INFRASTRUCTURE SECTOR GROUP - Bowmanservices.bowman.co.za/Brochures/PracticeAreas/infrastructure... · INFRASTRUCTURE SECTOR GROUP PROJECT FINANCE ... conditions to FIDIC (Yellow,

YOU THINK PROSPECTS. WE THINK LEGAL SOLUTIONS.

INFRASTRUCTURE SECTOR GROUP

BOWMAN GILFILLAN AFRICA GROUP

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Our Firm 04

Our Footprint in Africa 04

Our Infrastructure Sector Group 06

Our Specialist Services 07

Our Sector Expertise 09

Our Signature Matters 10

Our Team 15

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OUR FIRM OUR FOOTPRINT IN AFRICA

Bowman Gilfillan Africa Group is a leading Pan-African law firm. Our track record of providing specialist legal services, both domestic and cross-border, in the fields of corporate law, banking and finance law and dispute resolution, spans over a century.

With eight offices in six African countries and over

400 specialised lawyers, we are differentiated by

our geographical reach, independence and the

quality of legal services we provide.

We draw on our unique knowledge of the African

business environment and in-depth understanding

of the socio-political climate to advise clients on

a wide range of technical legal issues. Our aim is

to assist our clients in achieving their objectives

as smoothly and efficiently as possible while

minimising the legal and regulatory risks.

Our clients include corporates, multinationals and

state-owned enterprises across a range of industry

sectors as well as financial institutions

and governments.

Our expertise is frequently recognised by

independent research organisations. Most recently,

Bowman Gilfillan Africa Group was named African

Legal Adviser by DealMakers as well as winning the

Competition and Regulatory Team of the Year and

the IP Team of the Year Awards at the prestigious

African Legal Awards hosted by Legal Week and the

Corporate Lawyers Association.

We provide integrated legal services throughout

Africa from eight offices (Antananarivo, Cape

Town, Dar es Salaam, Durban, Gaborone,

Johannesburg, Kampala and Nairobi) in six

countries (Botswana, Kenya, Madagascar, South

Africa, Tanzania and Uganda).

We work closely with leading Nigerian firm,

Udo Udoma & Belo-Osagie, which has offices in

Lagos, Abuja and Port Harcourt, and have strong

relationships with other leading law firms across

the rest of Africa.

We provide coverage of francophone OHADA

jurisdictions across the continent (including Benin,

Burkina Faso, Burundi, Cameroon, Central African

Republic, Chad, Congo Republic, Democratic

Republic of Congo, Gabon, Guinea, Ivory Coast,

Mali, Mauritania, Niger, Rwanda, Senegal and

Togo) from our office in Madagascar.

Our Kenyan, South African and Ugandan offices

are representatives of Lex Mundi, a global

association, with more than 160 independent law

firms in all the major centres across the globe.

This association gives us access to the best firms in

each jurisdiction represented.

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Bowman Gilfillan Africa Group offices

Relationship firm

Francophone Africa coverage

Significant transaction or advisory experience

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OUR INFRASTRUCTURE SECTOR GROUP

While inadequate infrastructure is hampering

growth in Africa, it also offers significant

investment opportunities. Sustained

investment in the key sectors of transport,

telecommunications, power generation and

mining will also unlock economic growth and

improved access to critical social infrastructure

(including public buildings, healthcare,

education, water treatment and supply).

According to the Legal 500 (2015) we have

“successfully developed a strong practice across

Africa” and are “frequently instructed by private

sector sponsors and lenders on major energy and

infrastructure projects”.

We routinely handle complex finance transactions

and have extensive knowledge of leveraged and

acquisition finance, structured finance, capital

markets, project finance, property finance,

insolvency and restructuring, derivatives and

securitisation. Our experience covers bilateral

and syndicated loans, inter-creditor and agency

agreements, export credit financing, and

guarantee and security issues.

Our presence ‘on-the-ground’ and ability to

resolve challenges particular to infrastructure

projects in Africa is a key differentiator as is our

experience with complex domestic and cross-

border infrastructure projects on the continent.

Our clients range from corporations to banks and

financial institutions, sponsors and lenders, state-

owned enterprises and government departments

involved in major infrastructure projects. We also

work with other law firms, particularly within the

context of joint appointments with international

legal counsel, to ensure the delivery of legal

services appropriate to individual projects.

