Acquisition International March 2014

March 2014 /

46 52 54 64 74 78

IN THIS ISSUE/ 2014: All Eyes on Brazil: We discuss how business is set to soar this year with Sion Advogados.

Japan: An Irresistible Location for Foreign Investors: Grant Thornton TaiyoASG Tax Corporation explain why Japan is set to take the world by storm.

2014: Malaysia’s Rising to the Top: Messrs Shukor & Associates discuss Malaysia as a location for foreign investment.

Vietnam: A Land of Vast Opportunities : Mr. Binh Tran & Mr. Huy Do of LNT & Partners consider Vietnam’s bright and promising future.

Singapore: Diversifying the Economy: Augentius Fund Administration tell us why Singapore is at the Heart of Asian Private Equity.

The Philippines: The Road Ahead: Esguerra & Blanco Law Offices give us an insight into what the future holds for the Philippines.

Standard Chartered investment in Choppies Standard Chartered Private Equity (SCPE), the principal investment arm of Standard Chartered Bank plc, acquired a c. $50 million, 13% minority equity stake in Choppies in December 2013 through an innovative PIPE structure. SCPE’s investment in Choppies is its first in Botswana, and is believed to be the largest-ever private equity investment in the country.

Deals of the Month...

China Bank acquisition of Plantersbank /15 The Russian Direct Investment Fund investment in Cotton Way /16 Kefi Minerals /18 Equis Funds Group & Partners Group co-led investment to form Japan Solar /20 ADKM Acquisition of Feintechnik /21

Effectively Resolving IP Disputes in the Pharmaceutical Industry AI speaks to Carlos Pérez De La Sierra of Calderón y De La Sierra about what their firm has to offer and how they can assist with IP disputes across a whole wealth of industries including the life sciences and pharmaceuticals industries. / 60 2014’s Pipeline to Success: Papua New Guinea AI speaks to Stanley Kewa at PNG Power Ltd for an overview of their firm and what they have to offer. / 24

www. ACQUISITION-INTL .com

Introducing 2014’s Most Regarded Litigators AI speaks to Advokatfirman Odebjer Fohlin. / 34 Saudi Arabia: Global Leaders in Today’s Market The Saudi Office, Lawyers & Consultants explain more. / 38 Malta: An International Investment Hub PKF Malta introduce us to Malta as an insurance domicile. / 40 Biomedicine: The Pillar Industry of the World’s Economy LNT & Partners. / 58 2014: Continuation of the Finnish Miracle?

Nordic Mezzanine Fund III. / 82 Greece: A New Economy in the Making Calavros & Partners. / 102

We deliver what you need most, expertise and representation that solves your problems and protects your interests. ohoxholli@lpalbania.com

www.lpalbania.com LPA Law Firm Albania is considered to be one of the most reliable Albanian law offices in the fields of business, commercial real estate and corporate law. The firm’s structure, with a high level of specialization enables the firm to offer its clients efficient legal advice as well as personal service. Besides its focus on corporate law, commercial real estate the firm is mainly engaged in litigation, competition law as well as matters of general business and civil law.

LPA Law Firm Albania Ltd is an Albanian law office, situated in the capital Tirana. Today, the firm is considered to be one of the most reliable Albanian law firms in the fields of business, Corporate Law, Intellectual Property and Commercial Real Estate.

The firm’s structure, with a high level of specialization enables the firm to offer its clients efficient legal advice as well as personal service.

Besides its focus on corporate law, commercial real estate the firm is mainly engaged in litigation, competition law as well as matters of general business and civil law.

Due to the wide range of the firm’s clientele, which covers small and medium size enterprises as well as large companies, the firm is in the position to present solutions for legal problems of various kinds and dimensions.

Some of our clients: Hitachi Maxell, Ricoh, LR Health & Beauty System, IUCN, AVUS, Sunlight Systems, Raiffeisen Bank Leasing, etc Rruga e Bogdaneve St. ‘EuroCol’ Building, 5th Floor, Tirana, Albania + 355 4 45 19 241 | + 355 4 48 05 499

CONTENTS: March 2014

Editors Comment It has been reported this month that IPOs raised close to €13 billion in equity last year, matching the 10-year average in Europe in terms of both the number of deals and their total value.

CONTENTS — March 2014

This increased market activity is due to buoyant equity markets making valuations attractive for companies looking to list. There are certain sectors where investors believe future growth prospects are strong, including commercial and professional services, health care, information technology, consumer staples, and cable.

Another key reason is the pent-up demand from private-equity owners who have had few opportunities to exit their investments in recent years, and who want to take advantage of improvements in companies’ operating performance. And of course there is optimism that Europe is emerging from recession and that the economy is starting to grow.

With market confidence increasing daily year the IPO market revival is set to continue this year, barring any potential economic or market shocks. About 14 private-equity owned companies are eyeing offerings in 2014, according to S&P Capital IQ LCD. However, we are still some way off from the European IPO market’s 10-year peak of €36 billion in 2007….

Deal of the Month: Choppies Enterprises Limited Standard Chartered Private Equity (SCPE), the principal investment arm of Standard Chartered Bank plc, acquired a c. $50 million, 13% minority equity stake in Choppies in December 2013 through an innovative PIPE structure. /12

News: /4

This month Acquisition International speaks to Lexia Asianajotoimisto Oy & Nordic Mezzanine about the Finnish market. Quinn Legal & ANEX Management talk to us about the offshore recovery and we get all “statistical” with Bureau van Dijk

The Latest News Stories From Around The World.

Enjoy the issue!

Powered by Zephyr/ Bureau van Dijk.

Charlotte Abbott, Editor Charlotte.Abbott@acquisition-intl.com

How to get in touch AI welcomes news and views from its readers.

Correspondence should be sent to; Address/ Acquisition International, Unit 10 Barton Marina, Barton Turn, Barton Under Needwood, Burton on Trent, Staffordshire, DE13 8AS. Tel/ +44 (0) 1283 712447 Email/ reception@acquisition-intl.com Website/ www.acquisition-intl.com Find us on/

Sector Talk: /10

Dealmaker of the Month: /11 Swissquote Bank acquisition of MIG Bank.

Deals of the Month: /12-21 A.I. brings you the best deals from the last month.

Deal Diary: /90 @acquisition_int

Introduced

by Zephyr/ Bureau van Dijk.

23/ 24/ 34/ 36/

FATCA: Are you Prepared?

2014’s Pipeline to success Introducing 2014’s Most Regarded Litigators Introducing 2014’s Most Regarded Insolvency Practitioners 38/ Saudi Arabia: Global Leaders in Today’s Market 40/ Malta: An International Investment Hub 44/ Tanzania Tax Guide 46/ 2014 All eyes on…

50/ Regional Round-Up: 51/ Spain/Poland 52/ Japan 54/ Malaysia 56/ Myanmar 59/ Kuwait/Malawi 60/ Effectively Resolving IP Disputes in the Pharmaceutical Industry 61/ Arbitrating Maritime Disputes 63/ Handling Complex Aviation Disputes 66/ A Land of Vast Opportunities…

68/ Zimbabwe: an Economic Boom on the Horizon 72/ Uganda: The Next Global Boom 74/ Singapore: Diversifying the Economy 76/ Albania: A New dimension 77/ Introducing the Next Global Boom 78/ The Philippines: The Road Ahead 82/ 2014: Continuation of the Finnish Miracle?

84/ Australia: A Global Platform for Growth 85/ The New Rising Stars: Kenya 86/ The Offshore Recovery 87/ Real Estate indicators 89/ Leading Advisor: The Philippines 109/ PlayHard

Acquisition International | March 2014 |

3

NEWS: from around the world

News: from around the world Appointments BLP announces Adam Dann as new Finance head International law firm Berwin Leighton Paisner (BLP) has announced announced the appointment of Adam Dann as the new Departmental Managing Partner of its Finance Department.

Adam takes the helm from 10 March 2014 and will work with outgoing Finance DMP, Matthew Kellett, over the coming weeks to ensure a smooth transition. Adam, who has led the Projects and Infrastructure Group since 2010, already has a thorough grounding in the firm’s Finance practice and has been a partner at BLP since joining in 2006. Adam will also join the BLP Board.

The Finance team is almost 100 lawyers strong, including 30 partners, and advises many of the world’s leading financial institutions on the full range of international and domestic financial market products from structured finance and securitisation to asset and real estate finance. Internationally, the London team is supported by lawyers in Singapore, Russia, Hong Kong and Germany, all of whom operate as a fully integrated team.

The department has enjoyed several high profile successes in recent years with major achievements including for clients: Eurosail, the issuer in a Lehman Brothers originated £650m Residential Mortgage Backed Securitisation transaction, in a ruling that had far-reaching implications for both the securitisation and the insolvency markets; Hadrian’s Wall Capital, on its strategic partnership with insurance company Aviva Investors to create a unique debt funding proposition to encourage investment in infrastructure assets in the UK and Continental Europe; and TPG and Patron Capital, on a ground-breaking and successful bid to acquire the senior €600m loan underlying the first CMBS in Europe, which saw the team shortlisted for The Lawyer Awards 2013.

Previous to BLP, Adam spent four years at UK independent oil company Hardy Oil & Gas plc and was a Partner at Dewey Ballantine for six years.

Commenting on the announcement, BLP Managing Partner Neville Eisenberg, said: “I would like to congratulate Adam on his new role. We are delighted to have someone of his experience leading our Finance Department. In addition to leading our Projects and Infrastructure Group over the last four years, Adam has been instrumental in developing our Oil and Gas sector group into a significant growth area for the firm. I would also like to thank Matthew Kellett for his valuable contribution to our finance business and the firm generally.”

4

| Acquisition International | March 2014

Business leaders welcome increased focus on transfer pricing clarity New research from the Grant Thornton International Business Report (IBR) reveals that business leaders are much more comfortable with levels of cross-border tax planning guidance compared with 12 months ago.

