TRANSACTION HIGHLIGHTS: MERGERS & ACQUISITIONS EQUIT Y CAPITAL MARKETS

LEGAL SOLUTIONS THAT MAKE BUSINESS SENSE.

CONTENTS

Mergers and Acquisitions Equity Capital Markets

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Our Firm

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Mergers and Acquisitions Recent Highlights

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Equity Capital Markets Recent Highlights

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Africa-Wide experience

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Our Team

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BOWMAN GILFILLAN AFRICA GROUP

MERGERS & ACQUISITIONS EQUITY CAPITAL MARKETS

We have recently been involved in a number of noteworthy M&A and ECM transactions across the continent, which demonstrate our depth of expertise, and ability to provide flexible, solutionsorientated and strategic advice. A summary of recent M&A and ECM firm highlights is enclosed. Predicting deal activity in the M&A and ECM space for the coming year is a tricky exercise, but there are certain to be opportunities and here are some of the important drivers. 2015 saw the announcement of a number of global mega-mergers - the one which most directly impacts Africa, and South Africa in particular, is the proposed merger of SABMiller plc and AB InBev. We see this as a countinuing trend in 2016. If such deals continue to eventuate they, will have a direct impact on various countries on the continent as well as help to drive other unrelated deal activity. This would supplement an already healthy standalone interest in African investment, with certain jurisdictions obviously being more attractive and open to investment than others. Depressed commodity prices and depreciating currencies also create M&A opportunities, domestic and cross-border, as many of the listed companies in some African jurisdictions (including South Africa) are relatively cheap and thus attractive for potential domestic and cross-border suitors. We anticipate an uptick in interest in the continent from the private equity sector in 2016. Amongst

other things, disappointing growth in other emerging markets has helped to retain interest and maintain activity in higher growth countries across Africa, as well as lower growth countries in which it is easier to get deals done. Based on, amongst other things, recent M&A transactions that have been announced, the developmental stage of many countries on the continent, urbanisation and growing middle classes, it is anticipated that deal activity in 2016 will be experienced across a wide range of sectors including retail and consumer goods, pharmaceuticals, agriculture, education, telecommunications and financial services. Oil and gas also presents opportunities as regulatory regimes in certain countries get bedded down or stream-lined: developments in this regard in South Africa have recently been announced in the media. Clearly, however, the price of oil is critical to developments in this sector.

“We have “a pan-African scope” to our “corporate practice” and our “ability to service inbound investors and multinationals” has enabled us “to tap into the growth in Chinese and US investment across Africa”.” - Legal 500 EMEA 2015

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BOWMAN GILFILLAN AFRICA GROUP

The geographical source of foreign direct investment (FDI) also appears to be expanding. We are seeing lively FDI interest in Africa from North America, China, Western Europe, Japan and India to name a few, even when compared to levels of interest 18 to 24 months ago. Our sense is that the United States, for one, has become more prepared to accept the risks and pursue the prospects that Africa presents and we expect to see more deals, or at least interest, emanating from the region going forward. From a South African perspective, cross-border opportunities have helped to buttress domestic activity and keep M&A buoyant, despite a slowing domestic economy and energy concerns. We anticipate enhanced activity in this regard arising from a depreciating ZAR and depressed commodities markets. It has become well established that South African deals are, in many instances, driven by investors who would like to establish launch pads for broader African investment. South Africa does not, however, enjoy exclusive African gateway status. Other African cities are also gaining or improving their positions in this regard. Nairobi, where we have a significant office with more than 100 people, is a notable example in respect of the East Africa region. Lagos obviously remains key to Nigerian access but, in our view, is yet to be seen as a broader West African gateway.

MERGERS & AQUISITIONS

across the continent), South Africa, Tanzania and Uganda. We also have best friends in Nigeria and close connections in a number of other jurisdictions. This gives us the knowledge, capacity, local specialist expertise and resources to co-ordinate cross-border deals in the African countries that are attracting the most investor interest at present. We are looking forward to a vibrant year helping our clients find innovative transactional solutions and take advantage of the huge opportunities across the continent.

EZRA DAVIDS Chairman of Corporate/ M&A Department

CHARLES DOUGLAS Head of M&A Practice

We advise clients throughout Africa from our integrated offices in Botswana, Kenya, Madagascar (for coverage of francophone OHADA jurisdictions

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OUR FIRM

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 FOOTPRINT IN AFRICA

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.

