The year 2016 has brought to the fore the role of lawyers in the socio-economic and political development of Nigeria. Historians will recall that this period is a throwback to the pre-independence era when lawyers were in the forefront of the agitation for self-rule. More than 50 years later in the public, private and civil society spheres lawyers are again determining the future of Nigeria. The clearest indicator yet of the dominance of lawyers in public office, is the composition of the cabinet of President Muhammadu Buhari. Out of the 36 members of the Federal Executive Council 10 are lawyers. Add this to the large number of lawyers in the National Assembly including the Speaker and the Deputy Senate President then it is obvious that the legal profession is an important professional body in governance in Nigeria. At the state level there are 10 governors all who are not only lawyers but active members of the Nigerian Bar Association. In the private sector, lawyers are playing an important role in providing legal support and advice to global business brands whose presence in Nigeria is creating jobs and enabling economic growth. In civil society, lawyers are in the forefront for a justice system that meets the expectations of Nigerians. In 2016, the role of these lawyers will be crucial, as Nigeria’s appears set to embark on fundamental reforms of her justice system.
This edition identifies lawyers and law firms whose intervention in public, private and public interest sector will define Nigeria’s socio-economic and political growth in 2016.
THE PUBLIC SECTOR
Professor Yemi Osinbajo, Vice-President, Federal Republic of Nigeria
Providing Leadership in Economic Growth and Judicial Reforms
Chairman, National Economic Council (NEC). The NEC, as one of the Federal Executive bodies has the mandate to advise the President concerning the economic affairs of the Federation, and in particular on measures necessary for the joint economy planning and development of the various state governments of the Federation. Given the downward slide in the price of crude oil, the importance of the interventions of NEC cannot be over-emphasised. The need for the Vice President to provide strategic leadership to NEC especially initiatives aimed at diversifying the economy, through the revival of agriculture, solid minerals mining, as well as providing support for small and medium size businesses will be of enormous importance in 2016.
There is also the expectation that the Vice- President will support the much-desired reforms in the administration of justice in Nigeria. Crucial in this regard will be interventions aimed at removing legal obstacles to doing business in Nigeria. Developing a sustainable legal, institutional and regulatory framework that establishes and clarifies property rights and reduces the time and cost of resolving disputes; and enabling rules that increase the predictability of economic interactions and provide contractual partners with certainty and protection against abuse.
Abubakar Malami SAN Attorney-General of the Federation and Minister for Justice.
Waiting for his agenda for reforms of administration of justice.
Nigeria is in the midst of a major transformation of its justice sector. There has been a gradual implementation of a series of reforms that lawyers hope will dramatically improve the administration of justice over the next decade. Central to this process of justice sector reform is a package of ambitious legislative changes passed by the Jonathan administration. Together, these reforms touch virtually all aspects of the justice sector. The reforms include significant changes in Nigerian criminal procedure, new measures to promote greater access to justice (for both criminal defendants and crime victims), new functions for law enforcement and tougher measures for combating organised crime. Justice sector stakeholders insist that the major reason for the lack of progress in the justice sector since 1999 has been the ad-hoc and largely uncoordinated manner in which reforms have been implemented. More than 15 years after Nigeria’s return to democracy there is yet to be a justice vision for the country. The legal profession is looking up to the Attorney- General of the Federation to provide clarity, coordination for key interventions in the justice sector. Achieving professionalism in the delivery of justice by the Ministry of Justice, finding a solution to the unacceptable number of awaiting trial inmates in our prisons, bringing justice speedily to persons suspected of terrorist acts and prosecuting corruption in a manner that affirms the Rule of Law are some of the issues that should be on the Attorney- General’s agenda.
Babatunde Fashola SAN Minister of Power, Works and Housing,
Former Governor, Lagos State
Can he deliver on his Power Mandate?
Few can honestly disagree that Fashola’s tenure as Governor of Lagos State witnessed a level of infrastructural development that was the envy of most states in Nigeria. The infrastructure renewal of the Lagos metropolis including the construction of new roads, state-of-the-art pedestrian bridges are important achievements of his administration. Add this to the more than 165 rural electrification projects completed under his watch and it is easy to understand why there is so much expectation from Nigerians about his ability to deliver on his portfolio.
Power, is seen by many as the most important component of his mandate. Nigeria’s growth continues to be severely constrained by an insufficient supply of reliable electricity. As a result, almost all firms and upper income households operate their own generators to mitigate the effects of outages. Nigeria has an installed on-grid generation capacity of 6,800 MW, but only generates a daily average of 3,600 MW due to gas supply constraints and seasonal hydroelectric power generation challenges. In contrast, South Africawith less than a third of Nigeria’s population of 168.8 millionhas an installed generation capacity of more than 40,000 MW or 0.78 kW per capita.
Nigerians expect that under Fashola’s watch Nigeria will achieve a comprehensive power sector reform, expand supply, encourage private sector participation, and address chronic sector issues hampering improvements in electricity supply.
Augustine Alegeh SAN President Nigerian Bar Association,
Bringing Change to the Legal Profession
There is broad consensus that the Presidency of the NBA will never be the same again after Alegeh’s tenure. The highlights of Alegeh’s Presidency include radical steps to instill professionalism in the practice of law. His presidency commenced with the lawyers’ verification exercise in an effort to rid the legal practice of fake lawyers. This was followed by the adoption of the stamp and seal policy, which authenticates all the documents filed in courts by lawyers throughout the federation. Lawyers who have paid their practicing fees and have been verified are now covered by a life insurance policy. Apart from innovations aimed at ‘professionalising’ the Bar, Alegeh’s presidency also intervened in a number of high profile governance issues. Including providing leadership in bringing the nation- wide strike of the judicial workers to an end. The NBA also intervened in the strike action embarked on by counsel in the Federal Ministry of Justice over conditions of service. In 2016, perhaps the most ambitious initiative of the Alegeh presidency will be the introduction of electronic voting to NBA the elections. Given the interest that an NBA election almost always generates, this electoral process will be of immense interest.
AB Mahmoud SAN/ JK Gadzama SAN
Next President of the Nigerian Bar Association?
Although the prohibition on electoral campaigns is yet to be lifted by the NBA, few lawyers cannot say that they are not aware that AB Mahmoud SAN and JK Gadzama SAN are the front-runners for the Presidency of the NBA when the tenure of Alegeh SAN ends in August 2016. The adoption of the electronic voting system will surely test the popularity of both candidates.
Abubakar Balarabe Mahmoud, LL.M SAN, OON, FCIArb
Graduated from Ahmadu Bello University, Zaria in 1979. He holds a Master’s Degree from the same University specialising in Company and Labour Relations Law. He worked for 15 years with the Kano State Ministry of Justice rising from pupil state counsel to the position of the State Attorney General and Commissioner for Justice and founded Dikko & Mahmoud in 1993.
He trained at various times at the International Development Law Institute in Rome, where he obtained a certificate in Law and Development in 1987, and in Legal Aspects of Privatisation in 1990. He also holds a Diploma in Sociology of Law from Onati Institute for the Sociology of Law in Spain (1990) and another certificate in techniques of privatisation from the Institute of international Development at Harvard University (2000). He was at North Western University Chicago where he obtained a Certificate in Corporate Law and Business (2002). He also obtained a Diploma in International Commercial Arbitration of the Chartered Institute Arbitrators UK and was admitted as a Fellow of the Institute in 2008.
A.B Mahmoud has appeared in many cases before the Court of Appeal and the Nigerian Supreme Court. He has acted as counsel on a wide range of arbitrations and acted as arbitrator in others. He was elevated to the rank of Senior Advocate of Nigeria in 2001. He is a member of the Body of Benchers, Nigeria’s highest body for regulating the legal profession. He was a member of the National Committee on Crime Victims’ Rights. He served as a member of the Presidential Committee on Incentives, Waivers and Concessions (for Investments and Businesses) in Nigeria. He chaired the National Committee on the review of the Nigeria’s Code of Corporate Governance for public Companies. He is also a member of the Vision 2020, Business Support Group.
A.B Mahmoud is the 2nd Vice President of the Nigerian Stock Exchange and a Board Member of the Nigeria Extractive Industries Transparency Initiative. Aliko Dangote, President of Dangote Group, recently appointed AB to the Board of the Dangote Foundation.
J.K Gadzama SAN
Called to the Nigerian Bar in 1986 and enrolled at the Supreme Court of Nigeria the same year. Appointed Notary Public in June 1996 and elevated to the worthy rank of a Senior Advocate of Nigeria (SAN) in 1998. His professional experience spans a vast area of adjectival/procedural and substantive law. He has been external Solicitor to several Merchant, Commercial, Development and Industrial Banks; adviser to major multinational corporations and indigenous companies and organisations and network of individuals in Nigeria.
He is registered with the Securities & Exchange Commission (SEC), Abuja as a Capital Market Consultant and was a partner in the legal consortium of Legal Advisory Partnership (LAP), comprising foreign and indigenous lawyers charged with the responsibility of providing legal services to the Bureau of Public Enterprises (BPE) Abuja, from April 2004 to July 2007.
