Cross Border Investments and M&A
Our Emerging Markets practice represents private equity funds, financial institutions, corporates, government agencies, and impact investors that are investing and operating in some of the most challenging frontier markets. Our team forms part of a large and dynamic corporate finance and commercial practice that is able to draw on a wide range of expertise to support our clients’ needs.
Led by Joe Whitfield (formerly General Counsel of CDC and who has more than 20 years' experience working in the emerging markets) we have considerable cross border expertise, representing clients in some of the most challenging jurisdictions.
We have a wide network of established relations with leading local counsel across the emerging markets, meaning that we are able to make appropriate recommendations to clients on a case by case basis.
Michelmores’ dedicated PPP & Projects Team is able to offer comprehensive project finance advice: from structuring, compliance with procurement rules, drafting and negotiating all project finance documentation, liaising with local counsels, managing and collating of condition precedents for drawdown, registering security (jurisdiction dependent), the transfer, refinancing and rescheduling of facilities (if required) through to advising on operations and enforcement. The team also has experience in more traditional PPP senior debt and bond financing.
The team is headed by Carol McCormack OBE (formerly Head of Projects and a Partner at Berwin Leighton Paisner LLP), acknowledged as one of the UK’s leading experts in this field and recognised as a ‘Leading Individual’ by Legal500.
We have extensive experience in cross border commercial litigation and arbitration matters in the emerging markets.
The team has a network of tried and tested contacts at leading overseas firms who assist with this work and who provide our clients with valuable local knowledge.
The Emerging Markets Commercial Disputes team is headed by Partner Garbhan Shanks, who has experience in litigation and arbitrations in connection with numerous foreign jurisdictions – a fluent French speaker, Garbhan has also supervised litigation cases in various African Francophile countries.
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Cross Border Investment and M&A
- Advising two leading impact investment firms, AHL Venture Partners and DOB Equity on their equity investment in Kenyan company, Crop Nutrition Laboratory Services Limited .
- Advising Goldtree on its merger with Natural Habitats Europe Africa, in a deal that will drive the sustainable production of certified organic palm oil in Sierra Leone.
- Advising BRAC, the world's largest development organisation, on the sale of a majority stake in BRAC Uganda to German development finance institution DEG, Equator Capital Partners, and Triple Jump.
- Advising M-Birr Limited, an Irish company operating the leading mobile payments business in Ethiopia, in connection with a multi-$m equity investment by the European Investment Bank, DEG (the German government's development finance institution) and Finnfund (the Finnish government's development finance institution).
- Advising CDC (the British government's development finance institution), Finnfund and Aqua Ventures in relation to a multi-$m syndicated loan facility for Miro Forestry Development Limited, a sustainable forestry and timber products business in Ghana and Sierra Leone
- Advising Sunbird Bioenergy on the acquisition of a controlling stake in a Sierra Leone bioethanol and green electricity operation from AOG, a Swiss investment group
- Advising Phatisa on a number of acquisitions of controlling/minority stakes by the African Agriculture Fund, including: (i) Meridian, a Mauritian headquartered $250m revenue Pan-African fertilizer business with operations in 7 jurisdictions, (ii) Farming and Engineering Solutions, a Malawi based agricultural engineering and equipment distribution company (which included the Massey Ferguson dealership); (iii) Feronia Inc, a palm oil producer in the Democratic Republic of Congo (and which is listed on the TSX Venture Capital Exchange in Canada)); (iv) Golden Lay, the largest egg producer in Zambia; and (v) Goldtree, a palm oil plantation in Sierra Leone.
- Acting for Finnfund, FMO and Norfund on a quasi-equity investment into Green Resources AS, a Norwegian forestry, carbon offset and renewable energy company operating in Mozambique, Tanzania and Uganda.
- Advising Bamboo Finance, a global private equity group, on its Series B investment in BBOXX Limited, a designer, manufacturer and distributor of solar powered battery packs throughout the developing world.
- Advising Phatisa Property Fund Managers on the restructuring of the Pan African Housing Fund, including the re-drafting of the fund documentation.
- Advising Triodos Investment Management on its sales of minority stakes in (i) ACLEDA Bank plc (the leading commercial bank in Cambodia) to ORIX Corporation, Japan, and (ii) Tenger LLC (a leading Mongolian banking group) to several buyers, including International Finance Corporation and ORIX Corporation (alongside Bamboo Finance).
- Acting for Pan African Housing Fund on a number of equity and/or debt investments into lower to middle income housing developments across sub-Saharan Africa, including three in Kenya and one in Zambia.
- Acting for Finnfund and Norfund on their respective multi-$m debt investments into a hydropower company that owns and operates hydropower projects in Laos.
- Advising Standard Bank (Mauritius) Limited in connection with a $multi-million syndicated loan facility to an emerging markets hotel group.
- Advising Finnfund on its multi-$m equity investment into Proteak, a sustainable forestry operation based in Mexico.
- Advising Finnfund (the Finnish government's development finance institution) on its $20m project financing of Methax S.A., a LNG fuelled power plant in Mendoza, Argentina.
- Advising AgDevCo on its multi-$m project financing of Suma Hydro Limited, a Tanzanian run-of-river hydroelectric plant.
- Advising the Green for Growth Fund, a fund of Finance in Motion, on its participation in the EBRD financing of the 158MW Cibuk 1 onshore wind project in Serbia. Other parties involvedare International Finance Corporation, Masdar (the Abu Dhabi Future Energy Company), Taaleri Tesla and DEG (the German government's development finance institution).
- Instructed by a US energy client to bring LCIA sovereign guarantee arbitration proceedings against an Asian government in relation to gas turbine power station projects and to advance claims against insurers in relation to losses arising out of the same power stations.
- Successfully issued ICC arbitration proceedings in Paris against an Asian state-owned entity in connection with a dispute arising out of an oil exploration contract for a designated area of sea bed.
- Pursuing a multi-$m contractual claim against a major Nigerian television station. This involved liaising with Nigerian counsel in order to initiate winding up proceedings locally and to take other cross border enforcement measures, and resulted in substantial recovery.
- Pursuing a claim against a satellite telecommunications company based in Uganda and part owned by a Libyan entity. This involved considering the UN sanctions position both in England and Wales and Uganda. The claim has settled successfully and resulted in substantial recovery.
- Advising on a dispute over a pharmaceuticals manufacturing agreement with an Indian manufacturer. Settled successfully.