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Fasken Martineauin AfricaLocal insights … global know-how

Fasken Martineauin AfricaFasken Martineau, with nine offices across Europe, Africaand Canada, is a leading international firm which has a welldeveloped African practice spanning all areas of public andprivate law and investment projects on the continent. Fromour offices in Johannesburg and regional representation in theDemocratic Republic of Congo (DRC), we offer clients a strongpresence in Africa. With offices in the world’s key financecentres for resource projects, our team is well acquainted withthe JSE, TSX, LSE and AIM rules that factor into many projectsin Africa.Fasken Martineau has increased its presence in Africa bymerging with the leading South African based firm Bell Dewar.Our combined team of lawyers offers unrivaled expertisein industries that are important in developing economies,including mining, energy, infrastructure and projects, lifesciences, construction and engineering transactions, litigationand international arbitration. The merger has created one ofthe largest firms in Africa giving Fasken Martineau the largestinternational presence of any Canadian based law firm.Awards & RecognitionsOur international excellence and broad industry expertiseconsistently garner accolades and top rankings worldwide from:• Chambers UK and Chambers’ Global Guide to the World’sLeading Lawyers• International Financial Law Review’s Guide to the World’sLeading Financial Law Firms• The Legal 500• Canadian Legal Lexpert Directory• Best Lawyers in CanadaThe International Who’s Who of Business Lawyers named FaskenMartineau global “Mining Law Firm of the Year” for six of thepast seven years.Thomson Reuters ranked Fasken Martineau in the top 10 byvalue of Emerging Market M&A deals in South Africa.Mergermarket ranked Fasken Martineau in the top 10 legaladvisers for number of completed M&A deals in Africa & theMiddle East.As Africa continues to produce a substantial portion of theworld’s resources, the pace of development is quickening.Fasken Martineau’s newly merged team of lawyers brings morethan a century of on-the-ground experience in Africa, makingus ideally suited to represent and advise clients with Africantransactions and ongoing legal matters in both common lawand civil law jurisdictions in all aspects of their commercial,investment and financing projects.Based on our understanding of African cultures, legal systems,regulatory and economic environments, and local markets, wehave advised both governments and private parties in majorenergy, mining, infrastructure, privatization and regulatoryreforms, telecommunications, and financing projects. FaskenMartineau understands Africa’s corporate laws and bringsexpertise dealing with OHADA, ECOWAS, COMESA, CEMAC,UEMOA and other bodies of regional laws governing businessin Africa.

Serving AfricaThere is a strong business focus on several of Africa’s keyindustries, namely mining, energy, infrastructure and publicprivatepartnerships, and telecommunications. Fasken Martineauhas extensive experience in all of these sectors and regularlyadvises on such transactions in Africa. Several Fasken Martineaulawyers have been involved in the drafting of various mining andpetroleum codes.MiningClients benefit from the commercial, proactive and efficientapproach we use to help manage the completion of miningtransactions in Africa. We are the only law firm with offices inthe world’s key mining finance centres—Johannesburg, London,Toronto and Vancouver. Our team is well acquainted with JSE,TSX, LSE and AIM rules, and with the mining regimes of virtuallyall African countries with significant mineral wealth.With more than 150 years of experience in the mining industry,our team is skilled in the technical aspects of mining transactions,including:• Acquisitions and dispositions• Exploration and other mining agreements, including option,farm-in, joint venture and royalty agreements• Development agreements, including investment andstabilization agreements• EPC, EPCM and other FIDIC and construction agreements• Environmental and mine permitting• Co-funding and shareholder agreements• Project and other debt finance• Initial public offerings (IPOs), reverse takeovers (RTOs) andequity finance.EnergyAs demand for energy rises, Africa’s energy markets aredeveloping rapidly thanks to its rich oil and gas reserves and agrowing interest in green energy.Power generation and transmission in Africa face two challenges:• Increasing energy generation capacity• Expanding and interconnecting Africa’s transmissionnetworks.High voltage direct current (HVDC) transmission lines are nowconnecting the continent’s power generation sources and loadcenters across long distances. The resulting major regionalpowerpools are expanding trade activities within Africa.Continued development of hydro-electric sites and oil and gasprojects are also helping to meet the growing energy demandin Africa and abroad.Our lawyers have advised companies and governments on majorenergy projects throughout Africa, including:• Conducting legal due diligence for acquisition and sale ofenergy projects and assets• Drafting interconnection, power sale, joint venture and otherpower agreements• Drafting and negotiating concessions, production sharingcontracts, service agreements, joint operating agreements andother forms of agreement related to the oil and gas business• Acting on upstream oil and gas, refinery and petrochemical,pipelines, and shipping projects• Advising on energy trading for both electricity, and oil and gas• Modernizing regulatory frameworks• Advising on siting, permitting and environmental matters,including carbon credits (e.g. structuring of projects,negotiation of GHG emission reductions purchase agreements)• Intervening before energy agencies and tribunals• Providing legislative, regulatory and contractual strategicadvice in files funded by multilateral development banks.