Providing greater certainty around transfer pricing was high on the agenda at Davos and remains a key issue for the G20, but the good news for businesses is a number of exercises are underway to establish greater clarity and transparency.

The IBR reveals that the proportion of business leaders who would welcome more global co-operation and guidance from tax authorities on what is acceptable tax planning, even if this provided less opportunity to reduce tax liabilities across borders, has dropped 15 percentage points to 53%.

Large declines were seen in North America (-16pp) and the EU (-15pp) as well as in BRIC (-15pp) and Asia-Pacific (-11pp) economies.

Francesca Lagerberg, global leader for tax services at Grant Thornton, commented: “It is almost a year since the level of corporation tax multinationals like Amazon, Apple, Google and Starbucks are paying hit the headlines.

At that time, around two-thirds of business leaders were calling for clarity around the operation of specific tax rules, but twelve months on this has now dropped to just half. The question is why?

“I think we’re looking at a combination of factors. Media attention has certainly died down over the past year and businesses may feel that social pressure has lessened. There may also be a sense among corporations that governments are prepared to offer populist rhetoric but actually change very little; after all, these large companies are massive contributors of jobs and economic growth.

NEWS: from around the world

“But perhaps the most important factor is that global leaders have listened to the concerns of citizens around the levels of tax paid by multinationals. A number of exercises are underway to establish greater transparency and clarity; for example, the OECD has been given a mandate by the G20 economies to prevent tax base erosion and profit shifting (BEPS) through reform at the global level.”

“Twelve months ago, I made the point that the corporation tax debate had moved into the realms of morality and there was a need for governments to coordinate to get a better road map for businesses – that is why I welcome the G20 commitment to BEPS. There is certainly much to do: the BEPS plan is still in its infancy while taxation and the digital economy remain uneasy companions. The good news though is that progress is being made.”

The IBR also reveals that the vast majority of businesses leaders (64%) do not feel their country’s tax laws and policies tax the correct people at the correct levels. A further 54% do not feel that their tax system encourages compliance.

The IBR also asked business leaders for their strategic priorities in 2014; reducing their tax bill was cited by 35% of businesses and ranked tenth out of thirteen, well behind increasing productivity (70%), increasing market share (65%) and cutting costs (64%).

Francesca Lagerberg added: “The results show there is a long way to go before business leaders feel truly comfortable with the tax planning guidance on offer. But I think the smartest business leaders have gone away, taken advice and properly insulated themselves against any negative impact on their brand. This makes sense: it would be a mistake to think of the tax avoidance issue as over; to see it merely as a 2013 phenomenon. There is still a spark there and a need remains for global clarification or this issue could boil over again.

Acquisition International | March 2014 |

5

NEWS: from around the world

Appointments Brightside, the specialist insurance broker, is pleased to announce Paul Williams has today joined the Board as Chief Executive Officer, and to provide his overview of the 2014 strategy.

As announced on 28 November 2013, Paul joins Brightside from Towergate Partnership Ltd, Europe’s largest independently owned insurance intermediary writing in excess of £2 billion of gross written premiums per annum, where he was a Director on the Retail Executive Committee responsible for all insurer and market relationships across the broking businesses.

Following Paul Williams’ arrival, the Company remains focused on delivering compelling customer propositions, significant and sustainable growth and shareholder value. His breadth of leadership experience and market knowledge significantly strengthens the Group’s ability to achieve these objectives.

On joining Brightside today, CEO, Paul Williams said: “Brightside has a history of rapid growth with considerable opportunity for further policy and profit growth without the underwriting risk of an insurer. As a new CEO, it is essential to ensure continuity in the implementation of the Company’s growth plan.

“Initially, I will focus on a number of key areas to grow the profitability of the book. These will include; negotiating deals with key insurers, expanding our insurer panel and redefining our insurance capacity through the introduction of Delegated Authority and Managing General Agent agreements to augment the Group’s income streams. As well as continued strengthening of our validation techniques, which reduce our insurer partners’ exposure to fraud, to allow us to offer more competitive rates to our customers.

“In addition, there are several exciting new partnerships planned for 2014, the first of which was announced last week, RatedPeople.com, the UK’s largest online trade recommendation service. These partnerships are key to developing our distribution. We will continue to concentrate on markets where we have strength and scale, particularly in the motor and SME arenas where we have developed expertise online and through our UK based call centres. Using our Quote Exchange platform we will use our technological advances to introduce additional niche brands to our portfolio.”

6

| Acquisition International | March 2014

Update on New European Union Customs Code The European Union has been discussing and negotiating a new customs code for many years. The Union Customs Code (UCC), as it is now called, was finally adopted on October 9, 2013 and went into effect October 30, 2013. Although the UCC is now published, no changes will occur until May 1, 2016 at the earliest, as the Delegated and Implementing Acts that provide the details have yet to be finalised. In January, the European Commission issued its draft proposals for the Delegated Acts (DAs) and Implementing Acts (IAs) that will support implementation of the UCC. There are many changes in this first draft which will impact trade, some positively and some negatively. Other aspects will be financial and some both financial and operational. The most common is the removal of what is known as the “First Sale” valuation principle.

Under the UCC, to take advantage of such trade facilitative procedures, companies will be expected/required to meet the requirements of Authorised Economic Operator (AEO) as a minimum. Furthermore, while the scope of requirements for duty guarantees is increasing in some European countries, there will be an opportunity to reduce the level of the guarantee. The criteria and actual percentage of reduction have not yet been confirmed.

The Commission and Member States customs authorities accept that the May 1, 2016 deadline is very tight and as such have the opportunity within the UCC to phase in certain non-critical/essential procedures after this date over the period leading up to 2020. It is most likely that trade facilitation procedures, such as Centralised Clearance and Self-Assessment, will not be available on Day 1. However, for interested companies, the opportunity to operate a “pilot” for one of the procedures not formally available on Day 1 might become available. Participation in such a “pilot,” while time consuming, would enable the participant to direct and influence the eventual requirements.

The May 1, 2016 deadline is fixed, and there is a planned timetable for the events (negotiations and adoption of the DAs and IAs) leading up to this date. However, should there be any delay, the time allowed for the latter events will decrease. While there will be some time for trade consultation, it will not necessarily be on all of the issues, and there will be little time to submit comments.

NEWS: from around the world

Tax Rising Stars Despite the global financial crisis, most emerging markets have continued to make progress since 2007 in their bid to escape the ‘middle income trap’ (see note 1), according to PwC’s new ESCAPE index (see note 2).

Central and Eastern European countries such as Poland, Romania and Russia have shown particularly strong rises since 2000. The advanced economies as a whole have fallen back since the global financial crisis hit in 2007, with the notable exception of Australia.

Table 1: Major risers between 2000 and 2012 on PwC ESCAPE Index rankings Country Rank in 2000 Australia 13 Saudi Arabia 26 China 21 Chile 23 Poland 27 Romania 37 Russia 39

Rank in 2012 7 12 16 17 21 24 25

Change in ranking +6 +14 +5 +6 +6 +13 +14

Source: PwC analysis drawing on data from IMF, World Bank and other sources (as detailed in the full report).

John Hawksworth, chief economist at PwC and co-author of the report, said: “Saudi Arabia, Malaysia, China and Chile led the way for emerging markets in our 2012 ESCAPE index rankings and actually scored higher than the US in that year. These countries are escaping from the middle income trap and graduating to become full members of the advanced economy club. Central and Eastern Europe has also been a rising star since 2000.”

Many northern European economies have also performed consistently well according to the index, including: Sweden (1st), Switzerland (2nd), the Netherlands (4th), Finland (5th) and Denmark (6th). Outside Europe, Singapore scores well (3rd) while Australia has moved up from 13th place in 2000 to 7th in 2012. Malaysia has also performed well, moving up to 14th place in 2012 from 17th in 2007.

The US and UK have dropped down the rankings of advanced economies between 2007 and 2012 according to the index. But it’s the Eurozone crisis economies – Italy, Spain, Portugal and Greece – that have fallen the furthest since the crisis hit in 2007. Greece has now dropped to outside the top 30 countries that are listed in Table 2 below.

None of the four ‘MINT’ countries (Mexico, Indonesia, Nigeria and Turkey) have yet cracked the top 30, although all four have shown progress on the index since 2000.

PwC Chief Economist John Hawksworth added:“Previously buoyant emerging economies such as India, Brazil and Turkey have run into turbulence recently, highlighting the need for additional structural reforms. This is reflected in these countries still being ranked outside the top 30 on our ESCAPE index.

“To graduate to the advanced economy club, it is not enough just to do well on traditional economic indicators such as GDP growth and inflation. Both governments and business investors should pay attention to the broader range of measures that our ESCAPE index captures.”

The Middle Income Trap occurs when a country’s growth plateaus and eventually stagnates after reaching middle income levels. The problem can arise when emerging economies face rising wages and declining cost competitiveness, and find themselves unable to compete either with advanced econo-

8

| Acquisition International | March 2014

mies in high-skill innovations, or with low income developing economies in the cheap production of manufactured goods.

The new PwC ESCAPE index provides a holistic measure of a country’s performance and progress over time. The index covers five dimensions relevant to escaping from the middle income trap for emerging economies or, for advanced economies, escaping from stagnation after the financial crisis: Economic growth and stability Social progress and cohesion Communications technology Political, legal and regulatory institutions Environmental sustainability The ESCAPE index looks at a broad range of countries, indicators and time periods, using national level data from official sources such as the World Bank and the IMF. There are 20 individual variables included in the index, each weighted equally at 5% to avoid any single variable having undue influence on the overall results. The index covers 42 of the largest economies in the world, accounting for around 85% of global GDP in 2012. Results are available for three years: a base year of 2000; 2007 as the last year before the global financial crisis hit; and 2012 as the latest available data point for the range of indicators considered here.