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.

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BOWMAN GILFILLAN AFRICA GROUP

Bowman Gilfillan Africa Group offices Relationship firm Francophone Africa coverage Significant transaction or advisory experience

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B OW M A N G I L F I L L A N A F R I C A G RO U P

MERGERS & ACQUISITIONS: RECENT HIGHLIGHTS BY SECTOR

Agriculture Agri-Vie, the food and agribusiness investment fund, on various investments by the fund in Kenya, Tanzania and Uganda, including its investments in Tanzania Food Corporation, the ultimate owner of a cattle and arable farming venture operating as Mtanga Farms Ltd situated in Iringa, Tanzania; and the poultry and feeds business of Biyinzika Enterprises, Uganda. COFCO (Hong Kong) in relation to South African competition approvals which are required in respect of its USD 1.5 billion acquisition of 51% of the agricultural business of Noble Agri. Platform Speciality Products Corporation in respect of its USD 3.5 billion acquisition of 100% of the issued share capital of Arysta LifeScience, a global provider of crop protection and life science products.

Finance, which increased BRITAM’s current shareholding in the company to approximately 49%. The deal was valued at USD 26.3 million. BRITAM is one of the largest mortgage companies in East Africa and the only mortgage lender listed on the Nairobi Securities Exchange. Marsh in connection with its multi-jurisdictional acquisitions of the insurance broking and risk services business of Alexander Forbes in Botswana, Malawi, Namibia, Nigeria, South Africa, Uganda, Zambia and potential acquisition in Mozambique. Metropolitan International, the international division of South African stock exchange-listed financial services group, MMI Holdings, in relation to its USD 31 million acquisition of Kenyan insurer, Cannon Assurance. Pan Africa Insurance Holdings in relation to its acquisition of a majority stake in Gateway Insurance.

Energy General Electric in relation to competition approvals in respect of the proposed EUR 12.35 billion acquisition of the thermal power, renewable power and grid activities of Alstom.

Standard Bank Group in relation to its USD 27.3 million disposal of 10% of its shares in Standard Bank Namibia to employees of Standard Bank Namibia and a community trust, in compliance with regulatory requirements to increase local participation in the financial sector.

Financial Services, Insurance and Intermediaries Affiliated Managers Group Inc. (listed on the NYSE) in the acquisition of a minority equity interest in Abax Investments Proprietary Limited. British American Investment Co. Kenya (BRITAM) in relation to its acquisition of further shares in the issued share capital of Housing

Swiss Re in relation to its USD 36 million acquisition of Apollo Investments, the holding company of Life & General Insurance Company in Kenya and the rest of East Africa. UAP on the acquisition by Old Mutual plc of a controlling stake in UAP from The Abraaj Group, AfricInvest and Swedfund. This was widely reported as the largest deal in East Africa last year.

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BOWMAN GILFILLAN AFRICA GROUP

“Known for excellent bench strength across the board for M&A and corporate law. Involvement on some of the largest transactions both within South Africa and across the sub-Saharan region. Clients stem from a variety of sectors, including financial services, telecommunications, pharmaceuticals and natural resources.” - Chambers & Partners 2015

Food and Beverages Brookside Dairy on the group restructuring and sale of 40% of the shares to Compagnie Gervais Danone. Razco Limited (producer of the Lyons Maid brand of ice cream) in relation to its acquisition of the Ooh! ice cream business of Alpha Dairy Products Limited. SABMiller plc in the recommended acquisition by AB InBev of the entire issued and to be issued share capital of SABMiller plc. At USD 107 billion (approximately ZAR 1.5 trillion), this is the largest M&A transaction in South African transaction history and the third largest M&A transaction globally at the date of announcement.

SABMiller plc in respect of the proposed combination of The Coca-Cola Company, SABMiller and Gutsche Family Investments’ (majority shareholders in Coca-Cola SABCO) bottling operations in Southern and East Africa to create Coca-Cola Beverages Africa, which will be the biggest bottler of soft drinks in Africa and the tenth largest in the world, with annual revenue of USD 2.9 billion. Healthcare and Pharmaceuticals Cipla Limited in respect of its acquisition of 51% of the issued share capital of Quality Chemicals Limited. Clinigen Group in relation to its acquisition of Link Healthcare, a speciality pharmaceutical and medical technology business focused on the Africa, Asia and Australasia regions. CRF Pharmaceuticals, an entity listed on the Santiago Stock Exchange, in its proposed ZAR 12.8 billion acquisition of Adcock Ingram Limited. GlaxoSmithKline in its acquisition of Novartis’s global Vaccines business (excluding influenza vaccines) for an initial cash consideration of USD 5.25 billion, which has created a new worldleading consumer healthcare joint venture with Novartis in which GSK will have majority control and an equity interest of 63.5%; and has divested its Oncology business for an aggregate cash consideration of USD 16 billion.