InfrastructureDevelopment across Africa is tied to development ofinfrastructure. Our multidisciplinary team advises oninfrastructure work ranging from routine construction/engineering and material/equipment supply contracts to majorinfrastructure developments and public-private partnerships.Thanks to our long history in Africa, we understand the diversityand complexity of the local culture. This is particularly valuablein negotiations involving Africa governments and parastatalorganizations. Clients also appreciate our ability to settledocumentation under both common and civil law.Public-Private Partnerships (P3)As development continues across Africa, public-privatepartnerships (P3) are becoming an increasingly popular toolfor sharing risks between governments and the private sector.Thanks to our experience with P3s in multiple jurisdictions,we understand the risks involved for all parties. Our team cananticipate and solve problems and complete P3 transactionsquickly and cost effectively. We work in close collaboration withother advisors, including civil servants, consultants, financialadvisors and technical experts. Our team has advised parties onall sides of transactions, including governments, public sectorentities, investors, developers, lenders and guarantors.TelecommunicationsTelecommunications is a fast-growing industry in Africa. Ourfirm has earned an international reputation representingwireline and wireless telecommunications companies, internetservice providers, resellers, broadcasters and cable companies,developers and operators of telecommunications facilitiesand users of satellite technology. Our lawyers represented themajor cellular operators Telecel and Celtel and drafted thetelecommunications laws for Madagascar, Chad and Togo.We also act for investors, including financial institutions,governments and other public institutions withtelecommunications interests. We can advise on cross-bordercommunications issues and inter-carrier agreements to help growyour communications business.Sustainable DevelopmentAfrica is faced with numerous climate change issues and theneed to further promote sustainable development. Our teamis regularly involved in the structuring of such projects relatingto various sectors (e.g. renewable energy, waste management,deforestation projects), either governed or not by the KyotoProtocol. We assist our clients during each of the phases requiredfor the structuring and performance of such projects (e.g. choiceand incorporation of legal entities, cooperation agreements,regulatory requirements and authorizations, registration,financing, purchase and sale agreements of carbon credits).

Corporate/Commercial Legal ExpertiseOur team understands Africa’s corporate laws and bringsexpertise of dealing with UEMOA, OHADA, COMESA, CEMAC,CEDEAO, and other bodies of regional laws governing businessin Africa.Capital MarketsClients rely on our advice for capital markets and securitiesmatters affecting investments and listings throughout Africa.We represent companies listed on the JSE, TSX, NYSE, LSE, AIMand the ASX. We offer expertise in initial public offerings (IPOs)and secondary financings, public markets combinations, andtakeover bids and reverse takeovers.We also represent financial institutions including banks,trust companies, domestic and foreign insurance companies,investment dealers, mutual funds and investment companies,and limited partnerships.We rank among the top law firms for financing and listingson the world’s leading sources for raising capital for miningcompanies: the AIM/LSE and the TSX.Private EquityAfrica also offers opportunities for private equity investment.Our team offers expertise on a broad range of private equitytransactions at all stages of the investment cycle—fromformation and investment to management and exit. We providecounsel in the initial formation, structuring and capitalizationof new funds. Clients rely on the strategic advice offeredby our multidisciplinary team of tax, securities, investmentmanagement and regulatory experts.Project Development and FinanceDeveloping and financing projects in Africa is a complex taskinvolving multiple stakeholders. Clients come to us to structure,negotiate and document the full array of project and financingagreements to suit their individual needs. We work with privateand public lenders, project sponsors and suppliers, and otherparticipants with interests in projects in Africa.M&AMergers and acquisitions present opportunities for Africanbusinesses to access global resources and for internationalcompanies to enter the African market with an establishedpresence. Our team acts as a joint strategist in the deal. We offerthe experience, creativity and drive needed to push forwardwith complex transactions involving aggressive timetables andmultiple securities law regimes. We work closely with investmentbanks, senior management and other advisors involved withM&A transactions in Africa.