Table 2: PwC ESCAPE index rankings – Top 30 in 2012 Rankings Country Index scores

2000 2007 2012 2000 2007 2012 3 1 1 Sweden 64.9 71.5 70.5 1 3 2 Switzerland 65.4 68.7 70.3 4 7 3 Singapore 63.5 66.4 66.3 2 5 4 Netherlands 65.1 68.1 66.1 7 4 5 Finland 60.7 68.2 66.0 5 2 6 Denmark 63.2 70.1 65.9 13 9 7 Australia 55.7 63.6 64.1 8 8 8 New Zealand 56.7 64.5 63.7 11 10 9 Germany 56.2 62.3 63.4 9 12 10 South Korea 56.5 61.2 63.0 10 11 11 Canada 56.3 61.3 59.6 26 22 12 Saudi Arabia 38.9 50.2 58.1 6 6 13 Ireland 62.0 66.6 57.8 15 17 14 Malaysia 54.1 55.2 57.3 16 15 15 Japan 53.6 56.8 56.9 21 21 16 China 46.0 50.6 56.3 23 19 17 Chile 44.0 52.4 56.0 14 14 18 United States 55.3 57.6 55.5 12 13 19 United Kingdom 55.8 59.4 55.1 17 16 20 France 50.9 55.5 53.6 27 25 21 Poland 36.0 48.2 52.9 22 24 22 Thailand 45.1 49.0 52.4 24 28 23 Vietnam 43.0 46.4 51.7 37 27 24 Romania 25.8 47.3 49.5 39 29 25 Russia 22.5 43.0 47.7 20 20 26 Italy 46.8 50.9 46.7 18 18 27 Spain 50.0 54.9 46.1 19 23 28 Portugal 50.0 49.1 44.5 32 32 29 Peru 29.3 37.4 43.7 40 30 30 Ukraine 19.4 42.0 43.5

2000-2012 change 5.7 4.9 2.8 1.0 5.3 2.7 8.5 7.0 7.2 6.5 3.3 19.2 -4.2 3.1 3.3 10.3 12.0 0.2 -0.7 2.7 16.9 7.3 8.6 23.7 25.2 -0.1 -3.8 -5.4 14.4 24.2

Sources: PwC analysis drawing on data from the World Bank, IMF and other sources (as detailed in the full report).

NEWS: from around the world

Acquisition International | March 2014 |

9

SECTOR TALK: Powered by Zephyr/Bureau van Dijk

Sector Talk: Media The media industry is well on its way to recording a good level of investment for the first half of 2014 and has established a solid base on which it could build to surpass H2 2013. In January and February combined there were 199 deals worth an aggregate USD 9,477 million.

The last six months of 2013 were up on the year’s first half in terms of both volume and value, according to Zephyr, the M&A database published

by Bureau van Dijk. Aggregate value climbed from USD 15,999 million to USD 18,944 million over the period, aided by an increase in volume, which went from 656 in H1 2013 to 751. This represented the best value result since the second half of 2009, when deals worth USD 24,961 million were recorded. Volume was also at its highest for some time; the last time it surpassed this level was in H1 2009 (800).

Although it is still early days for 2014, results so far have been promising. In spite of relatively low deal volume, values have already reached around half way to the result from H2 2013. Given that the year is only two months old, this instils optimism that a second consecutive increase can be recorded. In total, media companies have been targeted in 199 transactions worth a combined USD 9,477 million in 2014 to date. The level of investment is even more promising when compared to results over the last few years, for example in H1 2013 there was investment of USD 15,999 million, compared to USD 14,245 million in H1 2011 and just USD

NUMBER AND AGGREGATE VALUE (MIL USD) OF MEDIA DEALS GLOBALLY: 2006 - 2014 YTD (as at 28 February 2014) Deal half yearly Number value (Announced of deals date)

Aggregate deal value (mil USD)

H1 2014 TD H2 2013 H1 2013 H2 2012 H1 2012 H2 2011 H1 2011 H2 2010 H1 2010 H2 2009 H1 2009 H2 2008 H1 2008 H2 2007 H1 2007 H2 2006 H1 2006

9,477 18,944 15,999 16,868 15,763 14,535 14,245 10,116 15,801 24,961 13,354 13,436 15,396 41,244 62,107 51,285 43,079

199 751 656 673 668 630 608 591 625 716 800 714 800 827 1,054 936 954

10 | Acquisition International | March 2014

10,116 million in the second half of 2010. Although still a long way from the heady days of 2007, when USD 62,107 million and USD 41,244 million were recorded in the first and second half of the year, respectively, recent results have been higher than for a number of years, giving some hope that investment levels can continue to rise.

The largest deal of 2014 to date accounts for around a third of the year’s total investment.

That transaction involves Cengage Learning, an educational book publisher with headquarters in Connecticut, which has reached a deal to exit bankruptcy by converting USD 3,600 million of debt into shares, which will subsequently be issued to its creditors. The deal still needs court approval. The year’s second largest transaction was announced in January when Apax Partners agreed to pick up the remaining shareholding in Trader Media, the UK-based publisher of Auto Trader magazine. No concrete financial details have been revealed as yet, but the deal, which still requires the nod from regulatory bodies, could be worth as much as USD 1,150 million. Other countries being targeted in the month’s top ten deals by value include the Netherlands, Romania and Australia.

The region which has brought in the most investment in 2014 to date is North America, which has been targeted in deals worth USD 3,975 million so far, although it is worth noting that USD 3,600 million of this is attributable to the Cengage Learning transaction. The region placed third by volume on 34, behind Western Europe and the Far East and Central Asia on 96 and 37, respectively. Western Europe placed second by value with USD 3,436 million, followed by Eastern Europe on USD 833 million. Western Europe’s strong showing overall is supported by the fact that of the year’s top 10 transactions to date, five have targets based in the region.

To sum up, a strong start has been recorded for investment levels in media companies in 2014.

However, it is not yet clear whether this can be sustained given that a third of the value recorded to date was attributable to a single deal. That being said, it would only take a few more transactions of a similar size to make investment levels break the USD 18,944 million recorded in H2 2013. Given that volume has been fairly low in January and February, it will be interesting to see how things shape up over the coming months.

NUMBER AND AGGREGATE VALUE (MIL USD) OF MEDIA DEALS GLOBALLY BY DEAL TYPE: 2006 - 2014 to date (as at 28 February 2014) Deal type

Number of deals

Aggregate deal value (mil USD)

Acquisition Minority stake Institutional buy-out Management buy-out Management buy-in MBI / MBO Demerger Merger

6,566 4,980 309 194 14 6 27 129

215,476 111,182 73,321 2,197 23 12 3 2

AGGREGATE VALUE (MIL USD) OF MEDIA DEALS BY REGION: 2006 - 2014 YTD (as at 28 February 2014) World region (target) North America Western Europe Eastern Europe Oceania Far East and Central Asia South and Central America Africa Middle East

2006

2007

2008

2009

2010

2011

2012

2013

2014

45,884 34,383 871 8,779 3,199

41,621 48,304 2,405 5,682 4,357

10,537 9,656 1,245 562 4,257

9,081 19,553 326 979 7,531

13,876 6,280 360 536 3,618

9,383 8,624 1,231 2,629 4,047

18,483 9,287 157 1,935 2,399

6,183 21,458 635 930 4,683

3,975 3,436 833 480 305

1,000

1,146

1,237

792

1,037

1,782

302

781

168

95 88

458 242

85 214

22 18

117 92

36 131

1 5

272 2

7 0

DEALMAKER OF THE MONTH: Swissquote Bank acquisition of MIG Bank

Dealmaker of the Month

Swissquote Bank acquisition of MIG Bank

Clouds Over Lac Leman (Lake Geneva)

In December 2013, Swissquote Bank acquired 100 percent of MIG Bank. The acquisition of this major forex broker secures Swissquote Bank a place among the world’s largest forex service providers, with a long-term goal of merging MIG Bank with Swissquote Bank.

Founded in 2003 as MIG Investments, MIG Bank employs an overall workforce of 120 at its headquarters in Lausanne and offices in Zurich, London and Hong Kong. In 2009, MIG Bank became the first forex broker to obtain a Swiss banking license. MIG Bank has specialised in online forex trading since its foundation, establishing itself as one of the leading forex and CFD brokers for clients in over 120 countries. It is one of the top providers worldwide in this sector.

Swissquote Bank will continue to have one of the highest core capital ratios among Swiss banks.

Swissquote Group is Switzerland’s leading provider of online financial and trading services.

“The purchase of MIG Bank will enable Swissquote to greatly expand its Forex operations. Going forward, net forex income is likely to represent about half of the total net revenues of the group. Thanks to the acquisition, Swissquote will also enjoy a broader international presence in future, with locations in Switzerland (Geneva, Zurich and Bern), Dubai, Malta, London and Hong Kong.”

Listed on the Swiss Market Exchange since May 29 2000, the Swissquote Group has its headquarters in Gland and offices in Zürich, Bern, Dubai, Malta, London and Hong Kong. The Group currently employs 507 staff.

The purchase of MIG Bank will enable Swissquote to greatly expand its forex operations, which at a volume of CHF 158billion accounted for 26.2 percent of total net revenues in the first half of 2013. In the same period, Swissquote and MIG Bank would have achieved a cumulative volume of CHF 483 billion.

Going forward, net forex income is likely to represent about half of the total net revenues of the group.

Thanks to the acquisition, Swissquote will also enjoy a broader international presence in future, with locations in Switzerland (Gland, Zurich and Bern), Dubai, Malta, London and Hong Kong. The relevant authorities in Switzerland, the UK and Hong Kong have approved the transaction.

