Notable Transactions and Dispute Resolution Matters 

03/01/2019


NOTABLE TRANSACTIONS AND DISPUTE RESOLUTION MATTERS[1]

A. TRANSACTIONS AND DEALS

Corporate Mergers and Acquisitions

1. The Georges Hotel, Lagos - advised the Georges in a divestment, share subscription, restructuring transaction; and its foreign loan and hotel management transaction.

2. ExxonMobil - a core member of the external Nigerian counsel legal team that advised ExxonMobil in connection with the acquisition of its 60% shareholding stake in Mobil Oil Nigeria Plc by NIPCO Plc for a deal value of N90 Billion (US$294 Million). Adjudged as the largest transaction of its size in the history of the country.

3. Leadway Assurance - a co-lead of the legal team that advised Leadway in connection with its acquisition of 75% stake (valued at US$2.6Million) in Sunu Assurances Vie Cote d'Ivoire.

4. Access Bank Plc - an integral member of the legal team that advised the Bank in connection with the divestment of its 17.65% equity stake in Stanbic IBTC Pension Managers Limited.

5. Allianz - a member of the legal team that advised Allianz in its acquisition of a 98% equity stake held by Greenoaks Global Holding Limited in Ensure Insurance Plc (Unquoted Plc) via the NASD OTC.

6. Trium Networks Limited - advised Trium in connection with its acquisition of a 90% equity stake in PaywithCapture Limited owners of the license for the payment software of "PaywithCapture" used by Access Bank Plc.

Capital Markets

1. Access Bank Plc

a) A core member of the legal team that advised Access Bank in connection with the establishment of a N100 Billion (US$328 Million) Commercial Paper Programme at FMDQ OTC.

b) A core member of the Nigerian legal team that advised alongside Clifford Chance (London) a leading Nigerian commercial bank Access Bank Plc on its US$300Million Eurobond Issuance under the Bank's US$1,000,000.000.00 Global Medium-Term Note Programme. The Notes were offered in accordance with Rule 144A and Regulation S under the U.S Securities Act to qualified institutional buyers and non-U.S. persons outside the United States respectively.

2. Wema Bank Plc - An integral member of the legal team that advised Wema Bank Plc in relation to the N20 Billion Bond Issuance by the Bank under a N50 Billion (US$164 Million) Debt Security Issuance Programme.

3. FCMB Plc - A core member of the team that provided legal and regulatory advisory services to the Trustees in relation to the ₦100 Billion (US$328 Million) Bond Issuance Programme of FCMB Plc and the issuance of ₦20 Billion Fixed Rate Unsecured Series III Bonds.

4. IHS Nigeria Limited - A core member of the Nigerian legal team that advised alongside Latham & Watkin LLP (London) the Joint Lead Managers Citibank Global Market Limited, Goldman Sachs International and Standard Chartered Bank in connection with the US$800Million Eurobond Issuance by IHS Netherlands Holdco B.V the holding company of IHS Nigeria Limited.

5. Guinness Nigeria Plc (Diageo) - A core member of the legal team that advised Guinness Nigeria Plc in connection with its capital raising of ₦40 Billion (US$131 Million) in the Nigerian Capital Market by way of Rights Issue of 684,494,631 ordinary shares of 50k each at N58 on the basis of 5 for 11 and related court proceedings at the Federal High Court.

6. Rand Merchant Bank Nigeria Limited (RMB) - A core member of the legal team that advised RMB in connection with its N40 Billion Bond and Structured Note Programme.

7. Nigerian Stock Exchange - A member of the legal team that advised the Nigerian Stock Exchange in connection with its demutualization transaction.

Business Advisory

1. Citibank Nigeria Limited - provided legal advisory services to Citibank in connection to foreign exchange transactions, transfer/transmission of members shares, legal privileges/confidentiality, legal disclosure obligation to domestic and international regulators, legislative inquiries, and investigations.

2. Investment Banks - provided legal advisory services to Morgan Stanley, Credit Suisse, HSBC and Société Générale on the legal treatment of derivatives transactions and documentation in Nigeria.

3 Provided legal and business advisory services to domestic and international corporates and international law firms on a broad spectrum of Nigerian law legal issues arising from business transactions in the oil and gas, financial services, telecommunication, construction and infrastructure, food and beverages, maritime sectors.

Notable clients - Access Bank Plc, Guaranty Trust Bank Plc, Standard Chartered Bank, Stanbic IBTC Bank Plc, MTN Nigeria Communication Plc, British American Tobacco Nigeria Plc, Holcim Trading SA, Clyde and Co, SNR Denton, Webber Wentzel,  Linklaters LLP.

B. DISPUTE RESOLUTION

Litigation

1.Suntrust Oil Company Nigeria Limited- represented Suntrust Oil in several litigations (company securities and commercial debt disputes) with its international and indigenous joint venture partners arising from an OML joint venture. I also advised Suntrust Oil on the dispute resolution transactions - shares transfer and restructuring of the joint ventures.

2. Stanbic IBTC Bank Plc/MTN Nigeria - advised and represented Stanbic/MTN along other Nigerian counsel in relation to their Foreign Exchange and Certificates of Capital Importation Dispute with the Central Bank of Nigeria.

3. Cadbury Nigeria Plc - represented Cadbury and its foreign parent companies (United States of America and United Kingdom registered entities) in securities and corporate governance litigation instituted by its erstwhile non-executive director.

4. Okomu Oil Palm Plc - represented Okomu Oil and its Board of Directors alongside other member of the Legal team in several litigations instituted on behalf of Okomu Oil against the Corporate Affairs Commission.

5. Guinness Nigeria Plc - represented Guinness alongside other members of the legal team in court proceedings at the Federal High Court and High Court of Lagos State in securities, corporate governance and breach of contract litigations between Guinness and Nibol Properties Limited (Nibol) arising from a Relationship Agreement based on a loan facility granted to Nibol guaranteed by Guinness.

6. Securities and Exchange Commission - represented the SEC of Nigeria in several litigations instituted by erstwhile directors of the Nigerian Stock Exchange on the account of their removal from office by the SEC.

Arbitration

1. Advised and represented several multinational and supranational oil companies such as Statoil (now Equinor ASA), Total, Agip, Petrobras alongside members of the Nigerian legal team and international law firms, in arbitration conducted under the UNCITRAL, LCIA and ICC Rules and in related court proceedings.

2. Advised and represented Guinness Nigeria Plc (Diageo) alongside other members of the team in several domestic arbitrations and related court proceedings in Nigeria.

3. Advised and represented several high net-worth individuals in domestic arbitrations arising from breach of shareholders agreement and joint venture agreements.


[1]Notable transactions and dispute resolution matters comprise of those transactions and cases that Counsel handled and was mainly responsible for during his time at other commercial law firms in Nigeria.