International Dispute Resolution & ArbitrationCommercial disputes are more challenging to settle whendealing with foreign jurisdictions. Clients routinely retain ourteam to represent their interests in international disputes. Ourexperience ranges from international commercial arbitrationsand investment disputes to international trade disputes. We alsooffer extensive experience acting as arbitrators and mediators ina broad range of international disputes. Of particular note, weoffer expertise with the OHADA arbitration tribunal systems.Legislative & RegulatoryAs African governments develop and refine their legislationand regulations, many look for legal counsel with expertise inother jurisdictions and in key industry sectors. Our team hasadvised governments in Africa and around the globe on newmining codes and other significant pieces of legislation. We alsoadvise clients on key regulatory issues affecting their transactionstructures as well as their ongoing regulatory requirements.As Africa continues to produce a substantial portion of the world’s resources, the pace of development is quickening. Businesses andgovernments on the continent and around the world are anxious to take part. Fasken Martineau is well positioned to help you play aleading role. With our office in Johannesburg and our long history of living and working throughout Africa, our lawyers understandhow to transform your vision into reality in Africa.

ContactsAbayomi Akinjide+44 20 7917 8563aakinjide@fasken.comLara Bezuidenhoudt+ 27 11 586 6038lbezuidenhoudt@fasken.comRakhee Bhoora+ 27 11 586 6076rbhoora@fasken.comJan Bouwman+27 11 586 6012jbouwman@fasken.comDimitri Cavvadas+27 11 586 6049cavvadas@fasken.comTanneke Heersche+27 11 586 6050theersche@fasken.comAshen Jugoo+27 11 586 6098ajugoo@fasken.comAndrew Mitchell+27 11 586 6018amitchell@fasken.comLucas Moalusi+ 27 11 586 6056lmoalusi@fasken.comFrancis Nwokedi+44 20 7917 8515fnwokedi@fasken.comPhologo Pheko+27 11 586 6043ppheko@fasken.comNic Roodt+27 11 586 6020nroodt@fasken.comElizabeth Uwaifo+44 20 7917 8602euwaifo@fasken.comMike Van Vuren+27 11 586 6040mvanvuren@fasken.comBlaize Vance+27 11 586 6067bvance@fasken.comVANCOUVER CALGARY TORONTO OTTAWA MONTRÉAL QUÉBEC CITY LONDON PARIS JOHANNESBURG

Our LocationsVancouver2900-550 Burrard StreetVancouver, British ColumbiaCanada V6C 0A3Tel: +1 604 631 3131Fax: +1 604 631 3232vancouver@fasken.comOttawa55 Metcalfe Street, Suite 1300Ottawa, OntarioCanada K1P 6L5Tel: +1 613 236 3882Fax: +1 613 230 6423ottawa@fasken.comLondon17 Hanover SquareLondon, United KingdomW1S 1HUTel: +44 20 7917 8500Fax: +44 20 7917 8555london@fasken.comCalgary3400 First Canadian Centre350-7th Avenue SWCalgary, AlbertaCanada T2P 3N9Tel: +1 403 261 5350Fax: +1 403 261 5351calgary@fasken.comToronto333 Bay Street, Suite 2400Bay Adelaide Centre, Box 20Toronto, OntarioCanada M5H 2T6Tel: +1 416 366 8381Fax: +1 416 364 7813toronto@fasken.comMontréalStock Exchange TowerP.O. Box 242, Suite 3700800 Victoria SquareMontréal, QuébecCanada H4Z 1E9Tel: +1 514 397 7400Fax: +1 514 397 7600montreal@fasken.comQuébec City140, Grande Allée Est, Suite 800Québec City, QuébecCanada G1R 5M8Tel: +1 418 640 2000Fax: +1 418 647 2455quebec@fasken.comParis32 avenue de l’OpéraParis, France 75002Tel: +33 1 44 94 96 98Fax: +33 1 44 94 96 99paris@fasken.comJohannesburgInanda Greens, Building 254 Wierda Road WestSandtonJohannesburg 2196South AfricaTel: +27 11 586 6000Fax: +27 11 586 6104/5johannesburg@fasken.comVANCOUVER CALGARY TORONTO OTTAWA MONTRÉAL QUÉBEC CITY LONDON PARIS JOHANNESBURG