Intercontinental Finance Magazine (ICFM) recognised him in 2015 as one of the 500 best lawyers in the world. He is also featured on Who’s Who Legal as an Arbitration Expert. He was recently appointed Liquidator to wind up the Power Holding Company of Nigeria ( PHCN) PLC and also provide Legal Advisory Services for the winding up proceedings. Until recently, Chief Gadzama was a Federal Commissioner/Board Member with the Infrastructure Concession Regulatory Commission of Nigeria (ICRC), Board Member, Diamond Pension Fund Custodian and Board Member, University of Benin Governing Council.
The firm of Wole Olanipekun and Co
Wole Olanipekun SAN Former President of the Nigerian Bar Association.
Lead counsel to MTN in the matter of the MTN v NCC
A fully serviced legal practice established in 1980 and has over the last three decades earned a reputation of consistently exceeding the expectations of clients. The firm operates from three fully functional offices in Lagos, Abuja and Ilorin and a representative office in Akure with strong professional presence in 29 states across Nigeria and the Federal Capital Territory, Abuja. Practice areas include General Litigation, Pre & Post Election Dispute Resolution, Finance & Investment, Joint Ventures, Foreign Investment, Privatisation & Public Private Partnership, Arbitration& Alternative Dispute Resolution
The firm is headed by its founder, Chief Wole Olanipekun, who was conferred with the prestigious rank of Senior Advocate of Nigeria (the Nigerian equivalent of Queen’s Counsel) in 1991 (at that time the youngest holder of the rank), a former Attorney General of the Old Ondo State, Past President of the Nigerian Bar Association, former council member of the International Bar Association and Commonwealth Bar Association, Vice President (West Africa) of the Pan African Law Union and a life member of the Nigerian Body of Benchers.
Olanipekun is lead Counsel to MTN in the matter of MTN and NCC.
The Law Firm of JB Daudu SAN & Co
Lead Counsel for the defence in the Matter of Dasuki and FGN and Saraki V CCT
- B. Daudu and Co. is a firm of legal practitioners who specialis es in Litigation and Appellate practice at the Court of Appeal and the Supreme Court of Nigeria. The firm has a reputation for providing practical and beneficial solutions to clients by practising law with the highest standards.
The firm was established on the 1st of January, 1986 in Zaria. Branches were later established in Kaduna and Abuja, with the Abuja branch now serving as the head office. Since inception, the firm has grown tremendously with the handling of several landmark cases in Nigeria and beyond.
The philosophy of the firm is to practice law with the utmost fear of GOD Almighty and due respect for the Rule of Law, independence of the Judiciary, the defence of human rights and services on diverse issues.
The principal partner, J. B. Daudu SAN former President of the Nigerian Bar Association is a celebrated and pre-eminent legal personality whose dominance in the legal arena cannot be over emphasised. He is specialises in areas of Criminal law, Appeals, Administrative law, Constitutional law, Election petitions among others. Daudu has been an Associate member of the American Bar Association from 1993 till date, holder of a post-graduate Diploma in International Commercial Arbitration, Keble College Oxford, Fellow of the Chartered Institute of Arbitrators FCIArb 2007 and Fellow of the Nigerian Institute of Advanced Legal Studies 2013 FNIALS.
The Law Firm of Rotimi Jacobs & Co,
Rotimi Jacobs & Co is a law firm established in 1997 and has since being in very active practice. The firm’s practice spans both solicitorship and advocacy and has its offices in Lagos and Abuja.
The principal, Rotimi Jacobs SAN started his legal practice in the firm of Gani Fawehinmi &Co upon being called to the Nigerian Bar in 1989 and rose to become the Head of Fawehinmi’s Chambers.
He has served as Special Assistant to the Hon. Attorney General and Minister of Justice of the Federal Republic of Nigeria between 1999 and 2000.
Rotimi Jacobs is the lead Prosecutor in the Matter of Saraki/ CCT and Dasuki’s case.
Olawale Fapohunda, Managing Partner, Legal Resources Consortium, Former Attorney- General, Ekiti State
Promoting Justice Sector Reform
The Legal Resources Consortium (LRC) is a leading public interest law firm based in Lagos. In addition to conducting precedent-setting impact litigation on behalf of vulnerable and marginalised people, it works on law reform and public advocacy, and conduct workshops and training with communities to help ordinary Nigerians know and assert their human rights.
The LRC works with those in greatest need and promotes their basic rights, both human rights and constitutional rights. It increases poor people’s access to justice and women’s and children’s right to live free from violence. The LRC has facilitated the drafting and enactment of a number of public impact legislation and policy statements of the Federal Government of Nigeria. These Include, the Child Rights Act, The Evidence Act, Administration of Criminal Justice Act, National Human Rights Commission Amendment Act, the Legal Aid Council Amendment Act, Anti- Discrimination Bill, Public Petitions Bill,Community Service Bill, National Action Plan for the Promotion and Protection of Human Rights in Nigeria and Guidelines for the Implementation of the Freedom of Information Act.
The LRC’s Managing Partner, Olawale Fapohunda, was the immediate past Attorney- General of Ekiti State. Under his watch Ekiti State recorded a number of firsts in the administration of justice. The first State in Nigeria to publish its agenda for the Administration of Justice, the first State in Nigeria to adopt a Charter for the Treatment of Victims of Crime, the first State in Nigeria to adopt a Register of Sexual Offenders, the first State in Nigeria to establish a Justice and Crime Prevention Cluster, the first State in Nigeria to publish Prosecutors Guidelines, the first State in Nigeria to appoint Legal Advisers to all Ministries and government departments and agencies. Some of the laws and bills enacted under his watch include the Ekiti State Administration of Criminal Justice Law, the Magistrates Courts Law and Coroners Bill.
Fapohunda was a two-time Commissioner of the National Human Rights Commission, was the Vice-Chairman, Federal Government Committee for the Prevention of Torture and previously the Secretary, of the Federal Government Committee on the Reform of the Administration of Justice. He was recently appointed Chairman, Administration of Justice Committee of the Nigerian Bar Association.
He recently facilitated the establishment of a first, widely acclaimed Nigerian Army Human Rights Office. He presently Chairs, two high Level Committees on the Drafting of the Police Bill and the review of the Prisons Act Amendment Bill.
Mr. Olanrewaju Onadeko Director General of the Nigerian Law School
Positioning the Nigerian Law School for Global Excellence
Mr. Olanrewaju Adesola Onadeko, former Director of Public Prosecutions of the Republic of Gambia, has been referred to as the longest serving staff of the Nigerian Law School and he has served in various capacities, he was the Former Deputy Director General of the Nigerian Law School and Secretary to the Council of Legal Education.
During his tenure as Director General there have been considerable developments in the Nigerian Law School.
A backlog of about 10,000 students was cleared and it was without additional cost to the Government.
A new curriculum was introduced using a more interactive teaching method.
The Council of Legal Education approved the establishment of a Quality Assurance Unit to ensure uniform delivery of academic programmes across its six Campuses and advise on common physical facilities. To further this objective the law school entered into partnership with Nigerian Communication Satellite Limited (NIGCOMSAT) for the deployment of classroom solutions, that will enable lectures to be delivered by video conferencing to all the students in the various campuses simultaneously and allow real time on-line participation.
The Nigerian Law School has developed collaborations with institutions offering similar programmes in some countries especially the United Kingdom – University of Law (former College of Law – the foremost Institution training Lawyers at vocational level in UK, with 8 Campuses across UK and nearly 10,000 students); the Inner Temple (UK); Institute of Computer Assisted Instructions, USA; International Association of Law Schools, USA of which the Director General of the Nigerian Law School is a current board member; Association of American Law Schools and the Association of Law Teachers of England and Wales, which held its 50th Anniversary Conference in Cardiff, Wales in March 2015.
An Annual retreat has also been introduced for law teachers to harmonise resources, discuss challenges, new developments in Law.
Infrastructural changes have also been made to the headquarters in Bwari and other campuses.
Professor Ayodele Atsenuwa
“Developing a Coherent framework for the protection of Human Rights in Nigeria”
Professor Ayodele Atsenuwa is a Professor of Public Law in the Faculty of Law at the University of Lagos. She teaches Human Rights Law and Criminal Justice related courses including Criminal Law and Criminology.
In 2015, she was appointed a member of the Committee of Experts on Review of Federal and State Laws in conflict with human rights standards. The 3-person Committee was inaugurated by the National Human Rights Commission in November 2015 to undertake a comprehensive review of all national laws in the statute books and as developed through case law and identify those that directly or indirectly conflict with established human rights standards. This exercise is necessary because numerous legal provisions remain in various Nigerian statutes which reflect values and standards that conflict with human rights norms and standards that Nigeria has acceded to in international law and which are key to securing a life of dignity for people in Nigeria. It is expected that the review will provide the basis for necessary law reform. The Committee recognises that significant work has been done in this direction by others but these efforts have been piecemeal and few have been ineffectual in terms of producing the needed reform. This is the first comprehensive effort that will look at all human rights standards and at the same time look at all laws in force – federal and state. The goal is to evolve a coherent legal framework to support the realisation of all human rights for all people in Nigeria.