We help our clients at all stages of the economic life-cycle of infrastructure projects - from developing to acquiring to managing to restructuring to selling assets, including assisting with the necessary financing. Our team comprises African specialists in mergers and acquisitions, project and asset financing and refinancing, procurement, concessions and public private partnerships, construction, dispute resolution and regulatory compliance.

BOWMAN GILF ILL AN AFRICA GROUP

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OUR SPECIALIST SERVICES

POWER INFRASTRUCTURE

TMT

CONSTRUCTION

PROJECT FINANCE

PROPERTY TRANSPORT INFRASTRUCTURE

REGULATORY ANDENVIRONMENTAL

CONSTRUCTION

Our dedicated Construction Practice provides

both transactional and dispute resolution services.

Our experience covers a wide range of sectors and

projects including, energy, mining, port, road, rail

and processing plants (including cement, waste,

paper and acid plants and aluminium smelters). Our

construction lawyers have extensive experience of

large construction projects in these sectors, whether

the construction is on an EPC or an EPCM basis, and

whether using bespoke or standard form contracts

(in particular the FIDIC form of contract).


PROJECT FINANCE

Our financing expertise ranges from leveraged

and acquisition finance to structured finance,

capital markets, project finance, property

finance, minerals and resource finance,

insolvency and restructuring, derivatives,

securitisation and preference share finance. Our

project finance team has wide ranging and in-

depth experience in limited recourse financings,

including multilateral and bilateral financings,

multi-source lending arrangements and export

credit financial products. They are constantly at

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the forefront of developments in the banking and

finance field and are market-leaders for innovation,

documentation standards and best practice.

REGULATORY AND ENVIRONMENTAL

Our regulatory and environmental teams offer real

depth and a broad range of expertise, covering

due-diligence investigations, legal risk mitigation

and management, permitting advice, project

and development advice, appeals, litigation

and administrative appeals, advice on specific

environmental impacts and compliance auditing.

In its role advising lenders and developers, the team

undertakes due diligence investigations on projects,

initially in terms of assessing RFP bid compliance

and, in the case of projects selected as preferred

bidders, from a general environmental and other

regulatory perspective leading up to project

financial close.

PROPERTY

Our property lawyers have a thorough

understanding of property law and associated

practicalities, including land registration and

conveyancing, leases, servitudes, construction law,

town planning, insolvency, finance and financing

structures, mortgage and other securities and tax.

They form an integral part of the team advising

lenders and developers on the financing of project

where property and land use aspects are often

key. In this context, the conduct of a due diligence

investigation on acquiring the relevant properties

and land use rights is invaluable for an appropriate

allocation of the property risks relevant to the

project financing.

BOWMAN GILF ILL AN AFRICA GROUP

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OUR SECTOR EXPERTISE

POWER INFRASTRUCTURE

Our lawyers have extensive knowledge of the

African power sector with particular experience in

the development of thermal power, hydropower and

renewable energy power facilities by independent

power producers (IPPs) and incumbent utilities.

We have an in-depth understanding of the African

power sector including: policies for unbundling the

vertically integrated power supply chains, tariff

regulation policies and competition for scarce

transmission and distribution network capacity.

This enables us to help our clients to negotiate

appropriate risk-adjusted agreements to secure

their investments.

TECHNOLOGY, MEDIA & TELECOMMUNICATIONS

We regularly advise and act for clients in the

telecommunications and broadcasting sectors.

Our multi-disciplinary Technology, Media &

Telecommunications (TMT) Practice comprises

lawyers specialising in mergers and acquisitions,

outsourcing, regulatory matters including licensing

and compliance, data protection and property law.

We keep abreast of regulatory developments in the

telecommunications and broadcasting sectors in

many African jurisdictions and are able to provide

specialist advice to clients in these areas, both in the

context of particular transactions and in the context

of their general regulatory obligations.

TRANSPORT INFRASTRUCTURE

It is common knowledge that Africa’s infrastructure

gap is most acute in the transportation sector.

Domestic public sector funding is historically

the primary source of funding to close this gap.

