In the first in a series examining specific practice areas, we take a look three transactions taking place within the Africa group at Slaughter and May.
Slaughter and May has 30 associates in the Africa Practice Group and a core team of eight Africa partners (including partners focusing on its South Africa practice).
How is the Africa practice group structured? Does it cut across other groups like corporate and litigation?
Damian Taylor, partner: The Africa Practice Group is comprised of lawyers working across all our practice groups including corporate, finance, project finance, competition and dispute resolution. We service clients through our offices in London, Brussels, Hong Kong and Beijing and by partnering with the leading local independent law firms on the continent.
You’re responsible for developing the firm’s practice in Africa: how do you go about doing that? What do you find is the best approach when it comes to winning work on the continent and does it differ from winning work anywhere else?
Taylor: A recent independent consulting report looking at relationships between International law firms and African law firms concluded that we were one of the top International law firms that African law firms most like to work with. We were termed a “hugger” and not a “hogger”.
We think that this accurately sums up our approach to our Africa Practice which is consistent with our approach throughout the world – working with the leading independent local law firms to deliver the best possible results for our clients. In Africa we have a number of initiatives designed to support our relationship firms and to deepen our knowledge of working on the continent. This includes our EXPLORE programme, which hosts over 20 African lawyers in our offices each year, longer term two way secondments – we have sent our lawyers on secondment to Ghana, Kenya and South Africa, for instance, and our e-Support helpline.
Deal A: The Government of Malawi
Slaughters is advising the Malawi Government (through its Public-Private Partnership Commission) in connection with the development of PPP law and policy in Malawi, part of a project involving the African Legal Support Facility.
What’s the aim of the firm’s work with the government of Malawi? Tell us a bit about PPP and what the issue was with Malawi’s existing framework?
Nigel Boardman, partner: The significant infrastructure deficit on the continent means that
Governments do not always have funds available for much needed infrastructure projects. A well designed PPP framework enables Governments to harness private money to address public needs in a partnership. Malawi has recently created legislation and a PPP framework.
Tell us about one key point or major issue that you’ve been working on relating to this matter. What is it, and what are you personally responsible tasked with doing on it?
Boardman: We have been assisting the Government with designing projects to comply with the PPP framework and to ensure that they can optimise private investment. Among a range of PPPs, we have been assisting the PPP Commission with a project for student accommodation.
Is acting for a government very different from acting for a corporate client? One imagines there must be all sorts of political and legal complexities that you don’t encounter with other clients.
Boardman: Acting for a Government is very different to acting for a corporate. The main difference is that profit is not usually the priority for a Government and other issues such as creating employment or social benefit will be at the forefront of the client’s mind.
Deal B: Mediclinic
The firm advised Johannesburg Stock Exchange (JSE) listed Mediclinic International Limited on its recommended combination with UK premium-listed Al Noor Hospitals Group to create a leading international private healthcare group.
Why is this deal significant?
Shalini Shanthikumar, associate: This is a significant transaction both in the UK and in South Africa, enabling one of South Africa’s major companies to obtain a UK premium listing an membership of the UK’s FTSE 100.
Mediclinic is a South African business, and it was merging with a London listed company with it operations in the UAE. Is a cross-border transaction such as this intrinsically more difficult than any other type of deal, and on a practical note, how does it work when you are running it from London?
Shanthikumar: In essence, yes, as there are more parties involved and more issues to navigate your way through. However, with so many cross-border deals these days, we’re quite used to working this way. In practice, it requires all advisers to be joined up and up to speed with what is going on, regardless of jurisdiction. This means ensuring regular communication to share information and identifying together upcoming pressure points and milestones.
What is a trainee’s typical role on this type of transaction?
Shanthikumar: On a transaction of this scale there are plenty of opportunities for a trainee to get involved and they are very much part of the core team. At least one trainee shadowed us on most calls and attended most meetings so that they were well equipped to help with tasks such as drafting announcements and transaction documents, research points of law and assist with co-ordination of the transaction. One trainee took the lead in writing notes of conferences with counsel on a number of interesting points of UK law that the unique transaction structure gave rise to.
Deal 3: Atlas Mara
Slaughter and May advised Atlas Mara, the LSE listed private equity fund owned by former Barclays Bank executive Bob Diamond and Ugandan entrepreneur Ashish Thakkar, on its subscription for shares in the Banque Populaire du Rwanda (BPR), and the subsequent merger of Atlas Mara’s wholly owned subsidiary, BRD Commercial Bank, with BPR. The combined bank, which uses the ‘BPR’ name, ranks as Rwanda’s largest bank by branch locations and has assets of approximately $325m.
Can you give a broad overview of the deal? What did the client want to do the deal, and how did Slaughter and May get involved?
Richard Smith, partner: Atlas Mara is a sub-Saharan African financial services group listed on the London Stock Exchange. Its strategic aim is to become sub-Saharan Africa’s premier financial institution. As part of achieving this aim, Atlas Mara extended its position in Rwanda by subscribing for shares in Banque Populaire du Rwanda (BPR), one of Rwanda’s largest financial institutions, and then merging its wholly owned subsidiary BRD Commercial Bank Ltd (BRDC) with BPR. Following completion of the transaction in January 2016, Atlas Mara is now the majority shareholder of the enlarged group, Rwanda’s largest bank by branch numbers and second largest bank by assets. We were delighted to advise Atlas Mara in connection with this transaction.
What were the main challenges or issues you had to contend with in doing the deal, and how did you tackle them?
Smith: Unlike English common law, the Rwandan legal system is a civil law system, largely based on the German and Belgian legal systems.
In addition, Rwandan company law is still in its infancy. As such, there were certain things that we as English lawyers take for granted (e.g. the requirement for a company to have articles of association) that are still being developed and worked through as Rwandan company law evolves and develops. This took some getting used to and required a lot of patience and learning on both sides!
Rwanda was obviously a war-torn country back in the 1990s. What’s the situation there now and what is the status of its banking sector?
Smith: Rwanda has been rebuilt following the atrocities that took place in the 1990s, and it is now strong and vibrant, both economically and socially. The financial and legal systems are strong, and the professionals we dealt with were highly sophisticated and a genuine pleasure to work with.
Win work experience at Slaughter and May
As it is frequently necessary for the firm to find solutions to challenging legal issues in Africa, Slaughter and May is eager to ensure the next generation of practitioners understand the importance, diversity and richness of Africa’s many business landscapes. In light of this the firm has launched an initiative called the Africa Essay prize, designed to stimulate debate among university students around the important issues to which African commerce and law give rise.
It’s an exciting opportunity for law and non-law students to demonstrate their commercial and legal skills in an African context and the winner has a chance to win prize money and a work placement at the firm.
More information on the prize and how to enter can be found on Slaughter and May’s website.