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BOWMAN GILFILLAN AFRICA GROUP

Hotels and Leisure Marriott International in relation to its acquisition of Protea Hospitality Group across seven African jurisdictions for a deal value of ZAR 2.02 billion. In 2014, we received the African Legal Awards’ M&A Team of the Year award in relation to this deal. Peermont Group in respect of the acquisition of 100% of its ordinary shares, preference shares and mezzanine debt by Sun International, through its wholly owned subsidiary, Sun International (South Africa) Limited. Mining and Resources Etex, a Belgian based multinational, in relation to the acquisition by Eternit Building Systems Proprietary Limited, a wholly-owned subsidiary of Etex, of the gypsum operations of LafargeHolcim in Botswana, Mozambique, Namibia and South Africa. Hulamin in respect of its broad-based black economic empowerment ownership transaction including employees, black management and long standing strategic black partners. Northam Platinum in relation to the establishment of a broad-based consortium of Historically Disadvantaged South Africans (HDSA), which will hold 31.4% of Northam’s issued shares through a combination of a subscription for new ordinary shares and the acquisition of ordinary shares from the Public Investment Corporation. Upon implementation of this ZAR 6.6 billion transaction, Northam’s total effective HDSA ownership level will increase to approximately 35.4%. Rio Tinto on various strategic disposals; on the South African aspects of its acquisition of Africa focused Riversdale Mining, listed on the Australian Stock Exchange, and the subsequent sale of its coal assets in Mozambique to International Coal Ventures Private Limited. Shanduka Group and the majority shareholders in relation to the restructuring of Shanduka Group and merger with Pembani Group Proprietary Limited, to create a new ZAR 13.5 9

BOWMAN GILFILLAN AFRICA GROUP

billion black controlled natural resources and industrial holding group. Oil and Gas A.P. Møller-Maersk Oil in relation to the acquisition of half of Africa Oil Corporation's shares in three blocks in northern Kenya.

TRW Automotive Holdings Corporation in relation to competition approvals which are required to implement this global transaction involving its USD 11.7 billion disposal of the entire issued share capital of TRW Automotive Holdings Corporation to ZF Friedrichshafen (through ZF North America). Telecommunications

BP in relation to its black economic empowerment transaction in terms of which: (i) Kapela Investments will acquire 20% plus one share; and (ii) the BPSA Education Foundation will acquire 5% of the entire issued share capital of BP Southern Africa. Halliburton Company, an oil and gas multinational, in relation to competition approvals in various African jurisdictions, including Cameroon, DRC, Egypt, Ethiopia, Kenya, Libya, Nigeria, Tanzania and Uganda, which are required to implement this USD 34.6 billion transaction involving the acquisition by Halliburton Company of shares in Baker Hughes. Vitol Group and Helios Investment Partners in relation to its acquisition of all Shell’s downstream assets in Guinea and Madagascar. Retail and Consumer Goods Continental in relation to South African competition approvals which are required in respect of its USD 1.9 billion acquisition of Veyance Technologies (manufacturer of Goodyear engineered products). General Plastics Limited, a leading East African packaging manufacturer, servicing major customers in the food, beverage and agro-chemical sectors in a USD 14.2 million investment (made by way of equity and debt) by the African Agriculture Fund (a private equity fund managed by Phatisa). RCS Card in respect of its acquisition of the JD Group consumer finance business operated by JDG Trading and JD Consumer Finance in South Africa and other smaller JD Group entities in Botswana, Namibia and Swaziland, excluding its insurance operations.