However, many governments appear to struggle

to use public sector funding sustainably and

effectively, so much so that critical transportation

sector projects often fail at some point in the

procurement process. In addition, typically,

African transportation infrastructure projects

require some form of host government concession

but institutional and policy conditions can cause

significant delays. Critical institutional, regulatory

and policy reform is often lagging. We understand

these issues. Our lawyers have advised on most of

the major transportation infrastructure transactions

in Southern Africa to date. We also have a dedicated

Ports, Terminals & Logistics Corridors Sector

Group with significant experience in facilitating

the establishment of ports infrastructure and

relationships between land and sea users.

Please refer to our Mining and Ports, Terminals &

Logistics Corridors brochures for further sector

specific experience.


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OUR SIGNATURE MATTERS

CONSTRUCTION

We advised/ acted for:

• AfriSam Tanga Cement Factory Expansion

(Tanzania): on all construction aspects.

• Airports Company South Africa (South Africa):

in connection with the construction of a Baggage

Handling Terminal (FIDIC Yellow based), and the

construction of a new Tank Farm at OR Tambo

International Airport.

• Barloworld Anixas Diesel Fired Power Station

(Namibia): the EPC contractor in connection with

the turn-key design build of a new 22MW diesel

fired power station for NamPower.

• Eurasian Natural Resources Corporation

(ENRC) (Democratic Republic of the Congo and

Zambia): in connection with various mining

projects which includes drafting of particular

conditions to FIDIC (Yellow, Red and Green Book),

drafting of bespoke form supply and consultancy

agreements and specific project advice, including

drafting and negotiating specific construction

contracts.

• Gigawatt Gas to Power Expansion Project

(Mozambique): the sponsors and the project

company/ borrower on the expansion of the

existing gas to power project.

• Lenders to Mabele Fuels (South Africa): in respect

of a new Bio-ethanol Plant (for which we drafted

the FIDIC Silver based EPC).

• Medupi Coal Power Station (4800 MW Lephalale)

and Kusile Coal Power Station (4 800MW,

Emalahleni) (South Africa): on the construction of

these two mega projects, each of which is being

constructed under multiple works contracts on an

owner-managed EPCM basis.

• Pretoria Portland Cement (South Africa): in

connection with its Dwaalboom Cement Factory

Expansion Project (Bespoke and FIDIC Yellow and

Red Book based multi-package, multi-disciplinary).

• Renewable Energy IPP Programme (REIPPP)

(South Africa): on various projects bid under the

REIPPP (many of which are FIDIC based EPCs).

• SepFluor Limited (South Africa): in connection

with the Nokeng Mine and Fluorspar Project

(Mine EPCM and Beneficiation Plant Turnkey FIDIC

Yellow).

• Sephaku Cement (South Africa): in connection

with its new Itsoseng Cement Factory and

associated works (FIDIC Silver Book based EPC).

• Stortemelk 4.4MW Hydro Power Project (South

Africa): the construction contracts.

• Tongaat Hulett (South Africa): in connection with

the construction, and all related aspects (including

the project financing), of its proposed new bagasse

fired power station at its Amatikulu Mill.

• Trafigura Beheer (Mozambique): in connection

with the construction of a new container terminal

(FIDIC Silver Book based EPC).

• Vodacom, MTN and Neotel (South Africa): in

relation to their national long distance fibre

optic installations (FIDIC Red Book), including in

respect of various extension of time and additional

payment claims and disputes.

• Xstrata’s Tweefontein Mine Optimisation

Project (South Africa): in connection with all

construction related aspects of this mega mine

optimization project.


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RENEWABLE ENERGY AND HYDRO POWER

We have advised lenders, sponsors and contractors

on various biomass, small hydro power, solar and

wind projects in Southern Africa including advising/

acting for:

• China Exim Bank on the financing of the 600MW

Karuma HPP.

• A developer in respect of several proposed Hydro

Power Projects (HPPs) on River Ndugutu, River

Sindila and River Nyamagasani, in Uganda.

• FMO and other lenders as Uganda local counsel

in connection with the financing of several mini-

hydro power plants in Uganda, including the

18MW Mpanga HPP and the 14 MW Nyamwamba

HPP in Uganda.

• Hatton National Bank plc and Bank of Ceylon

on the financing of the design, engineering and

construction of the 6.5MW Muvumbe HPP in

Western Uganda.