THE PRIVATE SECTOR
Adepetun Caxton-Martins Agbor&Segun (ACAS-LAW)
ACAS – LAW is a full service integrated law firm based in Nigeria, which offers a comprehensive range of legal services for its diverse clientele. The Firm’s broad client base ranges from local businesses to foreign governments and multinational corporations and has developed considerable legal expertise and accumulated a wealth of knowledge relating to various sectors of the Nigerian economy. Operating from three locations across Nigeria, ACAS – LAW has gained an enviable reputation as being perhaps the leading energy law firm in Nigeria, and one of Nigeria’s leading corporate and commercial law practices.
ACAS – LAW comprises three core practice groups covering the broad spectrum of corporate and commercial law practice. The Energy/Natural Resources & Project Finance Group,the Corporate & Commercial Group, and the Shipping, International Trade & Dispute Resolution Group.
The Notable Transactions of ACAS-LAW are as follows:
Corporate & Commercial
In a transaction worth USD2 billion, ACAS-LAW advised IHS Nigeria Plc on its purchase of 8,600 communication sites from MTN Nigeria Communications Limited and Emerging Markets Telecommunication Services Limited. In both transactions ACAS-LAW reviewed Asset Purchase Agreements, Master Lease Agreements and Business Transfer Agreements, BTA Lease Transfer Agreement. The firm also reviewed several financing agreements and advised on transaction structuring, tax matters and post-transactions filings.
The ACAS-LAW team was led by Afolabi Caxton-Martins, Senior Partner, Corporate & Commercial Group. Other members of the team were Benedict Unaegbunam (Partner, Corporate & Commercial Group), Olujimi Bucknor, Bidemi Olumide, Paul Okonji and Oyinkan Durosinmi-Etti.
This transaction was notablebecause it was and remains the largest purchase of telecoms infrastructure (towers) in Africa to date. Also, its attendant effects included a significant reduction of service delivery costs and improvement in service quality for both telecommunications companies involved. The transaction was completed in 2015 and it received extensive global media coverage due to its size and impact on the Nigerian telecommunications industry.
Oil and Gas/Project Finance
In a transaction worth USD1.79 billion, ACAS-LAW acted as Nigerian Counsel to BNP Paribas in respect of its syndicated acquisition financing to Oando Energy Resources (“OER”) for the acquisition of the interests which ConocoPhillips held in Nigeria’s upstream JV assets, Brass LNG, and the Kwale Okpai independent power plant in Nigeria.
The ACAS-LAW team was led by Felicia Kemi Segun, Senior Partner, Energy & Project Finance Group. Other members of the team include Benedict Unaegbunam (Partner, Corporate & Commercial Group), Donna Obaseki-Ogunnaike (Partner, Energy & Project Finance Group), John Chibueze, Omolola Coker, Kenneth Uzim, Paul Okonji, and Nnenna Evelyn Eze.
This transaction is notable in that OER’s acquisition of these assets would substantially increase its daily production, thereby placing OER as the largest indigenous producer after the International Oil Companies. This certainly marks a watershed moment in the journey towards the widening and deepening of local participation in the Nigerian oil and gas industry.
ACAS-Law advised Sasol Limited, SA in connection with the $1 billion Escravos GTL project, Nigeria’s first GTL project and also advised the Sasol Chevron Global Joint Venture in relation to the implementation of the project.
ACAS-Law’s advisory on this break-through project covered Sasol Limited SA’s cooperation with Chevron and the NNPC for the design, construction and operation of Nigeria’s first GTL plant using Sasol’s Fischer-Tropsch technology. This entailed advising on the global joint shareholderarrangements reached between the Chevron and Sasol parent companies, advising on relevant financial, revenue and tax laws and the impact of the same on Sasol’s objectives, advising on preferred and optimal business and tax structures to be adopted, advising on the NNPC’s participation in the project and the structuring of the same, reviewing and commenting on drafts of relevant agreements, conducting extensive and detailed due diligence investigations on Chevron and providing necessary business compliance and advisory services. This project was led by Felicia Kemi Segun.
Dispute Resolution (Litigation)
ACAS-LAWsecured a landmark judgement in favour of its client, Moni Pulo Limited which holds interests in an indigenous concession. The judgment related to the requirement to obtain the Petroleum Minister’s consent in order to enable the effective transfer of the controlling shares of its partner on the indigenous concession.
The ACAS-LAW team was led by Funke Agbor, Senior Partner, Shipping, International Trade and Dispute Resolution Group. Other members of the team were Dayo Ayoola Johnson (Partner, Dispute Resolution), Bidemi Olumide, Gabriel Uduafi and Abayomi Alagbada.
This case is significant because the judgment of the Federal High Court in this matter appears to be the first attempt of a Nigerian court to clarify the issue as to whether the takeover or acquisition of the partner’s interest in an indigenous concession by third parties, by way of a share acquisition through other counterparties, without the prior consent of the Minister breached the provisions of the Petroleum Act and its Regulations which require such consent.
From L-R Sola Adepetun, Funke Agbor, Afolabi Caxton-Martins, Felicia Kemi Segun, Benedict Unaegbunam, Taiwo Afonja
Aluko and Oyebode
Described as a “one-stop shop” by Chambers Global, Aluko and Oyebode is one of Nigeria’s foremost commercial law firms. Established in 1993 and employing over 70 lawyers and senior partners, Aluko and Oyebode is renowned for its ability to handle complex transactions. Its transactions range from Mergers and Acquisitions, Banking and Finance, to Public Private Partnerships.
The firm’s headquarters is in Lagos, it also has offices in Abuja and Port Harcourt.
By industry Aluko and Oyebode drove the following transactions in 2015-
Banking and Finance:
Accugas IV Financing
In 2015, Aluko and Oyebode acted as Nigerian counsel to the Lenders in connection with the provision of a US$445,000,000 (Four Hundred and Forty Five Million United States Dollars) senior secured medium term facility to Accugas Limited (“Accugas”), a subsidiary of the Seven Energy Group, for the refinancing of existing facilities obtained by Accugas for the construction of its central gas processing facility, gas pipelines and acquisition by the Group of a gas company and associated gas pipelines.
Aluko and Oyebode was responsible for conducting comprehensive due diligence on the operations, assets and licenses/permits of Accugas, highlighting risks, particularly the insolvency and enforcement risks, arising therefrom and proposing risk mitigants to be addressed via the loan documentation. Aluko and Oyebode also advised on the migration of Accugas’ existing first and second ranking security for the benefit of the refinancing.
The transaction is of major significance as it is one of the largest gas to power transactions in Nigeria. Gas from the project will be utilised for large scale commercial electricity projects and industrial fertilizer plants. The team members involved included Kofo Dosekun (Senior Partner), Oludare Senbore (Partner), Reginald Udom (Partner), Funmilayo Otsemobor (Senior Associate).
Kofo Dosekun Oludare Senbore Reginald Udom Funmilayo Otsemobor Senior Partner Partner Partner Senior Associate
Restructuring/Insolvency of a multinational group of companies with a subsidiary operating in the Nigerian oil and gas sector
Aluko and Oyebode was also involved in advising a syndicate of financial institutions in connection with the restructuring of credit facilities provided to a multinational group of companies with a subsidiary operating in the Nigerian oil and gas sector and the potential insolvency of the subsidiary operating in Nigeria. In this transaction, Aluko and Oyebode advised on the issues affecting the enforcement of security over oil and gas assets in Nigeria, the impact of regulations recently issued by the Department of Petroleum Resources, on the potential equity restructuring of the Nigerian subsidiary, reviewed various global intercreditor arrangements and lock-up agreements between the group, their clients and other creditors of the group and advised on various insolvency procedures and cram down processes under Nigerian law as well as the applicability and enforceability of cross border insolvency and restructuring procedures in respect of Nigerian companies.
This restructuring is important as it is one of the first of a number of restructurings that are likely to occur in the oil and gas sector due to the impact of the fall in crude oil prices on revenues of oil and gas companies.
The Team members involved included
KofoReginaldFunmilayoOmonigho Dosekun Udom OtsemoborErhonsele
Senior Partner Partner Senior Associate Associate
Smile Telecoms Holdings Financing
In 2015, Aluko and Oyebode acted as counsel to the African Export-Import Bank in connection with the provision of US$315,000,000.00 (Three Hundred and Fifteen Million United States Dollars) financing to Smile Telecoms Holding in connection with its network roll-out and expansion programme in a number of African countries including Nigeria. Aluko and Oyebode conducted extensive due diligence on the Borrower, its operations and provided a report on the legal framework for telecommunications operations in Nigeria. In addition, Aluko and Oyebode was responsible for handling discussions with the Federal Inland Revenue Service and Corporate Affairs Commission with respect to stamp duties and registration fees.
Aluko and Oyebode, drafted and negotiated the transaction documents and provided structuring advice in relation to the Nigerian law security documentation which includes security over the telecommunications equipment, assignment of the Nigerian law project documents (including the relevant telecoms licence under which that entity is operating). Aluko and Oyebode also liaised with the National Communications Commission in relation to obtaining its consent for the security to be granted in connection with the transaction and other regulatory approvals required for the transaction.
The transaction is one of the largest telecommunications financing deals in Nigeria. Aluko and Oyebode’s participation in the transaction highlights its continued involvement in high profile telecom financing in Nigerian and Africa.