The purchase of MIG Bank was financed entirely with equity capital. The parties have agreed not to disclose the purchase price. Following the acquisition,

In a recent interview Marc Burki, CEO of Swissquote Bank, explained the rationale behind the acquisition: “This move accelerates our strategy to offer the most complete and competitive set of online financial services available online and positions us as a worldleader in Forex thanks to the deep expertise of MIG Bank.

He continued on how the acquisition will affect business in the Middle East: “Both Swissquote and MIG Bank have a well-established business and client base in the Middle East: Swissquote through its two offices in Dubai and our large team present on the ground, and MIG Bank through its Middle Eastern roots and the long standing relationships with its clients and partners established over the last ten years of doing business in the region. Our aim is to capitalise on these unparalleled strengths and develop our business further by the joint efforts of all the Swissquote and MIG Bank sales and marketing resources focusing on the region.

“We are already working on a wider scope of services, trading tools and platforms. At Swissquote, we have very strong proprietary platforms and service offerings, while MIG Bank has a powerful MT infrastructure and a wide range of trading tools. We

are going to build upon these elements to give traders even more choices and resources to achieve their trading strategies.”

“Together with MIG Bank, Swissquote now ranks among the world’s largest Forex players. And this brings important advantages to traders, including greater security and transparency of trading with a publicly-listed Swiss-regulated bank, better liquidity and, once merged, a wider range of banking and financial products and services.”

Mr Hisham Mansour is CEO of MIG Bank. He commented: “The Middle East is a key market for us, and I can assure you that by teaming up with Swissquote, we will continue to offer all of MIG Bank clients and partners the highest level of quality, service and affordability they have come to expect from a leading online trading bank.

“To make this integration as smooth and transparent as possible to our clients, we will continue to support the business we run from Switzerland with the same experienced Middle East team, and leverage the presence of Swissquote in Dubai to be closer to our clients and partners.”

Company: Tavernier Tschanz Email: mail@taverniertschanz.com Web: www.taverniertschanz.com Address: 11-bis, rue Toepffer | CH - 1206 Geneva Telephone: +41 22 704 3700 Fax: +41 22 704 3777

Acquisition International | March 2014 | 11

DEAL OF THE MONTH: Standard Chartered investment in Choppies

Deal of the Month Standard Chartered investment in Choppies Choppies Enterprises Limited (Choppies or the company) is the leading grocery retailer in Botswana with operations in South Africa and Zimbabwe. Choppies is listed on the Botswana Stock Exchange and is the largest privatesector employer in Botswana, employing more than 6,000 people (and more than 10,000 in its three markets combined). The Company has grown from a single outlet in 1986 to become the largest retailer with more than 100 supermarkets and hyper stores. Festus Mogae, the former president of Botswana, is the chairman of the Choppies board of directors.

Standard Chartered Private Equity (SCPE), the principal investment arm of Standard Chartered Bank plc, acquired a c. $50 million, 13% minority equity stake in Choppies in December 2013 through an innovative PIPE structure.

SCPE’s investment in Choppies is its first in Botswana, and is believed to be the largest-ever private equity investment in the country.

Peter Baird, the head of SCPE’s Africa team, said: “Choppies is a great success story of entrepreneurship, job creation, and commitment to Africa’s economic potential. The company is one of Standard Chartered Bank’s valued clients, and this investment is an example of how the bank supports long-term growth, and lives the brand promise to be ‘here for good’. We are excited to play a part in the next phase of Choppies’ growth.” Baird will join Choppies’ board as a non-executive director with immediate effect.

12 | Acquisition International | March 2014

Choppies distinguishes itself from its competitors in the region by truly living up to its ‘value for your money’ slogan. The company is the leader in value retail in southern Africa, delivering the highest quality products at the lowest price, whilst maintaining tight control on costs and margins. Moreover, Choppies spreads its retail network to reach customers in remote areas that its competitors deem unprofitable and expensive to reach. Choppies’ target market is the lower and middle income consumer.

Choppies aims to be a valuable partner in the communities in which it operates. The company links local farmers and producers, and enables the value chain that delivers goods from rural communities to cities and distribution centres.

By promoting agricultural development, Choppies provides much needed direct and indirect employment. It is these values that have

brought together two major corporate entities in the region, Choppies and Standard Chartered Bank.

SCPE’s investment in Choppies is an example of how the Standard Chartered Bank lives its brand promise to be ‘here for good’, by bringing external investment to a growing company in a developing economy.

The retail sectors in Botswana and South Africa have experienced strong historical growth, expanding at c. 11% and 10%, respectively, from 2010-2012. Growth is expected to continue at an annual rate of c. 7% and 9%, respectively, from 2013-2018. Choppies is well positioned to grow its current market share in both countries through leveraging its extensive logistics and brand equity.

DEAL OF THE MONTH: Standard Chartered investment in Choppies

Zimbabwe is a new market for Choppies, and despite that country’s economic challenges, there remains a significant opportunity to benefit from the expected 8% annual growth in the formal retail sector through 2018. In addition, many other markets in the southern and east African region have low levels of formal retail penetration and high expected GDP growth rates. Choppies intends to expand into new markets organically or through acquisitions, and SCPE will assist the company with its regional growth strategy.

Although the investment was only consummated towards the end of 2013, SCPE has already started working closely with the company. Key initiatives include actively promoting Choppies to the South African and international investor communities, and providing strategic support to management and the board. SCPE’s investment

in Choppies is a milestone transaction for the bank in the southern African region. The partnership will enable the growth of the company into new markets, and to link it with the international investment community.

Ram Ottapathu, the CEO of Choppies, said, “We are pleased to have SCPE as an investor in our company. Standard Chartered Bank has been a good financial partner to Choppies through the years. As we continue our profitable growth across Southern Africa, this major equity investment will further strengthen that productive relationship, bringing additional bandwidth to our board, and better value to our stakeholders.”

Rizwan Desai at Collins Newman & Co acted as lead legal advisor on the deal, the largest IPO listing to date on the Botswana Stock Exchange.

Mr Desai is widely regarded as first-tier and one of the leading corporate and transactional lawyers in Botswana who specialises in the firm’s practice relating to high end corporate and structured finance transactions.

Company: Choppies Enterprises Limited Name: Ramachandran Ottapathu Email: ram@choppies.co.bw Web Address: www.choppies.co.bw Address: Plot 169, Gaborone International Commerce Park, Private Bag 00278, Gaborone, Botswana Telephone: +267 318 6657

Acquisition International | March 2014 | 13

2014

TAX AWARDS

Sustained Excellence in Corporate Tax Compliance & Big Four Tax Team of the Year - Luxembourg

14 | Acquisition International | March 2014

DEAL OF THE MONTH: China Bank’s acquisition of Plantersbank

Deal of the Month China Bank’s acquisition of Plantersbank China Banking Corporation (China Bank) senior executive vice president and chief operating officer Ricardo R. Chua speaks to Acquisition International about China Bank’s recent deal – its acquisition of Planters Development Bank (Plantersbank), the Philippines’ largest private development bank and leading bank for SMEs. Founded by entrepreneurial Chinese-Filipino businessmen in 1920, China Bank is the first privatelyowned local commercial bank in the Philippines. The bank had been instrumental in post-war economic reconstruction, helping a lot of local entrepreneurs grow their businesses, while serving the banking needs of corporate, commercial and retail markets over the last nine decades. Today, it is one of the largest universal banks in the Philippines in terms of assets and capital, and is recognized as one of the best-governed and most transparent publicly-listed companies in the country.

Mr Chua said: “With a mission to be a catalyst of wealth creation for our customers, our aim is to continually provide strong shareholder and customer value, which includes being more responsive with new product innovations and more accessible with a wider geographic footprint and reliable electronic banking channels.”

From the time the deal was first introduced to China Bank on May 21, 2013 by Investment & Capital Corporation of the Philippines (ICCP), the exclusive adviser to Plantersbank in the transaction, to financial close on January 15, 2014, the acquisition took eight months.

Mr Chua elaborates: “The signing of the memorandum of agreement happened on September 18, 2013. We received the approval-in-principle of the monetary board of the Bangko Sentral ng Pilipinas (BSP) about three months later, on December 13, 2013, and five days after, on December 18, the share purchase agreement was signed.”

China Bank settled P1.579 billion for the 84.77% capital stock owned by the Tambunting family, related parties, and the Dutch development bank FMO on January 15, 2014. On this day, new members of the Plantersbank board were elected, and officers of China Bank and China Bank Savings were appointed to various board/management committees of Plantersbank.

“The integration committee is leading the integration and transition activities, enjoining all China Bank, China Bank Savings, and Plantersbank personnel to work together in harmony to attain established targets for 2014, and at the same time, ensuring that business goes on and our customers are not affected by the transition,” said Mr Chua.

Plantersbank will continue to operate as a separate entity under the China Bank Group for about a year or so. Once the merger is complete – it was given three years from the date of the BSP approval, which means up to December 13, 2016 – China Bank will be a more formidable competitor with a wider, more strategic geographic footprint, as China Bank Savings will absorb the 78 branches and the two unopened branch licenses of Plantersbank. At the same time, China Bank has been granted 30 new branch licenses, and is allowed to relocate 35 of the existing Plantersbank branch licenses in non-restricted areas to restricted areas.

China Bank is the local businessmen’s bank with the longest association with its core market, the commercial/ middle market. Mr Chua explains: “We are unique in “We will be stronger in the SME and middle markets. our in-depth understanding of the way Chinese-Filipino “Right now, we are at the post acquisition/pre-merger The combined expertise of the China Bank and businessmen do business. Our personal, very attentive stage. Integration activities have commenced, and Plantersbank team on SME finance will bring about an approach to customer service means our effective platform for the pro-active and focus is not just growing market share but With Plantersbank now part of the China Bank Group, consistent support for entrepreneurs to deepening each customer relationship to and grow their businesses with us,” China Bank is the fifth largest private universal bank start be more intrinsic and holistic, meaning we stated Mr Chua. in the Philippines with P 467 billion in assets as of are not just the right banker but the right partner.”

