity generating company of Zimbabwe) in connection with the high profile 670MW Hwange Thermal Power Expansion PPP Project and associated transmission system upgrade in Zimbabwe. The project size is in excess of USD 2 billion and involved sovereign loans from China Eximbank to the Government of Zimbabwe and a joint venture with Sinohydro;
• Absa Bank Limited on handling of the USD 685,798,583 promissory notes issued by The Republic of Ghana to Euroget de Invest S.A. in relation to the construction of military and civilian hospitals in Ghana; *
• The Development Bank of Southern Africa Limited in relation to a USD 100 million development finance to Zesco Limited in connection with the Kafue Gorge Lower Hydro Power Plant in Zambia;*
• IFC in relation to a:
  • restructuring of USD 21.8 million term loan facility made available to CRJE Estate Limited for the purpose of financing the building, operations and transfer of a 5-star Hotel and commercial complex in the central business district of Dar-es-Salaam, Tanzania;
  • USD 90 million working capital solutions term loan in favour of NMB Bank PLC; and
  • USD 100 million Global SME facility in favour of CRDB Bank PLC and a parent company guarantee agreement by CRDB Bank PLC to guarantee the obligations of CRDB Bank Burundi S.A as borrower in respect of a USD 5 million senior loan facility issued by IFC;
• Standard Chartered Bank acting through its Dubai International Financial Centre branch (regulated by The Dubai Financial Services Authority) as lender in relation to a USD 20 million in favour of A One Products and Bottlers Limited and Mohammed Enterprises (Tanzania) Limited;
• Onomo Hotels, an international hospitality group, in relation to a USD 10 million term loan from EXIM Bank Tanzania Limited for the acquisition of Express Hotel Limited, owner and operator of the Ramada Hotel in Dar es Salaam, Tanzania;
• FirstRand Bank Limited (acting through its Rand Merchant Bank division) in respect of a capital restructure and refinancing in favour of the AfriSam Group;
• Mizrahi Tefahot Bank, Israel and BNOP Agriculture Services Limited in respect of handling of EUR 2.7 million Promissory Notes issued by Lake Oil Limited;
• EDFI Management Company SA on a USD 1.5 million unsecured term loan facility in favour of Simusolar Limited.

Regulatory Experience

• Stanbic Bank Tanzania Limited on:
  • derivatives and repurchase transactions in Tanzania; and
  • the changes to companies act with regards to retirement age of directors;
• Power Africa Off-grid Project on the relevant legal framework for the Pay-as-You-Go (PAYGO) sector in Tanzania;
• Google on various regulatory issues;
• Uber B.V on a range of regulatory issues;
• MasterCard in relation to its operations in Tanzania, particularly with respect to the regulation of payment systems (financial institutions and non-financial institutions) and mobile money;
• Pavilion Strategic Holdings I Pte. Ltd on the corporate integrity pledge filing requirements;
• Boart Longyear on its set-up in Tanzania and contracts for import of drilling equipment into Tanzania;
• AMEL Holding Limited on licensing and regulatory framework for asset finance business in Tanzania;
• Shell Exploration and Production Tanzania limited on various legal aspects of the USD 30 billion LNG Project and the decommissioning of oil & gas platforms including land acquisition, resettlement and livelihoods restoration, environmental impacts, project local content requirements and negotiating terms for the host government agreement. *
• one of the leading mobile network operators in Tanzania in relation to corporate, licensing, competition and disputes matters;

Mining Experience

• EcoGraf Limited with respect to negotiating a framework agreement and pertinent arrangements with the Government in respect to its Epanko Graphite Project and Mining Licence held by its Tanzanian subsidiary, TanzGraphite (TZ) Limited;
• Peak Resources Limited with respect to negotiating a framework agreement and pertinent arrangements with the Government in respect to its Ngualla Rare Earth Project in the Songwe Region in the Southern Highlands Zone of Tanzania;
• AUMS (T) Limited on its mining local content structuring;
• CL V Investment Solutions LLC on Ngwena Tanzania Limited’s project ownership and voting with respect to the Chilalo Graphite Project;
• KfW IPEX Bank on the provision of funding to Kibaran Resources Limited for the development of the Epanko Graphite Project in Tanzania;
• Strandline Resources Limited on the financing and development of the Fungoni mineral sands project in Tanzania;

Energy Experience

• IFC on the entire spectrum of Zanzibar laws that would affect an independent power project (IPP) to generate solar power on-grid electricity, with storage, in Zanzibar, to identify constraints for private-public partnerships (PPPs) and other private sector participation in IPPs; and
• EQUINOR, a worldwide power group, on a solar project tender with TANESCO (the Tanzanian utility) in Tanzania.
• an international energy company in respect of the development of thermal IPP in Tanzania; *

Agribusiness Experience

• SilverStreet Private Equity Strategies SICAR’s on exiting its investments in Silverlands Ndolela Limited and Silverlands Tanzania Limited that undertake livestock farming, production and sale of animal feeds and general commercial farming; and
• Agri-Vie, the food and agribusiness investment fund, on various investments by the fund in Kenya, Tanzania and Uganda, including its investments in Tanzania Food Corporation, the ultimate owner of a cattle and arable farming venture operating as Mtanga Farms Ltd situated in Iringa, Tanzania; and the poultry and feeds business of Biyinzika Enterprises, Uganda.

Carbon Credit, ESG & Social Impact Matters

• Pacific Sequoia Holdings, LLC in regard to a Verified Emission Reductions Purchase Agreement entered into with Udzungwa Corridor Limited relating to a reforestation of 7,500 hectares with communities in the Udzungwa Mountain; and
• Eni S.p.A, in regard to REDD+ readiness and institutional framework in Tanzania.

ESOPs and/or LTIP Matters

• Minara Tanzania Limited on implementation of a restricted stock units incentive scheme in Tanzania; and
• TotalEnergies on the legal and tax treatment of their employee stock purchase plan in Tanzania.

* experience gained prior to joining Bowmans