Insolvency and. You think growth, we think strategy.

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1 Insolvency and Restructuring You think growth, we think strategy.

2 Our horizons are as broad as your business vision.

3 Our Firm Bowman Gilfillan Africa Group is one of Africa s premier corporate law firms, employing over 400 specialised lawyers. The Group provides domestic and crossborder legal services to the highest international standards across Africa, through its offices in South Africa, Botswana, Kenya, Madagascar, Tanzania and Uganda. Differences in law, regulation and business culture can significantly increase the risk and complexity of doing business in Africa. Our aim is to assist our clients in achieving their objectives as smoothly and efficiently as possible while minimising the legal and regulatory risks. While reliable technical legal advice is always very important, the ability to deliver that advice in a coherent, relevant way combined with transaction management, structuring, negotiating and drafting skills is essential to the supply of high quality legal services. The Group has offices in Antananarivo, Cape Town, Dar es Salaam, Durban, Gaborone, Johannesburg, Kampala and Nairobi. Our office in Madagascar has francophone African coverage in Benin, Burkina Faso, Burundi, Cameroon, Central African Republic, Chad, Congo Republic, Gabon, Guinea, Ivory Coast, Mali, Niger, Rwanda, Senegal and Togo. We have a best friends relationship with leading law firm Udo Udoma & Bela-Osagie, in Nigeria, which has offices in Lagos, Abuja and Port Harcourt. We also have strong relationships and work closely with law firms across the rest of Africa which enables us to provide or source the advice clients require in any African country, whether on a single country or multijurisdictional basis. We act for corporations, financial institutions, state owned enterprises and governments providing clear, relevant and timely legal advice to assist clients achieve their objectives and manage their legal risks. The strength and depth of all the Group s practice area, geographical and sector specific teams are utilized to provide clients with the highest standards of service. In the cross-border arena the Group has extensive experience in the resources, energy, infrastructure, financial institutions and consumer goods sectors. Bowman Gilfillan Africa Group s South African, Kenyan 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 access to firms which have been identified as the best in each jurisdiction represented. Nigeria Botswana South Africa Bowman Gilfillan Africa Group offices Best friends office Francophone Africa coverage Significant transactions or advisory experience Uganda Kenya Tanzania Madagascar

4 Insolvency law enters a new era There was a time when insolvency law, often referred to internationally as bankruptcy law, was about the inability of companies to pay their debt. While this remains one aspect of the discipline, the insolvency and restructuring of companies has changed greatly in recent years to become a necessary and sophisticated tool of modern business, used in commercial strategising both by creditors and companies themselves. Indicative of the extent of change in the insolvency and restructuring landscape is the introduction in South Africa of the business rescue procedure, the use of which is gaining momentum in accordance with international trends. South Africa Given the growing complexity of this field of law, the Bowman Gilfillan insolvency and restructuring practice group draws on skills and legal expertise found in both our commercial and litigation departments. The team consists of five partners and a number of associates who devote a significant proportion of their time to liquidations, insolvencies and restructuring-related matters. Lawyers in the team are members of: INSOL (the international association representing some professionals in the fields of restructuring, insolvency, and related disciplines) The South African Restructuring and Insolvency Practitioners Association (SARIPA) The Law Society of South Africa Standing Committee on Insolvency and Restructuring The International Insolvency Institute (III) The International Bar Association (IBA) We also present to clients on general and topical insolvency issues, with the content tailor-made according to their needs. Our practice area covers all aspects of restructuring, liquidations and insolvency, both corporate and personal. Services range from applications to place a company in business rescue, or to liquidate a company both in South Africa and abroad. We advise on the voluntary winding-up of companies, cross-border insolvency matters, insolvency-related litigation matters, offers of compromise between a company and its creditors, through to the implications of insolvency on commercial transactions and industry. The practice area also advises on the specific peripheral issues which may be encountered along the way, dealing with aspects as diverse as employment matters or the proof of claims by creditors. Africa Having provided legal services in Africa for well over 100 years, Bowman Gilfillan is today one of South Africa s top full-service corporate law firms and is the lead member of Bowman Gilfillan Africa Group (BGAG). BGAG is a fully integrated pan-african legal services practice with more than 450 fee earners operating from offices in Botswana, Kenya, Madagascar, South Africa, Tanzania and Uganda, and an associate firm in Nigeria. As a leading pan-african legal practice focused on corporate, commercial and financial law, our multi-jurisdictional capabilities mean that we are able to deliver cross-border legal services of the highest standard in Africa. This applies also to insolvency and restructuring in terms of which the Bowman Gilfillan Africa Group is in the fortunate position of being able to call on the expertise of specialist lawyers from multiple jurisdictions, including Francophone Africa. In addition to contributing specialist articles on the latest developments in insolvency and restructuring for publication, our attorneys work hard at staying ahead of industry issues, with on-going training to hone the skills of particularly our junior professionals. In doing so, the insolvency and restructuring practice group works hand in hand with other practice areas such as employment law, litigation, corporate and banking law, in order to provide clients with complete and comprehensive advice. The practice group is also geared to advise upon sequestrations and the voluntary surrender of an individual s estate (personal insolvencies), and related aspects.

