Freshfields in Africa
We have advised on complex projects and disputes in all of Africa’s 54 countries. Combining detailed knowledge of the continent’s laws and regulations with a deep understanding of its myriad cultures, we are an obvious choice for complex African matters.
Our clients, which include governments, state-owned enterprises, investment firms, multinational corporations and financial institutions, know there is no ‘one-size-fits-all’ approach to working across the continent. And so they rely on us to find bespoke and innovative solutions to their most critical needs in Africa.
They are client-oriented; they go beyond legal advice and have great commercial understanding of transactions.
Chambers Africa 2019
Our Africa-focused lawyers have experience of a wide variety of industries, such as mining, oil and gas, infrastructure, telecoms, technology, consumer products and healthcare. We also have strong ties with Africa’s top law firms and many of the institutions and stakeholders that are critical to delivering outstanding legal and practical advice for any matter.
Client successes in Africa
Channel VAS is a financial technology company operating across Africa, Asia, the Middle East and Europe. Algeria, Ghana, Mozambique, Benin, Uganda, Nigeria and South Africa were some of the countries involved.
This is one of 2019's largest London IPOs and Airtel Africa is the first company to have a premium listing in London and a listing on the Nigerian stock exchange.
The IPO comprised a global offer to institutional investors outside of Nigeria and a separate offer to institutional investors and high-net-worth individuals in Nigeria, raising approximately $750m of primary proceeds.
We advised Vivo Energy on:
- the secondary offering of ordinary shares to certain institutional investors;
- the admission of the company’s entire ordinary share capital to the premium listing segment of, and to trading on, the main market of the London stock exchange; and
- a secondary inward listing on the main board of the Johannesburg stock exchange.
The deal included stakes in Swift Freight companies in 12 African countries including Mozambique, Zambia, Democratic Republic of Congo, Tanzania, Rwanda, Burundi, Uganda, Kenya, Ethiopia, Nigeria, Ghana and Togo.
The dispute concerns Econet's multibillion dollar interest in the Nigerian operations of a leading global telecoms company.
The proceedings comprising investment treaty disputes under the ICSID and UNCITRAL rules and contractual disputes under the ICC and CRCICA rules.
The disputes arose from a Egyptian-government-backed project to construct a pipeline under the Mediterranean sea to export gas to Israel. The project was an extension of the two countries' commitment to energy interdependence in their 1979 peace treaty. Egypt put an end to that project by repudiating its gas supply commitments following the 2011 'Arab Spring' uprisings.
In December 2015, the ICC tribunal ordered the Egyptian state entities to pay out over $2bn in favour of the claimants; in February 2017, the ICSID tribunal found Egypt liable for multiple violations of the US-Egypt bilateral investment treaty; in December 2017, the UNCITRAL tribunal found Egypt liable for multiple violations of the Poland-Egypt bilateral investment treaty; and in January 2018 the CRCICA tribunal awarded our clients damages of approximately $1.3bn.
Damages awards in the two treaty arbitrations are pending.
Regional Africa experience
We have advised:
- Total on its acquisition of 100 per cent of the equity of the Danish exploration and production company Maersk Oil & Gas, a wholly owned subsidiary of A.P. Møller – Maersk. This was a complex, multijurisdictional portfolio deal, involving Algeria (as well as Angola and Kenya);
- the sponsor and project company (a sub-concessionaire of DP World) on the development and financing of the proposed Sonker bulk liquids terminal and floating storage regasification unit project at Sokhna port, Egypt. The purpose of the project is to facilitate imports of petroleum products into Egypt from the Red Sea;
- Cargill on its agreement with Archer Daniels Midland to launch a 50-50 joint venture which will be the majority stakeholder of, and operate, a soyabean processing plant in Egypt of which Cargill is currently the majority shareholder; and
- the Abraaj Group and the IFC on the sale of a combined 30 per cent stake in Saham Finances, the largest insurance company in Africa outside South Africa, to Sanlam.
We have advised:
- Hess Corporation on its sale to Aker Energy, a 50-50 joint venture between Aker and TRG, of its interests in Ghana consisting of a 50 per cent participating interest in the Deepwater Tano Cape Three Points block.
- an ExxonMobil subsidiary and Shell subsidiaries in a successful $2bn claim against the Nigerian National Petroleum Corporation relating to the allocation of oil and the application of a contractual stabilisation provision in a productiion sharing contract;
- Abraaj on the acquisition of west African frozen dairy food giant Fan Milk International, the biggest African fast-moving consumer goods private equity investment in history. Fan Milk sells its products in Ghana, Nigeria, Togo, Burkina Faso, Benin and Ivory Coast. The deal saw us overcome regulatory obstacles in multiple jurisdictions, which inevitably arise when a complex, wide-ranging business is involved. We conducted a high-level analysis to pinpoint any potential competition issues, which then guided local counsel in their discussions with regulators. Freshfields’ global network put lawyers on the ground wherever they were needed and sealed off risks with the warranties and indemnities, and remedial action.
We have advised:
- Abraaj on its acquisition of east Africa’s most prominent upmarket coffee and casual-dining chain, Java House, from private equity firm Emerging Capital Partners and Java House’s executive chairman. Java House currently has 60 stores in 10 cities in Kenya, Uganda and Rwanda;
- Tullow in an ICSID contractual arbitration arising from its high-profile dispute with the Ugandan government relating to capital gains tax payable in respect of Tullow’s farm-down of certain PSA interests to CNOOC and Total in 2012. The dispute was successfully settled in 2015; and
- a bidding consortium on the Nairobi-Nakuru-Mau Summit toll road, a PPP project in Kenya.
We have advised:
- Barloworld on its 50:50 South African materials handling and agriculture joint venture with BayWa;
- Royal Boskalis Westminster on the sale of its majority stake in SMIT Amandla Marine, a South African maritime solutions provider;
- Permira on its acquisition of Teraco, Africa’s largest independent provider of data centres;
- Standard Bank of South Africa (acting through its corporate and investment banking division) as arranger and the other dealers on the update of its EMTN programme; and
- international counsel to the bookrunners on the Johannesburg IPO of Alexander Forbes Group.