In his message to all China Bank December 31, 2013. employees after the financial closing Aside from organic growth, China Bank seeks out we are preparing for the tender offer to the minority for the Plantersbank deal, China Bank president Peter opportunities to build scale. In 2007, it entered into shareholders of the remaining 15.23% Plantersbank Dee said: “We have only just begun. The task ahead a bancassurance joint venture with Manulife, one of stock,” said Mr Chua. of us is very clear: to work together in harmony and the leading insurance companies in the world, to form spirit of cooperation to make sure that we are able MCBLife, making China Bank a one-stop shop for our Like in any major transaction, there were challenges. to reap the benefits of this business combination. The customers’ banking and insurance needs.

The biggest was getting the major stockholders growth opportunities and corresponding challenges of Plantersbank to agree to the deals’ mutually are enormous, which is why we cannot overemphasize In the same year, it acquired Manila Bank, the oldest advantageous terms. Another was completing all the fact that we need everybody in this bigger journey. savings bank in the country, and established its the usual regulatory requirements of the BSP. The What we hope to achieve is an outcome where the thrift bank arm China Bank Savings (CBS). CBS has transaction pushed through because of the direct whole will be greater than the sum of the parts, and a mandate to grow on its own, acquiring rural bank involvement of China Bank chairman Hans Sy and where every member of the China Bank group will Unity Bank in 2012. ambassador Jesus Tambunting. be ideally positioned to contribute to the utmost in achieving our business goals of doubling our assets, net Plantersbank has a long legacy of supporting small-and Mr Chua says: “To date, we have 371 branches: 299 income and shareholder value in the next five years.” medium-scale enterprises (SMEs). This is a market for China Bank and 72 for China Bank Savings. With the sector that China Bank knows very well, in fact, it addition of Plantersbank’s 78 branches, the combined shares the same strong commitment to SME finance. branch network is 449 branches—well over the 400 Plantersbank is a good strategic fit with China Bank branch network target of China Bank for 2014. as it will diversify customer markets, significantly contributing to the bottom-line based on its rolling “We are moving forward, making full use of our three- to five-year business plan. common strengths and harnessing the synergies to achieve cost efficiencies. Our combined strength will be Company: China Banking Corporation Mr Chua said: “This deal bolsters our current strategy in significantly positive for our customers as they will be Name: Ricardo R. Chua, Senior Executive Vice two areas – growing our middle market/SME portfolio dealing with a stronger, bigger, and better institution.”

President and Chief Operating Officer and accelerating our network expansion program.

Email: rrchua@chinabank.ph By combining the strong legacy of both institutions, Chairman Hans Sy said right after the MOA signing: Telephone: 00 632 8855403 we strengthen China Bank’s presence in the SME and “We look forward to the future with a renewed Mobile: 00 63918 9092349 middle markets, ensuring the continued development sense of optimism that we are standing on more solid Fax: 00 632 8920226 of broad-based access to financial products and ground. We are working very hard and very thoroughly solutions for SMEs.”

for a seamless and successful merger.”

Acquisition International | March 2014 | 15

DEAL OF THE MONTH: The Russian Direct Investment Fund investment in Cotton Way

Deal of the Month The Russian Direct Investment Fund investment in Cotton Way The Russian Direct Investment Fund (RDIF) is a $10 billion fund established by the Russian government to make equity investments primarily in the Russian economy. In all of its investments, the fund is uniquely mandated to secure co-investment, that as a minimum matches its commitment – thus acting as a catalyst for direct investment into Russia.

After a landmark 12 months of deal making in 2013, RDIF began the new year by investing over $100 million alongside the European Bank for Reconstruction and Development (EBRD) in leading Russian commercial laundry and textile rental services group, Cotton Way. Mitsui & Co Ltd (Mitsui), one of the biggest Japanese trading firms which has extensive experience in Cotton Way’s sector, also agreed to join RDIF as an investor in the company.

Since inception in 2011 the fund has invested $3.8 billion into leading Russian companies alongside some of the largest and most sophisticated global investors. Of this total RDIF has contributed over $900 million, with more than $2.8 billion coming from international co-investors. RDIF also attracted over $10 billion of foreign capital into the Russian economy through long-term strategic partnerships.

RDIF’s mandate to secure a minimum co-investment from global partners, at least equal to its own commitment, sets it apart from other sovereign wealth and private equity companies. With strong links to the state and a team with an unparalleled combination of experience and expertise, RDIF offers investors unprecedented access to large transactions, projects and assets in Russia.

Since November 2011, some of the world’s most renowned names in international finance and industry have invested alongside RDIF to leverage the

Company: The Russian Direct Investment Fund Name: Maxim Arefyev, director Email: pr@rdif.ru Web Address: www.rdif.ru Address: Capital City, South Tower, 7th floor, 8 bld. 1 Presnenskaya nab.

Moscow, Russia 123317 Telephone: +7 495 644 3414

16 | Acquisition International | March 2014

significant opportunities presented by Russia’s strong economic fundamentals, and numerous promising companies. RDIF has active investment partnerships with sovereign wealth funds, private equity, strategic and institutional partners across four continents, with deal flow continuing to increase as the experience of these investors attracts further investment interest in Russia globally.

Cotton Way provides commercial laundry and textile rental services to both local and national state organizations, as well as corporate organizations, including Russian railways, Russia’s ministry of defence, hospitals, fitness clubs and hotel chains including those constructed for the games in Sochi in 2014.

As the clear market leader in a growing industry, Cotton Way is a fundamentally attractive investment proposition. The company’s textile treatment, leasing services and use of leading edge technology further fulfil RDIF’s objective of helping to drive efficiency improvements across Russian business that offers a wider competitive benefit to the Russian economy.

The company’s notable progress before RDIF, ERBD and Mitsui’s investment is testament to the strength of its management and business model. Cotton Way built the country’s largest commercial laundry plant at the Sochi Olympic site, embedding its business within the games, providing a pipeline of future opportunities, both in the athletics sector and at the historic site.

Moreover, as demand for professional textile leasing in Russia – which currently accounts for less than 10% of the overall textile care market in the country – continues to grow the company is well placed to capitalize. The funds from RDIF, ERBD and Mitsui’s investment will be used to exploit these increasing opportunities.

“Work started on the project in June 2013 and the deal was signed in January, so it took approximately half a year to complete everything,” Maxim Arefyev, director at RDIF said. “The main challenge was

negotiating all the details with our partners and the company itself. The deal had quite a complicated structure, so we spent a lot of time in meetings and on conference calls.”

The investment in Cotton Way is the latest stage in RDIF’s far reaching work to attract global capital into Russia. Building on this latest investment, RDIF will continue to identify companies like Cotton Way that display high growth characteristics, and drive efficiency and modernization in the wider Russian economy. RDIF has built strategic partnerships worth over $10 billion of funds ready to be invested in these opportunities, with increasing numbers of potential international investors regularly in dialogue.

“With a growing middle-class that has tripled over the past five years, disposable income rising by over 50%, low unemployment and key pro-business reforms being implemented, we are confident that RDIF’s partners and other international investors will continue to find attractive investment opportunities in Russia,” stated Mr Arefyev.

Discussing the RDIF’s next steps as an investor in Cotton Way Mr Arefyev said: “We are not planning to exit our investment anytime soon. There is a lot of work ahead to help the company develop over the next five years. The business will have to invest a lot, and balance it carefully with developing capabilities in monetising market potential and widening product offering.”

Looking ahead, Mr Arefyev explained that part of the $100 million investment from RDIF, EBRD and Mitsui would be used to construct additional high efficiency laundry factories in key regions of Russia, further strengthening Cotton Way’s market position and diversifying its customer base.

“The future is bright for Cotton Way,” Mr Arefyev concluded. “Utilising the combined experience and knowledge of RDIF, Mitsui and ERBD, we are confident that Cotton Way will continue on its promising growth trajectory and generate attractive returns for investors.”

Since its establishment in 1974 WEIL & ASSOCIES is a law firm dedicated to the service of international companies.

Our firm is devoted to assist companies, international or small and medium-sized, in their commercial or industrial activities in France or abroad through proactive legal advice as well as by the defence of our clients before courts and arbitral tribunals.

Business relationships of German and English speaking countries have always been a major part of our activity.

Therefore, our firm has lawyers admitted at bars in France, Germany and the USA at the same time. Our involvement in the advice to and representation of international clients implies that all lawyers write and speak fluently German, French and English. In the course of time, our activity conducted us to broaden our horizon and to represent companies from countries such as Japan, Korea and China.

Even though all lawyers are specialised, we believe in an enrichment of the juristic creativity by a large field of experience in legal advice and defence.

Our work is based on mutual trust with each and every client, international companies as well as small and medium-sized enterprises. Each client’s activity, products and professional environment are carefully taken into consideration as our goal is to provide our client with tailor made solutions which take due account of the client’s specific business interests.

Thanks to the small size of our firm, we compose a team of dynamic lawyers who are acquainted to respond rapidly and with flexibility to the client’s needs. We shall never forget that the essence of our work, be it legal advice or advocacy, is to achieve an economically valuable result for our client.

26, Avenue de la grande armée 75017 Paris Tél : +33 (0)1 44 15 98 98 Fax : +33 (0)1 44 15 98 99

info@weil-paris.fr

www.weil-paris.fr Acquisition International | March 2014 |

DEAL OF THE MONTH: Kefi Minerals

Deal of the Month Kefi Minerals

It is always essential to explore new opportunities – something KEFI Minerals’ experienced management team has done with aplomb; its latest move being the acquisition of 75% of the Tulu Kapi licence in Ethiopia, which it completed in December 2013. As a result, by 2017 the aggregate estimated production at projects in Saudi Arabia (Jibal Qutman) and Ethiopia attributable to KEFI Minerals could exceed 80Koz Au p.a.