5 No matter the business goal, our expertise will identify the best mechanisms of success.

6 Areas of Practice Liquidation and Sequestration Applications Extensive experience in litigation means we can advise clients on the most expedient method of corporate recovery, which may be by means of a liquidation or sequestration application. In particular, we are able to offer focused advice to financial institutions and other creditors on the advantages to be gained by using the winding-up procedure as an alternative to instituting action in the event of default. We also advise clients on the efficacy and ranking of securities which they or other parties hold, and any steps which should be taken to improve their position. Enquiries and Investigations We have conducted numerous investigations on behalf of creditors and liquidators to assess and advise on the validity of claims submitted by creditors, the possibility of proceedings against directors and others personally, and the setting aside of undue preferences and other impeachable transactions. Our team has dealt with major corporate collapses involving companies both in South Africa and internationally. We have the in-house expertise to undertake forensic investigations, and to prepare and conduct enquiry proceedings where witnesses testify under oath. This is an effective mechanism for establishing claims which will ultimately lead to a recovery of assets or funds for the benefit of creditors. We also have considerable expertise in advising on the ranking of security and preferences, and possible challenges to security and preferences by creditors. Arrangements and Compromises Bowman Gilfillan s practice group is able to advise clients on the implications of compromises between a company and its creditors, both from the perspective of a creditor faced with such compromise proceedings, and from the perspective of a client wishing to utilise the mechanism to acquire or restructure a business. We are well placed to advise on the implications of such compromise proceedings regarding the workforce, on existing contracts and in respect of the possible tax consequences of any proposed restructuring. Commercial Contracts and Transactions Too often, parties to a commercial transaction do not give sufficient consideration to the consequences of one of the parties being liquidated or sequestrated, or placed under business rescue during the course of the contract. We have the expertise to advise on and to deal with all implications that such proceedings may have for a contract or proposed transaction. This includes advising on whether a contract itself may be set aside as an impeachable transaction, whether or not certain clauses in a contract may be enforceable, and the efficacy and enforceability of specific security arrangements in the event of one of the parties being liquidated or sequestrated, or placed under business rescue. We also advise industry-specific clients such as long-term insurers, banks and investment schemes, financial services companies, professional indemnity insurers, and parastatals on the impact of insolvency on specific aspects of their contracts, governing legislation and business. We have expertise in the insolvency implications of structured finance and related transactions, local and cross-border, and those utilising ISDA and related master agreements.

7 Clients and Deals Voluntary Windings Up Our insolvency and restructuring practice group can also advise foreign multi-nationals who wish to wind up an African subsidiary as part of a group restructuring. We advise on the necessary corporate actions that need to take place in order to voluntarily wind up the local subsidiary, in both solvent and insolvent circumstances. Foreign shareholders may appoint their local directors to the board of a South African subsidiary, and this has implications of personal liability, upon which we are able to offer detailed advice. What s more, we advise on the circumstances when deregistration of the local subsidiary may be considered as an alternative. Indicative of the wealth of experience in Bowman Gilfillan s Insolvency and Restructuring practice group is the vast range of clients in numerous aspects of insolvency and restructuring we have dealt with. We: Represented the liquidators in the liquidation of the Afribrand group of companies and investigated security claimed by a consortium of creditors whose claims were in excess of R200 million. Advised the monitor appointed by order of court to jointly manage the Fedbond collective investment scheme. Attended to various aspects arising from the winding-up of the companies in the Tollgate Group, one of the largest corporate collapses in South African history. Were involved in the liquidation of the 7 Eleven Group, acting for the franchisor. Advised the largest trade creditor in the winding up of the CNA Group. Advised one of South Africa s largest banks on the restructuring of its affairs in Namibia by means of a creditors scheme of arrangement. Have attended to the winding up of local subsidiaries on behalf of multi-national clients. Advised an offshore client on insolvency aspects relating to a tender involving one of South Africa s largest aeroplane charter companies. Advised the liquidators in the various aspects of the transactions relating to the sale of the Pamodzi gold mines. Have advised several local and foreign investment banks and clients regarding the insolvency implications of structured finance and related transactions. Advised the foreign liquidators of an aircraft leasing company in regard to various material cross-border insolvency issues and conducted a cross-border commission of enquiry on their behalf. Advised the business rescue practitioner in regard to various aspects of the process arising from the business rescue of a substantial property-owning group. Have been involved in various aspects of the business rescue of a group of companies operating the agricultural sector and listed on the JSE. Acted for the liquidators of an entity in the unsecured lending business where the liabilities of the entity exceed R500 million. Acted as legal advisors to the liquidator in respect of matters arising from the biggest liquidation in Botswana.

8 Our Team Partners James McKinnell Head of Dispute Resolution Tel Peter Whelan Tel Adam Harris Tel Haroon Laher Tel Claire van Zuylen Tel Jeffrey Bookbinder Tel

9 BW 3930/8C Antananarivo Tel Fax Cape Town Tel Fax Dar es Salaam Tel / Fax Durban Tel Fax Gaborone Tel Fax Johannesburg Tel Fax Kampala Tel Fax Nairobi Tel