Eaton Towers in respect of its acquisition of the tower infrastructure segment of Bharti Airtel in six African countries. Oger Telecom on its strategic disinvestment of its majority stake in Cell-C to Blue Label Telecoms. Orange, French telecoms giant, in relation to the disposal of its entire stake in Orange Uganda to Lebanese telecoms operator, Africell Holding. Safaricom in respect of its USD 83 million acquisition of substantially all the assets of Essar Telecom Kenya (Yu Mobile). Tata Communications as the controlling shareholder and other shareholders of Neotel, in respect of their ZAR 7 billion disposal of 100% of the issued share capital in Neotel to Vodacom Group. This has been one of the largest deals undertaken in the South African telecoms sector to date. TE Connectivity Limited and Commscope Inc. in relation to the restructuring of the TE entities in South Africa and the sale of the South African broadband network solutions business unit to Commscope Inc.

“Highly regarded for expertise in M&A and joint ventures, and frequently involved in significant matters for market-leading clients.” - Chambers & Partners 2015

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BOWMAN GILFILLAN AFRICA GROUP

EQUITY CAPITAL MARKETS: RECENT HIGHLIGHTS BY SECTOR

Mining and Resources

“Ezra Davids leads the firm's involvement in equity capital markets and is seen as a goto lawyer in this area: He has become the doyen of capital markets for international deals.” - Chambers & Partners 2015

AngloGold Ashanti in its proposed restructuring (demerger) of its current portfolio into separate listed vehicles for each of its South African and international mining operations. Based on the market capitalisation of AngloGold at the time, the demerger was valued at USD 5 billion, in addition to the rights offer of USD 2.1 billion, giving a total deal value of USD 7.1 billion. Property Funds

Healthcare and Pharmaceuticals Dischem in relation to its proposed IPO. GlaxoSmithKline plc in its disposal of half of its 12.4% shareholding in Aspen PharmaCare Holdings Limited (approximately 28.2 million ordinary shares). The shares were sold by means of an accelerated book build offering process which resulted in the shares being sold at ZAR 372 per share, raising gross proceeds of approximately ZAR 10.5 billion. Insurance and Intermediaries Alexander Forbes Group Holdings in its dual track M&A, and ZAR 9.768 billion IPO process, which resulted in Alexander Forbes Group Holdings listing on the JSE. After announcing its intention to float, the company launched an offer for subscription and a concurrent offer for sale by certain of its existing shareholders to institutional investors and, by invitation, to other selected investors to subscribe for the offer shares in Alexander Forbes Group Holdings.

Delta Property Fund in respect of various property acquisitions. The Standard Bank of South Africa (as joint bookrunner) in its ZAR 1 billion private placement of 58 823 529 ordinary shares in the share capital of, and the subsequent listing of the entire issued share capital of, Pivotal Fund. Retail and Consumer Goods Barclays Capital and ABSA Capital (as joint bookrunners) in a ZAR 18.2 billion rights offer by Steinhoff International Holdings in relation to its listing in Frankfurt. This was the largest rights issue ever completed by a JSE listed company. Citigroup Global Markets, J.P Morgan Securities and The Standard Bank of South Africa (as underwriters and joint bookrunners) in a ZAR 10 billion rights offer by Woolworths Holdings of ordinary shares in relation to the David Jones acquisition.

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BOWMAN GILFILLAN AFRICA GROUP

FTG Holdings in respect of its listing on the Growth Enterprise Market Segment (GEMS) of the Nairobi Securities Exchange. FTG Holdings is the holding company of the Flame Tree Group, a manufacturing group with operations in Dubai, Ethiopia, Kenya, Mauritius, Mozambique and Rwanda. This is the first foreign firm listing in the GEMS market on the NSE. Special Purpose Acquisition Companies Capital Appreciation Limited in relation to the first special purpose acquisition company (SPAC) listed on the main board of the JSE.

“Extensive experience on both debt and equity capital markets matters. Advises both local and international clients in the financial sector, as well as stateowned entities. Recent work includes notable debt issuances and rights offers.” – Chambers & Partners 2015

“They're very good at understanding their role in international transactions, talking the language of international companies and managing the process of the banks.” – Chambers & Partners 2015

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BOWMAN GILFILLAN AFRICA GROUP

AFRICA-WIDE EXPERIENCE: MERGERS & ACQUISITIONS AND EQUITY CAPITAL MARKETS

We have extensive experience advising on M&A and ECM transactions across the African continent in addition to our ability to manage cross-border transactions in the region. The dark blue areas on this map show the geographical spread of the transactions highlighted in this document.