• Idea Power Limited on its investment in the

Makindu Solar PV power project (30MW).

• Prunus Energy Systems on the development of

the 50MW wind farm at Corner Baridi, Ngong Hills.

• REIPPP: on the following projects each of which

has achieved financial close:

– Round 1:

• Aries Solar PV Project (10 MW, Western

Cape), Round 1

• Dassiesklip Wind Farm Project (26 MW,

Western Cape) Round 1

• Dorper Wind Farm Project (100 MW, Eastern

Cape), Round 1

• Konkoonsies Solar PV Project (10MW,

Western Cape), Round 1

• Hopefield/ Umoya Wind Farm Project (65

MW, Western Cape), Round 1

• Scatec Kalkbult Solar PV Project (73 MW,

Northern Cape) Round 1


– Round 2:

• Aurora Solar PV Project (10MW, Western

Cape), Round 2

• Gouda Wind Farm Project (140MW, Western

Cape), Round 2

• Loeriesfontein 2 Wind Farm Project

(138MW, Northern Cape), Round 2

• Scatec Dreunberg Solar PV Project (30MW,

Eastern Cape), Round 2

• Scatec Linde Solar PV Project (70MW,

Northern Cape), Round 2

• Sishen Solar PV Project (81 MW, Northern

Cape), Round 2

• Stortemelk Small Hydro Project (4MW, Free

State), Round 2

• Vredendal Solar PV Project (10 MW,

Western Cape), Round 2

– Round 3:

• Khobab Wind Farm Project (138MW,


• Mkuze Biomass Project (16MW, KwaZulu-

Natal), Round 3

• Mulilo Prieska Solar PV Project (75MW,


• Noupoort Wind Farm Project (79MW,


– Rounds 4, 5.5 and 5:

• on several projects which have been selected

in Round 4 of the REIPPP or which are

preparing to bid in Rounds 4.5 and 5 thereof.

TECHNOLOGY, MEDIA & TELECOMMUNICATIONS

We have advised/ acted for:

• Bay West Connect/ Bay West City and

Vodacom: on the lease, installation and

maintenance of duct and fibre in the Bay West

precinct development in Port Elizabeth, South

Africa.

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• Discover Digital BVI: in the negotiation a

Master Content and Digital Services Agreement

with MTN Dubai for the provision of video-on-

demand content to subscribers’ mobile devices in

territories throughout Africa and in Europe.

• Eaton Towers: in relation to the acquisition

of the tower infrastructure segment of Bharti

Airtel in Kenya; in relation to the acquisition of

the telecommunications tower assets of Warid

Telecom Uganda Limited; on the acquisition of

telecommunications tower assets of Orange

Uganda Limited; and in relation to the acquisition

of the tower infrastructure segment of Bharti

Airtel in Madagascar and Rwanda.

• Ericsson: in relation to a BOT agreement for a new

managed connectivity network in South Africa.

• Helios Investments: on the financing of its

acquisition of towers in Chad, Gabon and Congo;

and on funding transactions with Wananchi

Group Holdings Limited, the owners of the Zuku

brand in Kenya.

• A leading international telecommunications

tower company: on the buy and leaseback of

tower assets of a telecommunications operator

in Uganda.

• Liquid Telecom: on the sale and maintenance of

duct and fibre on its network to various customers

in South Africa.

• MTN: in connection with the rollout of its radio

network across South Africa as part of the MTN

Network Rollout Project; and on a transaction

with FibreCo Telecommunications involving

infrastructure swap arrangements in South Africa.

• MTN, Neotel and Vodacom: in the

implementation of each party’s fibre optic

networks across South Africa as part of the

National Long Distance (NLD) Fibre Project,

including the new Cape Town to Durban leg (NLD 5

and 6) of the NLD Project (c 1,700 kilometres).

• Safaricom Limited: on its acquisition of

substantially all of the assets of Essar Telecom

Kenya (Yu Mobile).

• Standard Chartered Bank plc: as Uganda lenders’

counsel in connection with umbrella financing

for a telecommunications project across several

African jurisdictions.


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• France Telecom: as principal and sole legal

transaction adviser on its USD 390 million

acquisition of 51% of Telkom Kenya Limited

(during the privatisation of Telkom Kenya Limited).