Kofo Dosekun Sumbo Akintola Solagbade Sogbetun Chukwudi Ofili
Senior Partner Partner Associate Associate
Cross River State Government International Convention Centre
Aluko and Oyebode acted as legal adviser to the Cross River State Government on the project agreement for the construction of the Calabar International Convention Centre. Aluko and Oyebode reviewed the draft Request for Proposal prepared by the Cross River State Government to bring it in line with the procurement laws of Cross River State as well as reviewed and drafted the Management Services Agreement between the Cross River State Government and the Concessionaire.
The project is a public private partnership deal which would contribute immensely to the development of the Cross River State.
The Team members for this transaction included
Oghogho Makinde Partner Ina Arome Associate
Mergers &Acquisitions/Capital Markets
The €198 Million (One Hundred and Ninety Eight Million Euros)acquisition of a Majority Equity Stake in Mansard Insurance Plc
The Firm advised AXA S.A, a global insurance and asset management group, in connection with its acquisition of 100% of Assur Africa Holding, a majority shareholder, which held approximately 77% of the shareholding of Mansard Insurance Plc from Afrinvest, DEG, ADP, FMO and Proparco for €198 Million. Mansard Insurance Plc is a leading insurance company and is listed on the Nigerian Stock Exchange.
Aluko and Oyebode’s roles included advising on Nigerian law issues which impacted on the transaction, conducting comprehensive due diligence on Mansard Insurance Plc and its subsidiaries, with a view to determining amongst others the capital structure, assets and liabilities, contractual obligations, employee liabilities intellectual property rights of the companies and reviewing of the Sale and Purchase Agreement.
Following the successful completion of the acquisition, Mansard is now a fully integrated member of the global AXA group. The company recently underwent a brand change and is now known as AXA Mansard Plc. Consequently, the company now has strong international brand recognition and is able to benefit from the AXA group’s vast international resources.
The Team for this transaction include
Olubunmi Fayokun (Partner) Ayodeji Oyetunde (Partner )Abisayo Olawale-Cole (Associate)
Arbitration Proceedings between Statoil (Nigeria) Limited and Texaco Nigeria Outer Shelf Limited v. Nigerian National Petroleum Corporation
Aluko and Oyebode represented Statoil (Nigeria) Limited and Texaco Nigeria Outer Shelf Limited (“the Claimants”) in a recently concluded arbitration proceedings against Nigerian National Petroleum Corporation (“the Respondents”). The Claimants and the Respondent are parties to a Production Sharing contract (PSC) in respect of an Oil Prospecting License (OPL) 217 which was later converted to Oil Mining Lease (OML) 128 (“OPL 217 PSC”). By virtue of the provisions of OPL 217 PSC, it was agreed between the parties that the crude oil mined from OML 128 will be allocated between both parties, with each party entitled to lift, export and sell such crude oil in accordance with the contractual terms stipulated under the PSC.
Dispute arose between the parties sometime in 2011 and by a Notice of Arbitration dated 23 May 2011, the Claimants demanded referral of the disputes to arbitration. The Claimants claimed that the Respondent committed several breaches of the OPL 217 PSC and that since 2010, the Respondent had been lifting more crude oil from OML 128 than its entitlement, contrary to the Claimants’ Entitlement and Allocation Model, the applicable model, agreed between the parties. The Claimants also claim that the Respondent failed to file the Claimants’ petroleum profit tax returns as stipulated by the PSC. The Claimants sought various declaratory and injunctive reliefs, as well as, damages and interest thereon.
The Tribunal published a partial award in favour of the Claimants, on 17 March 2015. Subsequently on 6 August 2015, the Tribunal published a final award on damages in favour of the Claimants, wherein the Tribunal awarded damages in the sum of US$992,378,698.58 (Nine Hundred and Ninety Two Million, Three Hundred and Seventy Eight Thousand, Six Hundred and Ninety Eight US Dollars) with 2% interest on the damages till liquidation of the debt. The Tribunal also awarded costs of the arbitral proceedings against the Respondent.
This Arbitration proceeding was quite significant as the Tribunal, in making both its Partial and Final Award, took a novel view that arbitral proceedings cannot be stayed by a court order of injunction. This view is in consonance with a recent decision of the Court of Appeal in Nigeria. Aluko and Oyebode was also able to convince the Tribunal that, although a part of the Claimant’s case involved some tax issues, the contractual disputes between the parties were nevertheless arbitrable and the Tribunal had jurisdiction to entertain the Claimants’ claims under the PSC.
The team members for this transaction included
|Tunde Fagbohunlu SAN Senior Partner||Chukwuka Ikwuazom
|Oluwafikayomi Ogunride Associate|
Banwo and Ighodalo
Celebrating 25 years of practice this year, Banwo and Ighodalo is known for its ability to provide innovative and impressive business solutions to its clients. The Firm has considerable experience in Capital Markets, Securities, Mergers and Acquisitions and is one of the leading law firms in Corporate Finance & Restructuring, Project Finance, Foreign Investment & Divestment, Shipping, Aviation & International Trade, Energy & Natural Resources and Intellectual Property. 2015 saw Banwo and Ighodalo’ssuccessful involvement in a number of transactions of particular importance for the country, these transactions include:
US$1.2 Billion Forward Sale and Financing Transaction by the Nigerian National Petroleum Corporation/Chevron Nigeria Limited Joint Venture
In 2015, the NNPC/Chevron Joint Venture closed a US$1.2billion forward sale and financing transaction. The transaction, which won the Thomson Reuters/PFI Magazine “Africa and Middle East Oil Deal of the Year Award 2015” (which is one of the most prestigious in the International financing market and is based on feedback from peers and market operators with full endorsement by the judges at Thomson Reuters /PFI), was undertaken for the purpose of funding the NNPC/Chevron Joint Venture’s multi-year drilling and development programme covering 36 initial-phase (23 onshore and 13 offshore) oil wells located in OML 49 (Benin River, Gbokoda, Abiteye & Makaraba onshore fields), OML 90 (Okan and Meji offshore fields) and OML 95 (Meren offshore field).
This accelerated upstream financing programme was designed by the NNPC/Chevron Joint Venture to address challenges often experienced by the Federal Government Nigeria in providing its counter-part funding of JV upstream activities. This alternative financing package, was the first to combine funding of both oil production as well as domestic gas to support power generation in Nigeria.
The development programme is scheduled to be carried out in two stages: (i) an initial stage of 19 wells to be implemented between 2015 and 2016 and (ii) a second stage of 17 wells, expected to be implemented between 2016 and 2018. The development programme is expected to deliver an additional 41,000 barrels of crude oil per day and projected peak incremental production of 127 million standard cubic feet of gas per day (mmscfd), with estimated $2-5billion revenue to the Nigerian Government. Banwo & Ighodalo acted as legal counsel to the NNPC/Chevron joint venture.
Transaction Team includes:
Ken Etim Kehinde Ojuawo Ayodele Oni Seyi Bella
Dipo Akinbode Rino Ogedegbe
Closing the Domestic Gas Supply Gap through Public-Private Partnerships
Banwo and Ighodalo is also assisting the government in closing the gas supply gap through public-private partnerships. In its evident resolve to tackle the domestic gas supply challenges in Nigeria, the Federal Government of Nigeria has and continues to collaborate with indigenous private sector investors in connection with the conceptualisation, development, financing, commercialisation and marketing of natural gas. To this end, the Federal Government finalised the commercial terms of a 2-phased project for the commercialisation of some of Nigeria’s natural gas. Based on an initial reserves assessment, the gas fields have a proven reserve capacity of 1.4 trillion cubic feet and potential reserves in excess of 14 trillion cubic feet.
The project which is estimated at a total cost of US$700,000,000 (Seven Hundred Million US Dollars) involves a gas processing and tolling arrangement that covers the conversion of wet gas to lean gas, which will ultimately be transported and marketed jointly to consumers. Also, there will be the development and construction of a gas processing and storage facility (with a daily capacity of 400 million standard cubic feet), as well as a 120km gas transportation pipeline for the transportation of wet gas from the sub-sea gas injection manifold to the gas processing facility.This deal is unique because, unlike a typical Build Operate and Transfer arrangement, the private investor will have the option of acquiring a participating interest in the facilities while the Federal Government may in turn acquire interest in investing entity.
Banwo & Ighodalo advised the Federal Government on this transaction and its responsibilities included liaising with the relevant governmental authorities to ensure all regulatory approvals and permits were procured, advising on the project structure and implementation, drafting and negotiating transaction documentation. In a sense, with this project, Banwo&Ighodalo did play a key role in ensuring that Nigeria is closer to meeting its gas needs and truly achieving industrialisation.
The transaction team includes:
Ken Etim Stella Duru Ayodele Oni Chisom Orakwusi
Detail Commercial Solicitors
Detail Solicitors has built a reputation for “specificity”, the firm prides itself for being the first commercial law firm to specialise exclusively in non-court room practice. Detail’s strategy, as the name implies comprises of focusing on the “minutiae” the fine intricacies of legal practice that sum up to excellence. Ayuli Jemide Detail’s lead partner has been described as “a highly capable practitioner with a pragmatic, deal-focused approach, and he manages his team very well.” Chambers & Partners, global commentary 2015. The key transactions DETAIL has participated in includes:
Development of the Lagos State Blue Line Railway
Lagos State Blue Line Railway is (Nigeria’s busiest Railway line, 27 Kilometres carrying 400, 000 passengers daily and creating 8000 jobs). Lagos State Government (LASG) financed the construction of the 27 Kilometre light rail (lines and stations) with the China Civil Engineering Construction Company (CCECC) engaged as the Design & Build (D&B) Contractor. Simultaneous with the award of the D&B, LASG advertised for an Operations & Maintenance Concessionaire to operate and maintain the railway line as a PPP when completed.