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RANKINGS CHAMBERS AND PARTNERS 2016 RANKED US IN THE FOLLOWING AREAS

BAND 1

South Africa

IFLR1000 2016 RANKED US IN THE FOLLOWING AREAS

TIER 1

1

Kenya

Capital Markets: Debt Capital Markets: Equity Competition Construction Corporate Investigations Corporate/ M&A Employment Environment IT/ Telecommunications Projects & Energy

Kenya

Energy & Infrastructure

South Africa

Commercial, Corporate and M&A Competition Construction Labour and Employment Projects and Infrastructure Shipping and Transport

South Africa

Capital Markets Competition Energy Mergers & Acquisitions

Uganda

BAND 2

Financial & Corporate

Uganda

TIER 2

General Business Law

2

South Africa

Banking & Finance Dispute Resolution Media & Broadcsating Tax

Madagascar

General Business Law

57 Recognised Lawyers

Kenya

1

Banking & Finance Commercial, Corporate and M&A Real Estate and Construction

Madagascar

Banking & Finance Corporate/ Commercial

BAND 2

BAND 1

1

Mining

Kenya

THE LEGAL 500 EMEA 2016 RANKED US IN THE FOLLOWING AREAS

2

Energy Financial & Corporate Infrastructure

South Africa Banking Infrastructure Mining Oil & Gas Project Finance

30 Recognised Lawyers

Kenya

2

Dispute Resolution Projects and Energy

South Africa

Banking & Finance Dispute Resolution Investment Funds Real Estate Tax

Tanzania

Legal Market Overview

49 Recognised Lawyers

AWARDS

African Legal Awards 2015 We received the awards for Competition and Regulatory Team of the Year and IP Team of the Year, 2015.

DealMakers Awards 2016 legal adviser in Africa by both deal value and number of transactions. We were also ranked third in South Africa for mergers and acquisitions by deal value.

Choice Awards We won the award for South Africa for 2005, 2006, 2008, 2011 and again in 2015.

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BOWMAN GILFILLAN AFRICA GROUP

OUR TEAM

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EZRA DAVIDS Partner, Chairman: Corporate/M&A Department Johannesburg, South Africa

CHARLES DOUGLAS Partner, Head: M&A Practice Johannesburg, South Africa

Tel: +27 (0) 11 669 9320 Email: [email protected]

Tel: +27 (0) 11 669 9426 Email: [email protected]

DAVID F.K MPANGA Partner Kampala, Uganda

JEFFREY BOOKBINDER Partner Gaborone, Botswana

Tel: +256 (0) 41 425 4540 Email: [email protected]

Tel: +267 (0) 391 2397 Email: [email protected]

JOHN FFOOKS Partner, Head: Francophone Africa Antananarivo, Madagascar

PARAS SHAH Partner Nairobi, Kenya

Tel: +261 (0) 20 224 3247 Email: [email protected]

Tel: +254 (0) 20 289 9279 Email: [email protected]

RICHARD HARNEY Partner Nairobi, Kenya

STELLA NDIKIMI Partner Dar Es Salaam, Tanzania

Tel: +254 20 289 9207 Email: [email protected]

Tel: +255 (0) 22 260 0854 Email: [email protected]

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

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Antananarivo Tel: +261 (0) 20 224 3247 Fax: +261 (0) 20 224 3248 Email: [email protected] www.jwflegal.com Cape Town Tel: +27 (0) 21 480 7800 Fax: +27 (0) 21 480 3200 Email: [email protected] www.bowman.co.za Dar es Salaam Tel: +255 (0) 22 260 0854 Fax: +255 (0) 22 260 0868 Email: [email protected] www.ealawchambers.com Durban Tel: +27 (0) 31 265 0651 Fax: +27 (0) 86 604 6318 Email: [email protected] www.bowman.co.za Gaborone Tel: +267 (0) 391 2397 Fax: +267 (0) 391 2395 Email: [email protected] www.bookbinderlaw.co.bw Johannesburg Tel: +27 (0) 11 669 9000 Fax: +27 (0) 11 669 9001 Email: [email protected] www.bowman.co.za Kampala Tel: +256 (0) 41 425 4540 Fax: +256 (0) 31 226 3757 Email: [email protected] www.afmpanga.co.ug Nairobi Tel: +254 (0) 20 289 9000 Email: [email protected] www.coulsonharney.com

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