• On the establishment of an independent tower

company to operate and manage passive

infrastructure for use by wireless operators and

the acquisition and construction of towers.

THERMAL POWER

Our lawyers have advised on the following projects:

• Barloworld Anixas Diesel Fired Power

Station (Namibia): advising the EPC contractor

in connection with the turn-key design build

of a new 22MW diesel fired power station

for NamPower.

• Gigawatt Gas to Power Project (Mozambique):

advised the sponsors and the project company/

borrower on a 100MW gas to power project at

Ressano Garcia, from the development phase to

financial close in mid-2014.

• Gigawatt Gas to Power Expansion Project

(Mozambique): advising the sponsors and the

project company/ borrower on the expansion

of the existing gas to power project at

Ressano Garcia.

• Medupi Coal Power Station (4 800 MW

Lephalale) and Kusile Coal Power Station

(4 800MW, Emalahleni) (South Africa): advising on

the construction of these two mega projects; each

with a capital budget in excess of ZAR 100 billion,

and both of which rank as the largest dry-cooled

power stations under construction worldwide.

• Morupule Coal Power Expansion Project

(Botswana): advised the lenders to the financing

of the BWP 1.2 billion expansion of the Morupule

Coal Mine.

• Tongaat Hulett Bagasse Fired Power Station

(South Africa): advising the developer on the build,

own and operation of a new bagasse-fired power

station at its Amatikulu Mill.

• Walvis Bay LNG to Power Project (Namibia):

advising the lenders, together with a leading

global law firm, on the project financing of this

220 to 250MW power project, an integrated

gas to power project incorporating a floating

regasification and storage unit, off-shore and

onshore pipelines and port infrastructure.

TRANSPORT

We have advised/ acted for:

• ABB: in relation to its development of the Kruger

Mpumalanga International Airport.

• Aeolus Kenya Limited BVI: on a framework

agreement between Aeolus Kenya Limited BVI and

the Kenyan Government for a six phase project in

the LAPSSET Corridor, which will include a port,

LNG plant, destination plant, pipeline and airport.

• Airports Company South Africa: in connection

with various projects including the construction

of a Baggage Handling Terminal and a Tank Farm at

OR Tambo International Airport; and in its bid for

a concession to build and operate an international

airport in Togo.

• APM Terminals (APMT): on its multi-million

dollar joint venture to develop a terminal in the

port of Mombasa.

• Chinese Development Bank: jointly with a magic

circle firm, on the financing of the expansion of

the Jomo Kenyatta International Airport.

• ENRC: in respect of the phased development of an

integrated 1,200km transport project to move coal

by rail from Tete to Nacala including a 40 million

ton terminal.

• Ferromarine Africa (Saldanha) and Ferromarine

Cape (Cape Town): in relation to the creation of

oil and gas manufacturing and repair facilities.

• An international developer: on the establishment

and structuring of the Kalangala Infrastructure

Services Project, a PPP initiative with the

Government of Uganda.

• Kenyan and Ugandan Governments: on the

concessioning of Kenya and Uganda Railways.

• Gautrain Rapid Rail Link PPP as lenders’ counsel:

jointly with a magic circle firm, on the financing

of this Project, for the design, construction,

partial financing, operation and maintenance of a

rapid rail system between Johannesburg, Pretoria

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and the Johannesburg International Airport.

This project was at the time of financial close in

January 2007 the world’s second largest rail PPP

after the London Underground, and the largest

greenfield rail project then under construction.

• Oiltanking Grindrod Calulo: in relation to a

BOOT agreement for an oil storage facility at the

Port of Ngqura.

• Passenger Rail Agency of South Africa (PRASA):

in relation to all aspects of the transfer of the

long distance passenger rail business known as

Shosholoza Meyl from Transnet Limited to PRASA.

• Ports of Africa (Pty) Ltd: on a joint venture with

African Railfreight Development Corporation

(Pty) Ltd for the development of a rail corridor for

Elitheni Coal (Pty) Ltd from mine to the port of

East London.

• Puma Energy: in respect of the acquisition of an

LPG terminal in the port of Cotonou, Benin.

• Sinohydro: on the construction of a new airport

building in Gaborone.

• TCM Bulk Terminal (Mozambique): drafting

terminal regulations, STCs and take or

pay agreements.

