GHANA. 01

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1 GHANA 01

2 Introducing Reindorf Chambers and the Ghanaian legal environment Key information on Ghana Formerly known as the Gold Coast, Ghana is located in West Africa, and became independent from Britain in It was the first black African colony to achieve independence. The country has a population of approximately 19 million and is the second most populous in West Africa. The official language is English. The Government of Ghana is fully committed to private sector development as a means of fostering economic growth. It is actively engaged in measures to promote entrepreneurship and create and maintain an enabling and competitive climate for local and foreign investment. Port and airport facilities have been modernised and expanded, and resources are now also being directed at improving roads and public transportation. With its natural and human resources, stable political system, liberalised economy and constantly expanding infrastructure, Ghana is rapidly becoming an attractive and profitable investment and business base in West Africa, facilitating easy access to a sub-regional market for some 250 million people. Sector/sub-sector key facts and significant developments Mining The Ghanaian economy is partly built on its abundance of mineral resources, which include deposits of gold, diamonds, manganese and bauxite. According to statistics kept by the Ghana Minerals Commission, in 2005 over 2 million ounces of gold, over 1 million carats of diamonds and more than six hundred metric tonnes of bauxite were produced from Ghana. Agriculture Agricultural and other natural resources include forests and vast areas of arable land. Ghana ranks amongst the highest exporters of cocoa and timber in the world. Rich marine fishing reserves in the Atlantic Ocean enable significant exports of tuna and other fish. Tourism Ghana s history, culture and folklore together with its natural attractions make it an interesting holiday destination with great potential for quality, low density tourism. Recent regulations passed provide for incentives, including income tax holidays and exemptions from payment of customs and export duties, for enterprises engaged in the provision of services relating to tourism such as accommodation and restaurants. Energy Ghana has attracted and continues to attract foreign investment in the energy sector. Many lakes and river systems dominated by the Volta Basin offer good potential for hydroelectric power facilities. Two major projects, the West African Gas Pipeline and the West African Power Pool initiatives are underway for the sharing and distribution of power and natural gas across certain West African countries including Ghana. 02 Ghana

3 About Reindorf Chambers Since its establishment in 1990 Reindorf Chambers has become synonymous with the provision of a high quality of legal advice in all areas of practice. Reindorf continues to be committed to excellence in legal practice and to provide the highest standard of expertise in Ghanaian law and client service to both domestic and international clients. Our association with DLA Piper as one of its group firms in Africa allows us to provide an enhanced service. Our strengths and expertise are mainly in the areas of mining, energy, project finance, banking, corporate/ commercial, tax and employment law. Work ranges from negotiating, drafting and reviewing the most minor of agreements to representation in major litigation. Reindorf is noted for the attention to detail that it pays to each matter. We regularly advise a range of clients working closely with in-house counsel to provide a high level of legal support. Our clients include Gold Fields Ghana Limited (the single largest miner of gold in Ghana), Stanbic Bank Ghana Limited, Metropolitan Insurance Company Limited, Hotel Investments (Ghana) Limited, Pinora Limited and CAL Bank Limited. We also advise foreign lenders and investors in Ghana. 03

4 The legal system The Ghanaian legal system recognises both common law and customary law. The Constitution is the highest law of the land and there are provisions for legislation by parliament and other institutions. Customary law is generally relevant in matters dealing with land tenure, law of succession and family law. The Ghanaian judiciary consists of the Superior Courts of Judicature, which include the Supreme Court, the Court of Appeal, the High Court and Regional Tribunals, and the lower courts currently comprising the Circuit Courts and the District Courts. The National House of Chiefs, Regional Houses of Chiefs and traditional councils, are also recognised by the law as tribunals with jurisdiction to adjudicate over any matters affecting chieftaincy. Recently, the Fast Track and Commercial Courts have been established to facilitate the speedy resolution of disputes, particularly those of a commercial nature. 04 Ghana

5 Practice areas Over the years we have acquired and continue to develop key expertise in banking and project finance, trade finance, mining and natural resources and related financing, corporate and commercial law and practice. 05