DETAIL’s work scope in the projectincludesnegotiating the Design & Build Contract and the Concession Agreement; and Advising on the Procurement Process for the Blue Line O&M Concessionaire.
Heineken’s Purchase of Sona Breweries
This transaction included the first and largest Brewery M&A in Nigeria to date. It was also the first transaction that permitted a law firm to file the application for approval before SEC. Ayuli Jemide led DETAIL in serving as legal counsel to Sona Systems Allied Business Management Limited (SSABM), trading as Sona Breweries, in Heineken International BV’s purchase of its entire equity interests in 5 breweries in Nigeria. Sona Breweries was the 4th largest brewery group in Nigeria. With a view to preparing itself for its divestment to any potential foreign investor, Sona Breweries group required a major pre-divestment restructuring. DETAIL acted as legal counsel/transaction adviser in proffering and executing a structure that created a new company (Newco) into which Sona Group transferred all its ‘’going concern’’ assets without the liabilities. DETAIL’s recommended approach resulted in significantly lower filing fees at SEC.
DETAIL worked with Sona to evaluate private bids from SAB Miller and Heineken and eventually divested to Heineken, which increased Heineken’s capacity by 3.7Million Hectolitres.
Design, Build, Finance, Maintain, Operate and Transfer (DBFMOT) Arrangement for the Second Niger Bridge
DETAIL is advising the Federal Ministry of Works (FMW) on the concession of the Second Niger Bridge valued at N162 billion.The project itself priced at N117 billion, which would see the construction of a 1,590-metre bridge, to form part of the 11-kilometre Onitsha by-pass, after its construction will allow over 5000 vehicles per day. The objective of the project is to provide high quality infrastructure at an economical cost; minimise adverse environmental and social impacts; minimise toll levels charged for the concession and provide job opportunities and improved livelihood for Nigerians.
DETAIL’s role on this project includes advising on the legal and regulatory framework for the project, preparing the legal due diligence report, drafting of the concession agreement and reviewing the project documents.
Integration and Fabrication of the Egina Floating Production Storage and Offloading (FPSO)
This Joint Venture supports the $3.8billion USD Egina project. This will be the first in-country integration and fabrication of an FPSO. A test case for local content and practical transfer of technology. This project would create 55,000 jobs. Ayuli Jemide led a team in advising LADOL on the equity/project structuring for a $350 million joint venture undertaking between LADOL and Samsung Heavy Industries Company, Korea (Samsung) for the fabrication and integration of an FPSO vessel.
DETAIL’s key role was to draft, review and negotiate all necessary agreements as well as provide real time advice on navigating how each of the contracts relate to each other, taking into cognisance the commercial agreements between the parties, Nigerian legislations and regulations.
Financing the Reconstruction of the Lagos – Ibadan Expressway
The Lagos-Ibadan expressway is the main artery from the commercial hub to the North of Nigeria making it of vital importance to the Nigerian economy. With reconstruction cost estimated at N167 billion the project will be the first private sector led Federal Tolled road in Nigeria. It is a sizeable 127 kilometres and 84,000 vehicles use the road daily and so the Federal Government has procured construction contractors to undertake reconstruction and rehabilitation of the expressway. The Federal Government also appointed the Infrastructure Bank Plc as the Lead Arranger to raise financing for the reconstruction works. DETAIL is advising the Infrastructure Bank on the project.
Establishment of the UPDC Real Estate Investment Trust
This transaction introduced a novel mode of transferring title in real estate by a trust structure, saving the client about N3 billion, and helped to deepen the market for more Real Estate Investment Trusts(REITS) to come on-stream after an amendment of the SEC Regulations on the back of this transaction. For the establishment of the N30 billion UPDC REIT, DETAIL acted as Solicitor to the offer and provided legal and project structuring advice to the client on the setting up of a REIT. The REIT was established with the principal investment objective of owning and investing in a diversified portfolio of income-producing real estate in Nigeria with high growth potential. The REIT is close-ended and its units are listed on the floor of the Nigeria Stock Exchange.
Operation and Maintenance of the Lekki-Ikoyi Toll Bridge
The iconic Lekki-Ikoyi Bridge is the first suspension bridge in West Africa and DETAIL acted as Legal Adviser to the Lagos State Government for the operation and maintenance of the Lekki-Ikoyi Toll Bridge, which had a construction cost of N29 billion. The scope of DETAIL’s services included: drafting the transaction documents; negotiating with the prospective concessionaire on behalf of the client; and providing transaction legal advisory support.
The Team that worked on these transactions include:
- Ayuli Jemide Lead Partner
- Mrs. Dolapo Kukoyi, Partner
- Mrs. Tosin Ajose, Associate Partner
- Ms. Seun Lofinmakin, Senior Associate
Ayuli Jemide (Lead Partner)
Mrs. Dolapo Mrs. Tosin Ajose Ms. Seun Lofinmakin
Kukoyi (Partner) (Associate Partner) (Senior Associate)
George Etomi and Partners
The Law Firm of George Etomi & Partners was established in 1984 and has grown to become one of the nation’s foremost commercial law firms with offices strategically located in Lagos, Abuja and Port-Harcourt. The Firm’s mission is to provide timely, qualitative, value-added solutions to client’s business needs. The firm has represented and continues to represent clients in market leading transactions in Nigeria. A few of the transactions the firm has been involved in over the last three years are:
Financing, Acquisition and Merger of Heritage Bank and Enterprise Bank
The law firm of George Etomi & Partners (GEP) advised Heritage Banking Company Limited (now Heritage Bank Limited) on its US$ 300, 000, 000.00 (Three Hundred million Dollars) acquisition of Enterprise Bank from the Asset Management Corporation of Nigeria (AMCON). The firm advised the Bank during all the stages of the transaction, that is, from the initial due diligence phase through to the post acquisition confirmatory due diligence and integration phases. This transaction was particularly innovative in the Nigerian banking sector as Enterprise Bank was the first of the three bridge banks to be offered for sale and thereafter sold by AMCON. One of the key objectives of the transaction was ensuring that upon the successful completion of the merger, the national banking license of the acquired bank would be the sole existing license held by the surviving entity; this objective was successfully achieved. The firm continues to play a strategic role in the integration phase especially through the secondment of two key members of staff to the legal department of the bank, to assist in the smooth integration of both entities.
The Team for this transaction includes:
George Etomi, Femi Fadahunsi, Efeomo Olotu, Aderiike Aderemi, Olufunto Omotoso, Adunola Akindele, Akasemi Ollor, Emmanuel Adikema, and Timeyin Bob-Egbe.
Purchase of 60% Shareholding in an Electricity Distribution Company
During the privatisation of the Power Holding Company of Nigeria, the firm advised a successful bidder on its USD$ 135 million acquisition of 60% shareholding in a major electricity distribution company from the Bureau of Public Enterprise and the Nigerian Ministry of Finance. The firm undertook the initial Due Diligence exercise, and along with a renowned international law firm, reviewed and negotiated all legal documents and agreements. This transaction was particularly innovative as the power sector had hitherto been under the sole ownership and control of the Federal Government.This transaction won the firm the accolade of “Deal Maker of the Year” from the Acquisition International M&A awards 2013.
George Etomi, Femi Fadahunsi, Efeomo Olotu, Aderiike Aderemi, Akasemi Ollor, and Emmanuel Adikema.
CBN – Nigerian Electricity Market Stabilisation Facility (CBN-NEMSF): Legal Advisory Services
The Central Bank of Nigeria (“CBN”), supported the provision of a facility/fund (the CBN-Nigerian Electricity Market Stabilisation Facility (“CBN-NEMSF”), aimed at settling the outstanding payment obligations due to certain participants in the electricity sector. The firm provided legal advisory services to a major electricity distribution company in connection with the fund, which included the preparation of relevant documents for submission, review of the principal, ancillary agreements and all other required documentation.This transaction was highly significant because this was the first time in which such funds were injected into the Nigerian power sector.
Seun Kelani (Senior Associate) and Emmanuel Adikema (Associate).
Embedded Generation Projects: Legal Advisory Services
A major electricity distribution company published a Request for Proposal, inviting private investors to submit bids for the generation of electricity in the form of Embedded Generation. The Firm is currently advising the distribution company in the drafting and negotiation of various Power Purchase Agreements and other ancillary agreements. The client, a distribution company in Nigeria, is leading the pack in Embedded Generation drive as most embedded generation projects have yet to be approved by the power sector regulator, NERC. It is significant because that client is the only electricity distribution company that has submitted different power purchase agreements to the regulator for its approval.
The Team for transaction includes:
Seun Kelani and Emmanuel Adikema.