The addition of Tulu Kapi means that KEFI Minerals is now on the cusp of moving from exploration to development of a strong cash-generating project while also significantly transforming the company’s growth potential.

Establishing a presence in the Arabian-Nubian Shield KEFI Minerals had been examining the ArabianNubian Shield, which remains hugely under explored compared with Australia and Canada, for the previous three years before signing terms with ARTAR

18 | Acquisition International | March 2014

KEFI Minerals joined AIM in 2006 with the focus on Turkey and the surrounding region. It has since examined numerous expansion opportunities, evolving into a key player in exploiting the highly prospective Arabian-Nubian Shield.

– a decision which set the foundations for rapid development in Saudi Arabia and the more recent foray into Ethiopia. The partnership with ARTAR was key, given their local knowledge and contacts in Saudi Arabia, facilitating KEFI Minerals’ aim of growing a footprint in the region.

To date, four of the 23 exploration licence applications have been granted in Saudi Arabia. Rapid progress at its flagship Jibal Qutman prospect provides a template for the company’s development plans.

Having been granted the exploration licence in July 2012 the company has been quick to establish the credentials of this prospect, and within 12 months established its maiden JORC compliant resource, which was updated in November 2013 to a total indicated and inferred resource of 17.7Mt at 0.84g/t Au for 480,000oz Au. The Jibal Qutman Licence covers an area of 99.9km2

and hosts part of the prospective Nabitah-Tathlith Fault Zone, a 300km long fault structure with over 40 gold occurrences and ancient gold mines. Reverse circulation (RC) drilling is continuing at pace on the ground – consistently revealing further expansion of mineralisation as the company moves towards a prefeasibility study and closes in on its first mining licence application this year.

The Benefits of Operating in the Region The Arabian-Nubian Shield is a prospect for gold and copper and extends from Egypt and Saudi Arabia in the North to Sudan, Eritrea and into Ethiopia. It hosts well known deposits like Sukari (13Moz Au), Mahad adh Dahab (6Moz Au), Hassai (2.1Moz Au), Bisha (1Moz Au, 330Kt Cu) Jabal Sayid (99Mt at 1.2% Cu), and is where Ma’aden has proved up 13Moz Au in the past decade.

Ethiopia has diverse untapped mineral resources and is actively encouraging exploration and development.

The Lega Dembi mine, producing 135Koz pa Au

DEAL OF THE MONTH: Kefi Minerals (1.98Moz Au) is the largest gold mine in Ethiopia.

Government policies and regulations have helped the country attract mining investors. Currently, there are 136 companies working on 246 licences. Gold is Ethiopia’s main mineral export, with exports rising from $5M in 2001 to $602M in 2012. It has been mined since ancient times, primarily as alluvial or free gold.

Income tax was reduced in July 2013 from 35% to 25% and the government is expected to soon announce a reduction in the gold royalty rate. The prospectivity of the area is highlighted by the fact that majors, Newmont and Goldfields recently commenced exploration for gold in Ethiopia. Meanwhile, the few studies undertaken so far by UNDP and others reported occurrences and deposits of gold, tantalum, soda ash, potash, coal, nickel and platinum in different parts of the country.

Tulu Kapi Acquisition With a growing footprint in Saudi Arabia and proven understanding of the Arabian Shield’s geology the company seized the opportunity to add the Tulu Kapi licence in Ethiopia to its portfolio. The focus here is on refining the definitive feasibility study (DFS) prior to development in 2015. In addition to its 75% stake in the prospect, KEFI Minerals has pre-emptive rights over the remaining 25% participating interest owned by Nyota Minerals.

Tulu Kapi was first mined in the 1930s and a DFS was completed in December 2012, which produced a JORCcompliant inferred and indicated resource estimate of 25Mt at 2.34g/t Au (1.9Moz Au), including a probable reserve of 17Mt at 1.82g/t Au (1.0Moz Au).

This DFS was based on the work performed to date, which included over 120,000m of drilling and an aggregate expenditure of over $50 million.

Generating Value The plan for Tulu Kapi now is aimed at reducing the anticipated capital and operating expenditure, which should allow for a lower start-up risk and a higher overall return.

KEFI Minerals believes a limited programme of RC drilling, surface sampling and metallurgical test work in 2014 will be sufficient to refine a DFS for planned development in 2015 based on a production plan of approximately 85Koz Au p.a. Management’s preliminary estimates of the Tulu Kapi project indicate attractive operating costs of $500/oz Au. An internal scoping study is for a 1.2Mtpa open pit carbon in leach processing plant. The initial focus will be on the open cut of approximately 12Mt at 2.31g/t Au, which has been delineated from within the existing reserve over a 10 year mine life, while underground mining could extend the potential mine life.

The plan is to conduct surface sampling, trenching, a limited amount of ‘in pit’ RC drilling and metallurgical test work. As such, the work programme up to the end of May 2014 has been submitted to the ministry of mines with trial mining planned for the second half of this year. A new indicated and inferred resource will be calculated, as well as an optimised pit plan for a revised probable reserve.

KEFI Minerals intends to drive value at Tulu Kapi by starting with a smaller open pit, than had previously

been planned as it focuses on higher grade material – with a head grade of 2.4g/t Au. This is merely the start-up plan and will form the base for expected future expansion. Given the current price of gold it is essential that the company keeps costs down, and with an estimated capex of $143 million there is huge scope for it to increase the potential return on investment.

The key now is on producing a new interpretation of the orebody.

Experienced Management Team KEFI Minerals has experienced mine development geologists and engineers, who have improved understanding of the geology and its structural controls along with refining the development plan. As such it is well placed to evaluate the opportunity for potential future open-pit expansion, complementary underground mining and heap leach operations, and exploration of the district for satellite deposits.

KEFI’s managing director Jeff Rayner - a geologist with over 24 years’ experience in gold exploration and mining in Australia, Europe and Asia, turned to Saudi Arabia in 2009 having established a partnership with leading Saudi construction and investment group Abdul Rahman Saad Al-Rashid & Sons Company Limited (ARTAR).

Jeff brings a wealth of experience to the company – having started his career in Australia with BHP Gold and later Newcrest Mining Limited. He was involved in the early exploration discovery of the Cracow and Gosowong epithermal deposits and the Cadia Hill deposit, all of which are now operating mines.

KEFI has an exceptionally strong board to rely on; non-executive chairman Harry Anagnostaras-Adams is drawn on from time to time into a hands-on role as required supporting management, such as during the Tulu Kapi acquisition and its subsequent bedding-down.

He was formerly managing director of AIM-listed EMED Mining Public Limited, where he led the corporate restructuring, installed the team and personally led the re-engineering of the project from the site. He was also previously managing director of ASX and AIM-listed Devex Limited (later Gympie Gold Limited), deputy chairman of the Australian Gold Council, executive director of investment company Pilatus Capital Limited and general manager of natural resources investment company Clayton Robard Limited. He was an inaugural senior investment manager in Australia for Citicorp Capital Investors Limited and was manager of Australian mergers and acquisitions for CitiNational Merchant Bank.

Non-executive deputy chairman Ian Plimer (B.Sc. Hons, PhD, FTSE, FGS, FAIMM) is professor of mining geology at the University of Adelaide (2005-present) and was previously professor and head of earth sciences (University of Melbourne 1992-2005) and professor and head of geology (University of Newcastle (19851991). Previously, he worked in the Australian mining industry and at various universities. He is a prominent Australian geologist, has published 130 scientific papers, seven books and is a regular broadcaster. He was director of CBH Resources Ltd from 1998 until takeover in 2010 and sits on the boards of Ivanhoe Australia Ltd Ormil Energy Ltd and the unlisted TNT Resources Ltd. Finance director John Leach has over 25 years’ experience in senior executive positions in the mining industry internationally and is currently also the finance director of EMED Mining. He holds a Bachelor of Arts (economics) degree and a Master of Business Administration. He is a member of the institute of chartered accountants (Australia), a member of the Canadian Institute of Chartered Accountants, and is a fellow of the Australian Institute of Directors.

KEFI Transformation KEFI Minerals has now become an operator of two gold development projects within the highly prospective Arabian-Nubian Shield which has been its primary focus since 2008. The projects have significant resource growth potential beyond the deposit estimates already reported.

The company is focused on seizing opportunities to develop into a self-funding explorer of areas of Saudi Arabia being opened for modern exploration for the first time, in Ethiopia, to develop a profitable long term operation in the best interests of all stakeholders.

Company: KEFI Minerals Plc Name: Jeffrey Rayner, Managing Director Web Address: www.kefi-minerals.com Telephone: 00 90232 381 9431 Fax: 00 90232 381 9071

Acquisition International | March 2014 | 19

DEAL OF THE MONTH: Equis Funds Group and Partners Group co-led investment to form Japan Solar

Deal of the Month Equis Funds Group and Partners Group co-led investment to form Japan Solar January saw Partners Group and Equis Funds Group successfully close a USD 250 million investment to develop a dedicated Japanese solar platform. The investment consortium, co-led by Partners Group and Equis Funds Group on behalf of their clients and including Equis investors Babson Capital, LGsuper and Qantas Superannuation, will fund the construction of utility-scale solar power plants across Japan, with the first plants expected to start generating electricity in the second half of 2014.

Acquisition International speaks to David Russell, CEO, Equis Funds Group about the deal, the future of newco Japan Solar and how the investment secured Equis Funds Group’s relationship with Nippon Renewable Energy KK (NRE).