6 Key sector capability and experience Banking and Project Finance Reindorf Chambers advised UK lenders on the Ghana legal and regulatory aspect of a proposed US$60,000,000 loan facility to a major international telecommunications company with a subsidiary in Ghana. We also advised CAL Bank Limited in the flotation of its shares on the Ghana Stock Exchange. Our team facilitated the loan and equity investment by the International Finance Corporation in Diamond Cement Ghana Limited, a local cement factory. This project involved the provision of a loan, the creation of security in the form of a debenture and the creation of preference shares. In the proposed listing of the shares of Gold Fields Limited on the New York Stock Exchange, we advised on the Ghana legal and regulatory matters concerning its business operations in Ghana and drafted those sections of the prospectus relating thereto. We advised on and supervised the Ghana aspect of the purchase by a major mining company of majority shares in a significant mining company. This project involved the transfer of shares, loan financing and the provision of loans amounting to US$ 40,000,000. Apart from reviewing the project documentation and preparing board and shareholders resolutions, we advised on the security to be taken in respect of the provision of the loans. 06 Ghana Commercial and Corporate Law Our team conducted the due diligence on behalf of a prospective purchaser in preparation of a bid in respect of the purchase of an international food producer with subsidiaries in Ghana. Reindorf Chambers advised a foreign entity on the requirements and procedure for recalling a product from the Ghanaian market and its implications for consumers. We advised a foreign airline operator in the recovery of its debt from the now defunct Ghana Airways, as well as supplying representation and legal advice in relation to its claim with the Official Liquidator. Our assignment involved conducting searches, advising on the Ghanaian legal position in relation to claims against a 100 percent Governmentowned company in distress and then subsequently in liquidation and key assistance in drafting, settling and filing the claimants proof of debt. We also advised Gold Fields Ghana Limited in relation to its US$ 3,000,000 sponsorship of the Ghana national soccer team, the Black Stars. Energy and Natural Resources In the possible implementation by a significant international oil and gas company of a cross-border gas sale and pipeline project, we produced a full report on all legal issues, including required approvals affecting the proposed project. Reindorf Chambers acted in the proposed joint venture between a Dutch company and a major US company for the supply of natural gas to the main power generator in Ghana. Our team facilitated the purchase by an international mining company of majority shares in a significant Ghana resident mining company. This project involved the transfer of shares, the provision of loans and the creation of security. We advised the lenders to a major mining company in relation to the restructuring of certain loans. Commercial and other Litigation A Dutch construction company benefited from our advice in local arbitration proceedings in its claims against a major oil company arising from construction contracts. We have been successful in resisting a claim by 580 former employees of Gold Fields Ghana Limited for wrongful termination, as well as another claim against it by 1,000 persons for damages arising out of its resettlement programme. Reindorf Chambers participated in the settlement of a number of suits involving the claims of landowners for compensation and damages for nuisance against the right of our client, a mining company, to conduct mining operations on the disputed land. Our team represented a company in a dispute between its shareholders, a Ghanaian statutory corporation and a multinational corporation, over pre-emption rights in respect of the transfer of shares.

7 key people Fui Tsikata Partner T / F reichamb@ghana.com Doe Tsikata Partner T / M F reichamb@ghana.com Mr. Fui S. Tsikata was educated at the University of Ghana and Christ Church, Oxford, and was called to the Ghana Bar in January Until August 2005, he taught courses in Natural Resources Law, Administrative Law and Conflict of Laws, at the University of Ghana. For more than 20 years, Fui combined teaching and research at the University of Ghana with consultancy advice in the areas of mineral and energy law and policy. Over that period, he participated in many of the major negotiations in Ghana involving mineral and electricity projects. For much of that period, he has practised law with Reindorf Chambers where he is head of chambers. Ms Doe Tsikata was educated at the University of Ghana, Newnham College, Cambridge, and Harvard Law School. She was called to the Ghana Bar in June She is principally responsible for work done by the Chambers in respect of employment law matters including the conduct of negotiations with the trade unions. She has extensive litigation experience. Marian Ekua Hayfron-Benjamin Partner T / M F reichamb@ghana.com Kizzita Mensah Partner T / M F reichamb@ghana.com Ms Marian Ekua Hayfron-Benjamin was educated at the University of London, and is a member of the Bars of Ghana and Trinidad and Tobago. Ekua has been involved in most of the work done by Reindorf Chambers in international investment and project finance transactions. She has significant experience in banking and natural resources law providing legal support to a number of banks and mining companies. Ekua has been in practice with Reindorf Chambers since Before that she spent four years in private practice in Trinidad and Tobago. Ms Kizzita Mensah was educated at the University of Kent in Canterbury and the London School of Economics and Political Science. She was called to the Bar of England and Wales in November 1996 and to the Ghana Bar in October Kizzita previously worked with Ernst & Young Ghana with responsibility for providing legal advice and policy formulation. She was part of the team that reviewed existing legislation on financial administration and drafted the bill that resulted in the Financial Administration Act. Kizzita joined Reindorf Chambers in January

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