Akwa Ibom State and Cardiocare Medical Services Limited – Development and Management of the Ibom State Hospital (Ish), Uyo, Akwa Ibom, Nigeria.
The firm acted as Legal adviser to Cardiocare Medical Services Limited (the Company), an international consortium of medical experts in its partnership valued at approximately USD$75,000,000.00 (Seventy Five Million Dollars) with the Akwa Ibom State Government to develop and manage the newly constructed 300 bed Multi-Specialty Hospital ‘Ibom Specialist Hospital. The firm structured the transaction, negotiated and prepared all the transaction agreements and continue to provide legal advice and support on all aspects of the management of the hospital.This deal was innovative not only because of its magnitude and complexity but also because it is one of the pioneer Public Private Partnerships in the Nigerian health sector.
The Team for this transaction include:
George Etomi, Seun Kelani, Olufunto Omotoso, and Adunola Akindele.
Legal Advisory Services to Green Energy International Limited on the Transfer of 40% Interest in OML 11
The firm acted as the legal adviser to an indigenous company, Green Energy International Limited on the transfer of its forty percent (40%) economic and participating interest in Otakikpo Marginal Field (OML 11) to Lekoil Limited. The firm reviewed and advised the client on the Definitive Agreements and also made positive recommendations to successfully resolve critical deadlock clauses.
The team for this transaction included:
Mr. George Etomi, Efeomo Olotu and Mr. Chukwuma Okolo.
Giwa-Osagie & Co
Giwa-Osagie & Co. is a top tier commercial law firm with over 25 years’ experience in corporate/commercial law and dispute resolution. The firm’s has a reputation for providinghigh quality legal service and doing so with an impressive degree of professionalism. Giwa-Osagie & Co’s core competence lie in its experience and its seasoned lawyers. The firm openly asserts its intentions to distinguished itself by offering legal services that are at par with the highest global standard of quality and the firm represents Nigeria on the Lex Africa Board while also a member of Mackrell International. Giwa-Osagie & Co has offices in Abuja and Lagos. Partners are Mr. Osayaba Giwa-Osagie (Senior Partner), Mrs. Bosede Giwa-Osagie (Partner) and Mr. Joe Ogunu (Partner).
Giwa-Osagie last year was involved in the following projects which fall into our assessment of major transactions serving to shape our country today and will continue to do so in the future:
Giwa-Osagie & Co acted as Legal Advisers on the first Gas Supply Contract in Nigeria between a cement manufacturing company and a gas company.The firm also reviewed the Engineering, Procurement and Construction (EPC) Contract in respect of an offshore construction for a multinational company to the value of $201,000,000.00 (Two Hundred and One Million Dollars).
Giwa-Osagie &Co advisedthe Nigerian manufacturing company on its N5,000,000,000.00 (Five Billion Naira) Gas Pipeline Construction Agreement for the design, construction and installation of a gas circuit pipeline connecting the Company’s cement and power plants to the Nigerian Gas Company Metering Plant.
In another project Giwa-Osagie & Co served as counsel to a Power Company on the implementation of a Dam Hydroelectric Project in Northern Nigeria. Giwa-Osagie & Co advised on the Power Purchase Agreement and Implementation Agreement between the company and the state government. The firm also carried out due diligence exercises on the various companies involved in the project.
Giwa-Osagie & Co advised a leading cement manufacturing company on the construction of its $53,000,000.00 (Fifty Three Million US Dollars) second cement line and power plant. The firm also advised on the Engineering, Procurement and Construction (EPC) Contract, onshore and offshore contracts.
Giwa-Osagie & Co further advised a leading company on its road project in South- South Nigeria. The firm advised the company on structural options, most especially Public Private Partnerships (PPP) and review of the Federal Government of Nigeria’s policy on PPPs and the relevant PPPs law of the relevant State. Giwa-Osagie & Co also advised on the Memorandum of Understanding between the company and the State Government and also drafted and advised on a Framework Agreement between the company and the State Government.
Giwa-Osagie & Co advised a Nigerian cement manufacturing company on its Engineering, Procurement and Construction Contract (EPC) for the supply and installation of a captive power plant at a Cement plant in South-Western Nigeria. The firm advised on the Onshore and Offshore contracts and Management contract.
Banking and Finance
Giwa-Osagie & Co advised a German Bank on a Gas and Supply Agreement between the Bank, the Power Holding Company of Nigeria and an international oil company. The firm advised the Bank on all aspects of the various incidental agreements, particularly on the conditions for the issuance of a multi-million dollar Letter of credit, representations and warranties of the parties involved.
Giwa-Osagie & Co advised a Trustee Company and a State Government on the State’s N5, 000,000,000.00 (Five Billion Naira) Floating Rate redeemable Revenue Bond.
The Firm also advised a South African telecommunications company on the proposed $500m Guarantee by its Nigerian subsidiary in its Senior Unsecured Term Loan and Revolving Credit Facility.
Giwa-Osagie & Co advised a leading manufacturing company on its N50, 000,000,000.00 (Fifty Billion Naira) secured bond issue programme.
The firm advised a South African bank on structuring a $25 Million bridging facility and $125 Million Term Loan for financing the Turn-Around Maintenance and the provision of Working Capital for a petrochemicals company in South Eastern Nigeria.
Mergers & Acquisitions:
Giwa-Osagie & Co advised a multi-national agro-allied company on pre-merger, merger and post completion matters on a multimillion business combination and acquisition transaction involving three major flour mills in Nigeria. The Firm also conducted legal due diligence on the three flour mills.
Giwa-Osagie & Co advised a South African Telecommunications company on its proposed acquisition of a telecoms company in Nigeria.
The firm acted as Transaction solicitors to a Nigerian Bank in its divestment from its subsidiaries in several sectors ranging from insurance, health, technology and finance.
Giwa-Osagie & Co is currently advising a Nigerian Bank in its divestment from banks in West Africa and its subsidiaries in Nigerian companies operating in the health sector.
Giwa-Osagie & Co advised a South Korean based Engineering Company on its proposed operations in the Oil and Gas industry in Nigeria; particularly on regulatory issues which included compliance with the Nigerian Oil & Gas Industry Content Development Act, 2010 (the Local Content Act), immigration, tax, exchange control and foreign investment laws in Nigeria.
Osayaba Giwa-Osagie, Bosede Giwa-Osagie, Joseph Ogunu
Osayaba Giwa-Osagie Bosede Giwa-Osagie Joseph Ogunu
Odujinrin and Adefulu
Odujurin and Adefulu is one of Nigeria’s oldest surviving partnerships with offices in the main commercial centers of the country including Lagos, Abuja and Port Harcourt. The firm is recognised for its solid grasp of the business and investment environment in Nigeria. Odujurin and Adefulu’s practice areas are Energy and Natural Resources, Corporate and Project Finance, Real Estate, Commercial Transactions & Dispute Resolution. The Firm adopts a caring, innovative, entrepreneurial and collegial approach towards its clients’ needs.
Odujinrin and Adefulu was involved in the following transactions.
HBCL Investment Services Limited (a subsidiary of Heritage Banking Company Limited) US$ 282,000,000.00 Acquisition/SME Financing and Working Capital Facility for the Acquisition of Enterprise Bank Limited
A two tranche US$282,000,000 Acquisition/SME Financing and Working Capital Facility between HBCL Investment Services Limited as Borrower/Guarantor and Heritage Banking Company Limited (“HBCL”) as Guarantor and Afreximbank as Arranger, Agent, Security Trustee and Lender for the acquisition of 100% shares in Enterprise Bank Limited (one of the rescue banks created by the government to salvage the comatose Spring Bank). The team included Damilola Adetunji (Partner in Charge), Olakemi Salau (Project Coordinator), Jide Babalola, Adeyinka Thomas and Oyinkansola Annie (Project Team members).
The transaction was arranged in furtherance of the very first sale to be effected by the Asset Management Corporation of Nigeria pursuant to its acquisition of banking interests following the crisis previously experienced in Nigerian banking sector.
The transaction involved the acquisition by a smaller bank (with a regional banking licence) of a larger bank (with a national banking licence). Accordingly, structures were put in place to achieve a credible security build up through the life of the loan whilst avoiding a breach of the Nigerian law financial assistance restrictions. The nature of the security pledged was also significant as this involved placing a lien on the liquid assets of a bank and engaging the services of an independent custodian to give effect to the structures built into the Facility Agreement.
Acquisition of Equity Interests in Various Cement Manufacturing Companies in Africa
The firm, acting as transaction counsel successfully advised Lafarge Africa Plc and its parent, Lafarge SA Paris in a USD1.35 Billion equity acquisition in four major associated companies i.e. 58.61% of the equity shareholding of AshakaCem Plc, 100% of the equity shareholding of Atlas Cement Company Limited, 100% of the equity shareholding of Lafarge South Africa Holdings (Pty) limited held by Financier Lafarge S.A. Limited and the acquisition of 50% of the issued and paid up shares in Egyptian Cement Holdings B.V.