Equis Funds Group is one of Asia’s largest independent energy and infrastructure private equity managers. Equis currently manages US$960 million with offices across Bangalore, Bangkok, Beijing, Hong Kong, Manila, New Delhi, Singapore and Tokyo. Equis employs 24 investment professionals with over 215 years of Asian energy and infrastructure experience across 125 Asian energy and infrastructure transactions.

Equis Funds Group Primary Aims To establish utility businesses which dominate key sectors of Asia energy and infrastructure, creating significant co-investment opportunities for our investors and sustainable employment and improved standards of living for local communities.

Equis Funds Group distinguishes itself through country and sector mapping, isolating unique sectors in each country providing the highest risk adjusted returns. The company aims to establish utility businesses to saturate and dominate the

Passion for Private Markets

Company: Equis Funds Group Name: David Russell Email: david.russell@equisfg.com Web Address: www.equisfg.com

20 | Acquisition International | March 2014

target sectors with embedded project development, engineering design and construction and operational management experience.

Through target control (not minority) investments, minimising local partner and exit risk, management teams are treated as and regard themselves as “Equis” personal not “partners” thereby minimising local management and operational risk.

Equis Funds Group has a proven track record in successfully managing construction risk in emerging market energy & infrastructure and realising superior returns from the value creation from construction through to successful commissioning of operations.

David commented on the rationale behind the deal: “We ( Equis ) and PG commenced exploring Japan Solar over 18 months ago with a strategy to identify an independent Japanese utility and ensure the build-out of an experienced Japanese management team.”

“Today NRE employs a dedicated real estate team to manage Japanese land risk, dedicated engineering team to facilitate the rapid assessment and design for individual project sites and dedicated project development and investment team to ensure all stakeholders including Japanese instrumentalities and communities are consulted and benefit from the project initiatives.”

“The investment rationale is to build one of Japan’s most successful independent solar IPPs, employing Japanese staff, building Japanese projects for the benefit of Japanese communities.”

“Renewable energy is a stable, government supported power initiative. Developed economies which are reliant of imported fossil fuels need to develop their own resources for the management of long term sustainable power systems. Solar power has acceptable technology risk and does not involve the cost and complication associated with managing raw material inputs and combustion processes with residual waste.”

“Equis has successfully completed the construction of solar generation facilities around South-East Asia which have performed to expectations and therefore

our confidence in and preference for the sector is strong.”

David further elaborated on the challenges they faced over the 18 month completion process: “ One of the key challenges was identifying an experienced, reliable Japanese management team given that utility scale PV solar generation facilities are a relatively new concept in Japan: this will be a significant barrier to entry for new participants. Also identifying and securing land: requires real estate experience (we have a dedicated real estate team) and a deep balance sheet (we currently have $250m).”

“Another hurdle we had to overcome was the reluctance of Japanese banks to lend to solar construction programs. We will provide 100% equity finance for our initial projects which will assist in establishing a Japanese track record and bank confidence.”

“We will assess the success of the investment in a year’s time by evaluating the progress of the first projects, which will have commenced operations and the expansion of the management team which should havel stabilised with 20-25 staff.”

“Another bench mark for success is that the capital raised to date should have been invested or committed against projects under construction.

We would also like to see local offices established in those prefectures experiencing investment activity with successful social community and solar educational programs underway.”

What does the future hold for Equis Funds Group?

Do you have any predictions or expansion plans for the next 12 months?

“A new Asian energy and infrastructure fund and significant levels of co-investment for our investors will continue to be a cornerstone of Equis’ success.

We are forecasting to make equity commitments of $800-1,200 million in Asian energy & infrastructure over the next 12 months.”

“We currently manage 7 utility businesses strategically positioned as major market makers in key power and utility sectors across Asia and we expect the number of utilities under our management to double in the next 12 months.”

DEAL OF THE MONTH: ADKM Acquisition of Feintechnik

Deal of the Month ADKM Acquisition of Feintechnik

Acquisition International speaks to Omer Rehman and Harald Pöttinger, both partner at Alpine Equity Management AG (short: Alpine) and as such responsible for business development and the development and exit of investments, about AI’s deal of the month “ADKM Inc. (short: ADKM) Acquisition of Feintechnik GmbH Eisfeld (short: Feintechnik) in January 2014”.

Omer comments on his back-ground prior to cofounding Alpine “Before I joined Alpine I worked for Roland Berger out of Vienna in Central and Eastern Europe and Russia on various projects like growth strategy consulting, M&A activities and restructuring projects.” Harald added “Before I founded Alpine back in 1999 I worked for a large regional bank, Vorarlberger Landes- und Hypothekenbank AG in Bregenz, where I was Head of Internal Audit and Head of Corporate Clients, Sales and Risk Management.”

Alpine manages a major Austrian private equity fund (HYPO EQUITY Unternehmensbeteiligungen AG; short: HUBAG) and focuses on small and medium-sized businesses in German-speaking countries.

Alpine’s mission is to internationalize established businesses in various industries and to help them grow sustainably and profitably. Apart from Feintechnik Alpine has also successfully internationalized Amann Girrbach AG (a dental equipment specialist sold to an US-based private equity company) and Pachem AG (etiquette specialist sold to a Canadian strategic buyer). Both companies were already sold a couple of years ago with outstanding returns.

Omer comments: “We see ourselves as reliable and competent partner for fully committed entrepreneurs and managers who want to advance their company in terms of sales growth and company value.”

Harald further elaborates on the distinguishing features of Alpine: “HUBAG is structured as evergreen, which means investments can be done on a long-term basis; we consider this as key competitive advantage as the optimum exit date can be found without time and exit pressure.”

HUBAG applies an opportunistic investment approach, meaning that we are not focused on particular industries; there are certain industries we tend to avoid though, like real estate and financial institutions for example.

Our expertise comprises internationalizing companies; other typical investment reasons are business succession, product innovation, expansion of production capacity or growth after successful turnaround.

We are looking for investments with turnover between EUR 20 m and EUR 100 m at point of investment.

So what was the strategic reasoning behind the sale?

Omer commented: “As private equity investors we typically resell our investments after a couple of years.

Alpine and the co-investor Invision Private Equity AG (Swiss-based private equity fund; short: Invision) took over 100% of Feintechnik back in 2007 in the course of a business succession, therefore, it was clear that we would sell Feintechnik in the foreseeable future.”

During the holding period Alpine and Invision could more than double turnover, expand Feintechnik’s customer base significantly and innovate / modernize product range (e.g. introduction of 5 blade razor for both men and women) – therefore the investors had achieved their goals.

grinding competence, the so-called Gothic Arch; just two other players on earth command the same level of competence.

“Finally”, Harald added, “we have found in Invision, an excellent partner who shared our vision of Feintechnik’s future and also complemented our own expertise in a good manner.”

How will the sale affect Feintechnik and its customers? & what is the significance of this sale?

Omer commented: “As the new owner is active on the US-market, Feintechnik will become a truly global player with sales and customers on nearly each continent.”

Looking at the big picture reveals the eventful history of the company; originally founded by an entrepreneur, Feintechnik was then owned by the Treuhandanstalt (agency that privatized state-owned, East German enterprises), before it was sold to another entrepreneur and then to us (Invision and Alpine); finally, Feintechnik is purchased by a start-up company – backed by an USbased hedge fund; that’s a really big story.

Omer and Harald concluded: “Overall, we think Harry’s is an excellent partner for Feintechnik and will be able to grow the firm in the (by us) untapped US market and will subsequently globalize the company.”

Feintechnik had already cooperated with Harry’s (Harry’s is the brand name and company under which ADKM sells its system razors in the United States) for some time prior to our exit and the two firms seemed to complement each other in a good way.

What more can you tell us about this deal?

Harald answered: “Feintechnik is an outstanding business which operates in a very interesting market with just a few players and high barriers to entry.”

“Feintechnik is also characterized by outstanding grinding technology; it applies the highest standard of

Company: Alpine Equity Management AG Email: office@alpineequity.at Web Address: www.alpineequity.at Address: Bahnhofstraße 14, A-6900 Bregenz, Austria Telephone: +43 5574 47192-0

Acquisition International | March 2014 | 21

Egypt’s prestigious law firm providing first class service to clients around the globe...

Maher Milad Iskander & Co. is a law firm that was established in 1985 in the most prestigious areas of Cairo, Egypt .Our Firm is specialized in commercial matters in general, besides a number of relating criminal issues.

We advise and defend Egyptian and foreign listed and unlisted companies operating in a wide range of sectors, including, but not limited to, automobiles manufacturing, telecommunications, pharmaceuticals, food, housing, ceramic, building materials, tourism, aviation, yarn & textile, banks and financial institutions and energy

46 Thawra Street, Sodic Tower, Heliopolis, Cairo, Egypt Telephone: (+202) 22911276 - 24189028 (+202) 22912036 - 222911349 Fax: (+202) 24592659 Email: info@mahermiladiskander.com

mahermiladiskander.com

SECTOR SPOTLIGHT: The Foreign Account Tax Compliance Act: Are you Prepared?

The Foreign Account Tax Compliance Act: Are you Prepared?

With implementation just around the corner, most individuals and entities that are involved in making or receiving payments that fall within the scope of the Foreign Account Tax Compliance Act (FATCA) - would have hoped to now be making their final preparations. As it stands though, FATCA, layered with complexity and demanding in compliance seems to have many reaching for the panic button.

With implementation just around the corner, most individuals and entities that are involved in making or receiving payments that fall within the scope of the Foreign Account Tax Compliance Act (FATCA) - would have hoped to now be making their final preparations. FATCA is layered with complexity and is demanding in compliance, those affected would do well to seek the advice of those in the know……..

Acquisition International catches up with Dr. Zein Elabdeen Ali Ahmed at Elarabi Auditing & Consultancy for a bit of background on their firm and to detail what Elarabi Auditing & Consultancy has to offer to those doing business in Sudan.