• The Standard Bank of South Africa Limited:

as lender to a consortium in a bid to the South

African National Roads Agency Limited for the

design, construction, finance, operation and

maintenance of the N1/ N2 Winelands

Toll Highway.

• The Standard Bank of South Africa Limited

and CFC Stanbic Bank: in the structuring and

financing of the acquisition of rail-rolling stock by

the Rift Valley Railways, the main concessionaire

of the Uganda Railway Project.

• Trafigura Beheer: in connection with an

integrated port and rail project for a BOT

concession for new terminal facilities at the Port

of Dar es Salaam and the upgrade of the TAZARA

rail network and track access arrangements for

commercial freight; and in connection with the

construction of a new container terminal in

Mozambique (FIDIC Silver Book based EPC).

OTHER INFRASTRUCTURE AND

PUBLIC-PRIVATE PARTNERSHIPS

• City of Tshwane Municipality, Office of

Accommodation PPP (South Africa): advised

the preferred bidder in relation to a PPP for the

design, construction and facilities management

for the new municipal head offices of the

City of Tshwane.

• Department of Education, Office

Accommodation PPP (South Africa): advised

the senior lenders in relation to the funding of

the PPP concession for the design, construction

and facilities management of the Department of

Education new head office accommodation.

• Department of International Relations and

Co-operation, Office Accommodation PPP

(South Africa): advising the project company/

concessionaire on the implementation of a PPP

agreement post financial close.

• Department of Rural Development and Land

Reform, (DRDLR) Office Accommodation PPP

(South Africa): advised the preferred bidder in

relation to all aspects of its PPP concession for the

design, construction and facilities management of

new office accommodation for the DRDLR.

• Department of Trade and Industry (DTI),

Office Accommodation PPP (South Africa):

advised the preferred bidder in relation to its

PPP concession for the design, construction and

facilities management of the DTI’s office new

accommodation.

• Jomo Kenyatta University, Student

Accommodation PPP (Kenya): advised the

University on the procurement of a PPP for a

student hostel on a BOOT basis.

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OUR TEAM


JOHN FFOOKS Partner, Head: FrancophoneAntananarivo, Madagascar (OHADA) Tel: +261 (0) 33 126 3523Email: [email protected]

To view profiles of our team members, please visit www.bowman.co.za.

THOMAS SIPEMBA Partner Dar Es Salaam, Tanzania

Tel: +255 (0) 22 260 0857Email: [email protected]

SHAMILAH GRIMWOOD Partner, Head: Infrastructure Sector Group

Cape Town, South Africa Tel: +27 (0) 21 480 7855Email: [email protected]

JEFFREY BOOKBINDER Partner Gaborone, Botswana

Tel: +267 (0) 390 5550 Email: [email protected]

ALEX NJAGE Partner Nairobi, Kenya

Tel: +254 (0) 20 289 9302Email: [email protected]

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AntananarivoTel: +261 (0) 20 224 3247

Fax: +261 (0) 20 224 3248

Email: [email protected]

www.jwflegal.com

Cape TownTel: +27 (0) 21 480 7800

Fax: +27 (0) 21 480 3200


www.bowman.co.za

Dar es SalaamTel: +255 (0) 22 277 1885

Fax: +255 (0) 22 277 1886


www.ealawchambers.com

DurbanTel: +27 (0) 31 265 0651

Fax: +27 (0) 86 604 6318


www.bowman.co.za

GaboroneTel: +267 (0) 391 2397

Fax: +267 (0) 391 2395


www.bookbinderlaw.co.bw

JohannesburgTel: +27 (0) 11 669 9000

Fax: +27 (0) 11 669 9001


www.bowman.co.za

KampalaTel: +256 (0) 41 425 4540

Fax: +256 (0) 31 226 3757


www.afmpanga.co.ug

NairobiTel: +254 (0) 20 289 9000


www.coulsonharney.com

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Bowman Gilfillan Africa Group: @BowmanGilfillan CONTENTS PAGE

Documents

INFRASTRUCTURE SECTOR GROUP - Bowmanservices.bowman.co.za/Brochures/PracticeAreas/infrastructure... · INFRASTRUCTURE SECTOR GROUP PROJECT FINANCE ... conditions to FIDIC (Yellow,