As joint transaction counsel, The Firm assisted the transaction parties on all necessary aspects of the deal including: negotiating the various share purchase agreements to cater for varying cross border interests, assisting in shareholder sensitisations to enable shareholder approval of the transaction, guiding the client on the requisites of a transaction oriented general meeting, assisting in managing dissenting minority interests affecting the deal and provision of regulatory liaison support. The Firm’s deliverables under the transaction were urgently met given the limited timelines involved. Consequent upon the acquisition of equity interests, the firm assisted to effect certain regulatory filings to give effect to the acquisitions in Nigeria. The team included Damilola Adetunji (Partner in Charge), Nnamdi Esionye & Olubukola Olabiyi (Project Coordinators), Oluwafunmilola Akinboade, Jide Babalola, Adeyinka Thomas and Oyinkansola Annie (Project Team members).
This transaction is regarded as one of the largest experienced on the Nigerian Stock Exchange in recent times. The successful completion of the acquisitions resulted in the creation of an enlarged Nigerian listed entity with presence in Africa’s two largest economies (Nigeria and South Africa). The deal provides a platform through which the Lafarge Group will be more competitive in Africa.
Oyo State Government N55 Billion Debt Issuance Programme
Odujinrin & Adefulu (“O&A”) acted as Joint Solicitor to the Trustees in the maiden N55 Billion Debt Issuance Programme by the Oyo State Government of Nigeria (the “Programme”). In February 2015, the Series 1, N4.8 Billion 16.5% fixed rate development bonds due 2022 under the Programme were issued. The proceeds of the bonds was set out to be used for vital developmental projects in the State such as mini water works schemes, road transportation, construction of maternity and pediatrics centers, etc. The team includes Damilola Adetunji (Partner in Charge), Olubukola Olabiyi (Project Coordinator), Jide Babalola and Oluwafunmilola Akinboade (Project Team members).
The transaction is the very first bond issuance by the Oyo State Government. Given the pioneer status of this transaction for the State Government, the firm, in conjunction with other transaction consultants, advised on the requisites for creating an enabling legal environment which can be leveraged on to ensure a successful bond issuance. It is hoped that subsequent related transactions will be in a position to utilise the foundation which we have assisted the State Government to put in place in this regard.
A US$119,100,000.00 syndicated acquisition and working capital facilities granted in favour of northwest power limited
The firm advised the syndicate lenders (African Export Import Bank Cairo and Fidelity Bank Plc), in conjunction with the UK Office of Hogan Lovells LLP, in a US$119,100,000.00 acquisition and working capital facilities granted to Northwest Power Plc for, inter-alia, the acquisition of Kaduna Electricity Distribution Plc pursuant to the power privatisation exercise of the Nigerian government. The team included Damilola Adetunji (Partner in Charge), Olakemi Salau (Project Coordinator), Jide Babalola and Adeyinka Thomas (Project Team members).
The firm considers this transaction significant given that same was structured as receivables backed. However, to the extent that the receivables were in respect of proceeds arising from the operations of the acquired entity, there was the risk of breaching the Nigerian law provisions against financial assistance. Accordingly, the facility was carefully structured as two tranches i.e. acquisition and working capital facility to ensure compliance with the financial assistance rule in Nigeria. The firm advised on the security structure of the transaction vis-à-vis the financial assistance rule to ensure that the lenders took security/control over the revenue and assets of the target company within permissible limits.
Damilola Adetunji. Partner.
Nnamdi Esionye. Senior Associate
Olubukola Olabiyi. Senior Associate
Olakemi Salau. Associate
Jide Babalola Associate
Oluwafunmilola Akinboade. Associate,
Adeyinka Thomas. Associate, Oyinkansola Annie. Associate
Olaniwun Ajayi LP
Specialising in corporate and commercial law with a reputation spanning over four decades, Olaniwun Ajayi is internationally recognised for its expertise in private equity, restructuring, Mergers &Acquisitions, Telecoms and transport sector. Olaniwun Ajayi LP (OALP) played an integral role in a number of significant transactions commenced or concluded in 2015. They included:
Azura Independent Power Project (IPP)
In this transaction, OALP was engaged to advise a syndicate of lenders, including local and international commercial banks, development finance institutions, and multilateral agencies, in relation to the construction, completion, ownership and operation by Azura (the Borrower) of a 459MW nameplate capacity open cycle gas-fired power plant to be located in Edo State, Nigeria.
The transaction is the first IPP Project in Nigeria to successfully raise long-term debt financing from both local and international lenders. Achieving financial close was a landmark event for the development of Nigeria’s power sector and is expected to be the catalyst, and template, for subsequent IPPs. On completion, the Project is expected to significantly boost production in the power sector by bridging the supply gap, in line with the Federal Government of Nigeria’s (FGN) policy objectives outlined in the Power Sector Roadmap, 2010. It is also the first generation project in Nigeria to receive credit support in the form of the World Bank Partial Risk Guarantee and the Multilateral Investment Guarantee support.
While the transaction threw up a series of complex issues (including recondite insurance/reinsurance, international commercial arbitration and foreign exchange issues), of particular interest are the contractual mechanisms developed by lenders to protect their interests, such as the put and call option agreement (PCOA) and the put and call option agreement direct agreement (PCOA DA), (both of which are the first of their kind) and other mechanisms to hedge against counterparty and political risks. The PCOA, for instance, innovatively provides that on the occurrence of certain triggers, the FGN will be obliged to acquire the plant or shares at a value equivalent to the lenders’ exposure. The team members for this transaction include Professor Konyinsola Ajayi, Mr Wolemi Esan, Mrs. Ibi Ogunbiyi, Mrs. Folake Alabi and Mr. Joba Akinola.
The Nigerian Depositary Receipt Programme
OALP also assisted the Nigerian Stock Exchange (NSE) birth its flagship Naira denominated depositary receipts programme. While a number of Nigerian banks had previously undertaken global depositary receipt programs, the depositary receipts created by those programs were designed to be listed and traded on foreign exchanges. In contrast, the NSE’s depositary receipt program, (which was developed to deepen the Nigerian capital market), sets out a platform for the issuance of Naira-denominated depositary receipts against foreign underlying securities, which will be listed and traded on the NSE.
In advising on the structuring of depositary receipt program, OALP navigated an uncertain regulatory regime; given the novelty of the product. In particular, Nigerian securities and tax laws had not expressly provisioned for these products, and OALP assisted in charting the path, liaising with key sector regulators and obtaining requisite approvals. OALPalso drafted the specific rules establishing both sponsored and unsponsored depositary receipt programs, which were approved by the Securities and Exchange Commission in May 2015.
The team members involved were Mr. Tominiyi Owolabi, Mrs. Anu Balogun, Mrs. Funke Fawehinmi, Mr. Damilola Salawu, Mr. Opeoluwa Osinubi.
United Nations Economic Commission for Africa Infrastructure Financing
OALP was also engaged as consultants to the United Nations Economic Commission for Africa (UNECA) in pursuance of the African Union’s 2063 Agenda, to examine the root and proximate causes of the African infrastructure deficit, and advance strategies for financing infrastructure projects in Africa.
OALP’s engagement came on the heels of an increased continental focus on the promotion of African solutions for African problems through domestic resource mobilisation, and in this regard, OALP’s mandate was to identify strategies to incentivise investment by Africans in African infrastructure projects, in general, and in particular; in a series of transboundary infrastructure projects, conceived under the aegis of the Programme for Infrastructure Development in Africa. As consultants, OALP initiated and coordinated expert group meetings and submitted a report on enhancing policy, legal and regulatory environment for infrastructure financing in Africa which was published by UNECA in 2015.
Project Key team members were Professor Konyinsola Ajayi, Dr. Khrushchev Ekwueme, Mr. Wolemi Esan, Mrs. Ibi Ogunbiyi, Mrs. Shade Oluyadi.
OALP’s Management team
Mr. Tominiyi Owolabi
Mr. Wolemi Esan
Mrs. Ibi Ogunbiyi
Mrs. Anu Balogun
Mr. Damilola Salawu
Mrs. Folake Alabi
Solola and Akpana
Solola &Akpana is a leading general practice law firm in Nigeria with a bias for corporate, commercial and oil & gas transactions, as well as litigation and arbitration. Established in 1997, it has fully functional offices strategically located in Abuja, Lagos and Port Harcourt. The firm is organised around 3 core Practice Groups to wit; Corporate/Commercial, Energy & Natural Resources and Litigation & Arbitration Groups, with each practice group headed/supervised by at least one of its 4 Partners.
Below are some recent public/private sector transactions in which the firm has been involved as transaction counsel:
Oil & Gas
Solola & Akpana currently acts as transaction counsel in the development of a Gas Storage Plant at Rumuolumeni, Rivers State for an indigenous gas company. The Project involves the design, engineering, procurement, installation and construction of a liquefied petroleum gas storage facility.
The firm recently concluded provision of legal advice to the West African Gas Pipeline Company in the review, amendment and redrafting of the International Project Agreement entered into between Nigeria, Ghana, Togo and Benin Republic for the supply of gas through the $1 billion West African Gas Pipeline from Nigeria to Ghana, Togo and Benin Republic. Solola & Akpana advised on the review, amendment, redrafting of all associated commercial agreements of the West Africa Gas Pipeline including international gas sales and purchase/transportation agreements. Financing
Solola & Akpana currently acts as transaction advisor to a leading Nigerian Commercial Bank on financing the acquisition of a Tug and Supply and Vessel by a wholly-owned Nigerian Company for operations in the Nigerian Maritime Industry. The firm’s responsibilities on this transaction include the preparation of the financing agreements, legal due diligence in the vessel’s international jurisdiction, registration of the vessel at the Nigerian Maritime Administration and Safety Agency, and registration of the Mortgage at both NIMASA and the Corporate Affairs Commission. The transaction value is in excess of $30 million.
Solola & Akpana recently advised an international finance institution on two proposed loan transactions in the value of $124million and $75million respectively to two corporations for purposes of paying the corporations’ respective bid price for power distribution companies in Nigeria. .
Solola & Akpana currently acts as transaction advisor to a Nigerian company on the acquisition of a 20% stake in a Nigerian development finance institution. The firm’s responsibilities in this transaction include conducting legal due diligence on the Bank, preparation of the Share Sale Agreement, Registration of the acquired interest at the Corporate Affairs Commission and Securities and Exchange Commission and also ensuring compliance with CBN guidelines. The expected capital injection from the transaction is expected to boost the Bank’s liquidity thus providing more capital base to boost small and medium enterprises in Nigeria.
The firm recently acted as Nigerian Counsel in a global restructuring of the Nigerian affiliate of a global group (which supplies custom-engineered rotating equipment solutions for applications in the oil, gas, process, power, and other industries worldwide). This was an international transaction involving complex and contemporaneous restructurings of the Group’s affiliates and subsidiaries in Belgium, Brazil, France, Germany, Italy, Japan, Luxembourg, Mexico, Netherlands, Nigeria, Thailand and USA
Solola & Akpana recently acted as transaction counsel for an indigenous construction company in a contract for the construction of the M10 Freeway Phase1 Project in Rivers State which includes the construction of about 10 kilometers of freeway, the design and construction of 5 bridges, and complete street light installation. The project is estimated in excess of N30 Billion.
The firm recently acted as transaction counsel for another construction company in its contract for the development of an internal township and mixed-use Project which comprises financing and construction of roads, residential buildings, shops, electrical distribution reticulation, sewage and waste management facility. The estimated value of the project is in excess of N9 Billion
Solola & Akpana currently acts as transaction counsel in the development of a Port Terminal for the Indorama Eleme Fertilizer project in Rivers State. The project involves the design, engineering, procurement, installation and construction of a Port Terminal consisting of a multi-purpose Jetty, Storage Facilities and Terminal Infrastructure at the Onne Free Zone, Port Harcourt. The transaction is estimated to cost circa $120 million.
Public Private Partnerships
Solola &Akpana currently acts as transaction counsel in a public private partnership transaction between a State Government and an Special Purpose Vehicle (SPV) for a project which includes the development and construction of a mixed-use Centre comprising purpose built office blocks, retail and shopping malls, entertainment halls, a luxury hotel, a theatre, and a conference and events centre and a secured parking area.
The firm currently acts as transaction counsel in a public-private partnership transaction between a State Government, a private developer and a reputable international ICT company. The project is on a BOT arrangement for the construction, development and operation of an ICT village which will comprise an innovation hub, several training centres, small business and entrepreneurial centres and surrounding residential estates. The estimated value of this project is in excess of $78 million.
Solola & Akpana recently acted as transaction advisor on behalf of a Consortium of Investors on the bid for acquisition of 70% stake in the Benin and Omoku Power Generation Plants. The firm was responsible for the preparation of the bid, review of the transaction documents, Gas Purchase Agreements, drafting of the Technical Service Agreements and other relevant legal documents.
The firm also recently advised a bidder in its bid for the acquisition of 80% interest in the Benin Generation Company in the recently concluded bid process and privatisation of the NDPHC’s generation companies.
Iboroma Akpana (Partner)
Henry C. Chibor (Partner)
Esosa Omo-Usoh (Partner)
Abimbola Odunaike (Senior Associate)
Templars is one of the outstanding commercial law firms in Lagos. The firm’s strategy focuses on meeting the commercial objectives of its clients while provides legal services. Specifically it helps clients navigate the risk involved in doing business by designing a variety of risk management tools. It has offices in the major cities- Lagos, Port-Harcourt, Uyo and Abuja.
Templars has been involved in the following major transactions:
The Azura Power West Africa Limited Financing and Development of a US$1 Billion Gas-Fired Independent Power Plant (450MW) in Edo State.
The Azura project is Nigeria’s first privatised and purely project-financed independent power plant (IPP) which commenced in 2012, and reached financial close on 28 December 2015. Upon completion of construction, the project will contribute to the supply of power to the national grid.
The first phase of the project which is expected to come on stream in mid-2018 is a 450MW open cycle gas turbine power station. Subsequent phases are intended to grow the plant to an installed capacity of 1,500MW.
An estimated 12 million Nigerians are expected to benefit from the first phase which would account for approximately 10% of Nigeria’s current power generation capacity.
The significance of the project to Nigerian economy cannot be overestimated. Once in operation, the Azura IPP will provide critical base-load to help in meeting Nigeria’s growing electricity demand, and is expected to spur up economic activities in Southern Nigeria. The project is expected to directly employ over 1,000 people during the construction and operation phases, with many more jobs being created in and around the host communities as a result of more power being available to local businesses and government. Also, the project has encouraged significant investment in gas development by the project’s gas suppliers and will appreciably reduce gas flaring.
The pioneering nature of the Azura transaction has led to the creation of a suite of bankable template documents to be used on future project-financed IPPs. The project therefore signals the beginning of a series of project-financed greenfield IPPs in Nigeria as part of efforts to drive growth in and generally improve the Nigerian power sector.
The project has significantly increased foreign direct investment into Nigeria at this time when the foreign reserves of the country is at the lowest ebb. The first phase alone has attracted an approximately US$1 billion in both debt and equity provided by more than 15 financial institutions in more than 9 countries, including the IFC, FMO, KfW, DEG, Proparco, RMB, FCMB, OPIC and Standard Chartered Bank, and equity investors like Amaya Capital, American Capital Energy & Infrastructure, Aldwych International and the ARM-Harith Infrastructure Fund. The Edo State Government through its provision of land, infrastructure and support is also a stakeholder in the project.
Templars’ involvement in the transaction dates back to 2012, and the firm has been instrumental in bringing the transaction to its successful close. As Nigerian counsel to the project company and sponsors, Templars advised on a number of issues including licensing and permitting, shareholder issues, site acquisition and related disputes, host community relations, exchange control issues, and negotiation of the various project and financing documents.
The transaction is hugely innovative and significant for various other reasons including for being:
- the first of a new wave of project-financed greenfield IPPs currently being developed in Nigeria;
- the first truly independent power plant to be designed to supply to the national grid rather than for captive or embedded supply;
- the first Nigerian power project to benefit from the World Bank’s Partial Risk Guarantee support, specifically created to meet the development needs of emerging markets;
- the first Nigerian power project to receive political risk insurance from MIGA for equity and commercial debt; and
- the first power generating company to enter into a Power Purchase Agreement with the government backed bulk power purchaser, Nigerian Bulk Electricity Trading plc (NBET).
First row L-R: Olumide Akpata, Desmond Ogba, Oladiran Ajayi
Second row: Oghogho Akpata, Chike Obianwu, Mojisola Fashola
The Initial US$400 Million Financing for the Development of an Entirely New City – The Eko Atlantic City
The Eko Atlantic city is a public-private sector partnership based on a multi-year concession granted to South Energyx by the Lagos State Government.
The project involves extensive land reclamation and construction of a seawall and the development of a mixed use piece of high-end real estate and basic infrastructure off the coast of Lagos. It is proposed that upon completion, the new city (which is comparable to the Palm Island Dubai) will measure approximately one and half times the size of Victoria Island, Lagos.
The new city which boasts of marvel state-of-the-art engineering and technology would not only contribute the housing needs of Nigeria through its first class residential, office, leisureand hospitality development, it would also that would serve as a key tourists’ destination globally. The project would boost infrastructure development, revenue generation, employment opportunities and tourism and would extensively minimise the recurring erosion of the Lagos coastline.
Templars assisted the initial debt financiers of the project on all aspects of the project ranging from due diligence on the project concession, regulatory and bankability issues, risk analysis, title and jurisdictional issues over the reclaimed land, environmental issues, and the negotiation of the finance documentation. Templars has also continued to advise other financiers on the project on the provision of facilities to the Project Company backed by guarantees issued by leading Nigerian banks.
The Nigerian Communication Commission (NCC) Development of the Open Access Model for Next Generation Optic Fibre Broadband Network in Nigeria
This project involves the establishment and licensing of seven Infrastructure Companies (Infracos) under the Next Generation Optic Fibre Broadband Network Deployment plan. The proposed “Open Access Model” will ensure the delivery of fast and reliable broadband services on a wholesale basis and also address the challenges of congestions occasioned by unplanned cities and towns, poor infrastructure sharing and other issues such as high costs of rights of way for telecommunication companies in Nigeria.
Templars’ involvement in the project since conceptualisation includes assisting with the bidding process for the Infracos, policy formulation, preparation/review of the Infraco conditions for contract, licensing and operational issues of the Infracos and generally advising on the transaction structure.