Elarabi Auditing & Consultancy is a 5 partner firm operating from a single office in the centre of Khartoum. Elarabi Auditing & Consultancy is one of best known audit offices in Sudan and

renowned for its excellence in service. The Certified Public Accounting firm offers the full range of core services including auditing (both internal and external), taxation consulting and financial advisory to a broad mix of clients in the oil, civil engineering, technology and agriculture sectors.

Elarabi Auditing & Consultancy ensure they are up to date with policy and the regulations surrounding the act to ensure they can advise clients in their jurisdiction to ensure their compliance.

Sudan, with English as its official language, is now ranked among the world’s fast growing economies. The country is rich with petroleum and oil and partners mainly with Japan and China.

When it comes to advising on compliance to the Foreign Account Tax Compliance Act Dr. Zein Elabdeen Ali Ahmed and his team possess a wealth of knowledge and experience which can prove to be a vital asset to any management team or set of individuals who need to understand the complexities surrounding compliance to FATCA.

Company: Elarabi Auditing & Financial Consultants Name: Dr. Zein Elabdeen Ali Ahmed Email: zeinco@gmail.com Web Address: www.el-arabi.net Address: PO Box 6202(111113), Katareena St, South of Sharooni Complex, Khartoum 2, Sudan Telephone: +249 9183 475288

Acquisition International | March 2014 | 23

SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with…

2014’s Pipeline to Success: Partnering with...

In today’s globalized world, where ever-increasing volumes of trade and investment are being conducted and huge sums of money can be transmitted around the earth at the press of a button, the demand for international companies is greater than ever and consequently the figures for new company formations are ever-rising.

A.I. takes a look at some of the main regions affected around the globe.

Papua New Guinea: Acquisition International speaks to Stanley Kewa at PNG Power Ltd for an overview of their firm and what they have to offer as service providers.

------------------------------------------------------------

Company: PNG Power Ltd Name: Stanley Kewa Email: SKewa@pngpower.com.pg Web Address: www.pngpower.com.pg Address: Box 1105, Boroko, NCD, Corner Wards Road\Gordia Street, NCD, Port Moresby, Port Moresby 111, Papua New Guinea Telephone: +675 7362 1594

24 | Acquisition International | March 2014

PNG Power Ltd (PPL) is Papua New Guinea’s state-owned supplier of electricity and is a fully integrated power authority responsible for generation, transmission, distribution and retailing of electricity throughout Papua New Guinea and servicing individual electricity consumers.

PPL services customers in almost all urban centres throughout the country encompassing industrial, commercial, government and domestic sectors. Where possible, the services extend to rural communities adjacent to these urban centres.

PPL is also undertaking a regulatory role on behalf of the Independent Consumer and Competition Commission (ICCC). These responsibilities include approving licenses for electrical contractors, providing certification for models of electrical equipment and appliances

to be sold in the country and providing safety advisory services and checks for major installations.

The government-owned utility, PNG Power, operates 19 independent grids and transmission systems as part of its role as the key service provider for electricity in the country. These grids supply power to the national capital, Port Moresby, and to 26 other urban centres. About 115 megawatts are installed in or near the national capital, Port Moresby.

PPL’s vision is to make electricity services accessible and customer friendly for all. The team at PPL are dedicated to providing a reliable electricity service and in doing so promote a profitable professional growing company offering employee fulfilment while contributing to the development and well-being of present and future customers.

SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with…

Troy Wegman / Shutterstock.com

Australia: Open for Business Why choose to do Business in Australia?

Australia was ranked 11th in the world in The World Bank’s Doing Business 2014 report for ease of doing business. With an economy that has shown GDP growth 22 times out of the last 24 quarters Key Issues to consider Australia provides a stable economic and political environment for which to operate your business.

Based on many years providing advice to foreign start-up operations we have outlined below some of the key issues to consider before starting a business in Australia:• Understanding the Australian market (How are we different than your current market?)

• Commercial viability and understand when your employees activities will create a permanent establishment (Are you likely to make a profit and why do you need an Australian presence?)

• Foreign investment guidelines (What rules are there for investing?)

• Immigration of key personnel involved in the business (Are your key people able to obtain visas?)

• Business structure (What entity are you going to operate from?)

Why have some global businesses failed?

The above key issues may seem simple however we had a client with a large successful presence in the US market start their restaurant chain in Australia. They pulled out within three years because they hadn’t thoroughly understood the difference in the Australian psyche with regards to waitresses and their state of dress (or lack of).

Starbucks is another well-known example making the decision to close 61 of its 84 Australian stores in 2008 only 8 years after entering the market. The American company admitting it had struggled in Australia’s “very sophisticated coffee culture”.

Australia already has fantastic local baristas who all know your name, order and who make great coffee and have done since the influx of European immigrants after World War II. Starbucks was also potentially likened to the McDonalds of coffee, fast, consistent but not a premium experience. Having said that McCafe was created and launched by a McDonalds licensee in 1993 in Melbourne and is now the largest coffee shop brand in Australia.

Organisations that lose sight of what initially made their business successful and fail to recognise the importance of local culture or as Starbucks did fail to adopt to the different market, will always fail.

Commencing Business Having decided your business is likely to succeed the next steps are the simplest. It takes just one day to incorporate a subsidiary proprietary limited company provided you satisfy the legal requirement of having at least one Australian resident director. This role initially is either an employee or a local director providing this service for a fee.

Once the company is incorporated, tax and employee registrations are applied for. A recent change by the taxation office requires all directors and shareholders to now provide proof of Identification in order to receive an Australian Business Number (ABN) not just the Australian Director.

Potential time delays A few time delays occasionally occur regarding opening bank accounts (we get around this by offering our client trust account for use until your bank account is operational), drafting employment contracts particularly with regard to employee share option plans (ESOP) and moving employee entitlements as a result of an acquisition.

States making our businesses more competitive in the search for key employees.

Reasons to commence business in Australia With interest rates at 2.5%, a strong Australian dollar and a sophisticated labour market many US and UK companies are commencing business in Australia. One such new client is Virtual Instruments.

Virtual Instruments, an industry leading Infrastructure Performance Management company provides a platform that enables visibility into real-time performance, health, and utilisation metrics throughout the open systems stack. Todd Osborne Regional Vice President for Asia Pacific, made the decision to commence in Australia based on its “top IT market and being a rapid adopter of new technology”.

With a highly skilled and experienced workforce it is no surprise we already have world recognised companies operating in Australia.

Our beautiful weather, gorgeous coastline, fantastic coffee and ease of doing business will ensure your business succeeds provided you get the key issues as listed above right. Having a good Chartered Accountant as your adviser doesn’t hurt either!

About the writer Kylie Parker is a Director of Logicca Chartered Accountants with over 20 years’ experience assisting Australian start ups . Logicca was formed in July 2006, is in the top 100 BRW accounting firms and receives referrals for services from our membership with NIS Global, UK Trade and Investment, Amcham and existing clients. Kylie provides accounting and tax services to many globally well known companies and enjoys doing so.

The ESOP rules were tightened by the Labour government in 2009 at a time when their popularity was also being reduced by the economic downturn. Given the increased complexity, administrative costs and tax burden many companies ceased to provide ESOP’s.

With the recent change in Government to a more business friendly Liberal leadership this is now subject to a review with the intention that this area of our tax legislation becomes comparable to start up ventures in the United

Company: Logicca Chartered Accountants Name: Kylie Parker Email: contact@logicca.com.au Web: www.logicca.com.au Address: Level 6 151 Macquarie St Sydney NSW 2000 Telephone: +61 2 8238 6900

Acquisition International | March 2014 | 25

SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with…

Cambodia:

Kingdom of Wonder’ is leading in the growth of FDI amongst all the ASEAN nations; jumping 73% from 900m in 2011 to 1.56bn in 2012.

VDB Loi is a leading law and tax advisory firm with more than 60 transactional lawyers and tax advisors providing the highest quality solutions for transactions and taxation, across offices in Cambodia, Indonesia, Laos, Myanmar, Vietnam and its liaison office in Singapore.

-----------------------------------------------------------Led by partner Clint O’Connell it has advised a wide range of clients, on structures and the taxation aspects of their operations in Cambodia, including legal due diligence, corporate income tax, personal income tax and indirect taxes.

The leading sector in Cambodia for foreign investment remains light manufacturing, although construction and tourism have also made gains. The government has worked diligently making it easier for foreign investors to gain access to property and capital, proving a willing and reliable partner for foreign investors. The first seeds of a more complex industry are germinating, while Cambodia’s tremendous agricultural potential remains largely untapped.

Cambodia is booming; this Southeast Asian country of 14m is rapidly transforming into an economic hotspot, competing with regional rivals to become the leading destination for foreign investment. ‘The

Company: VDB Loi Name: Clint O’Connell, partner Email: clint.oconnell@vdb-loi.com Mobile: 00 855 10 333 509 Web Address: www.vdb-loi.com Address: Level 6, Phnom Penh Tower, 445 Monivong Blvd., Phnom Penh

Cyprus: Future Hub for Natural Gas Cyprus has increased its prominence as an international financial centre since it became a member of the EU in 2004. A fully EU compliant taxation system combined with a professional workforce, flexibility to do business across many jurisdictions, has placed Cyprus as the choice of preference for structuring international investments across the EU, Russia and the CIS, India, the Balkans and the Middle East.

-----------------------------------------------------------Natural gas findings off the coast of Cyprus: In 2007, Cyprus added itself on the world energy map with the discovery of substantial resources

Company: Aspen Trust Group Name: Andreas Athinodorou, CEO Address: Elia House, 77 Limassol Avenue, 2121 Nicosia, Cyprus Web Address: www.aspentrust.com Email: andreas.athinodorou@aspentrust.com Telephone: 00 357 22418888 Fax: 00 357 22418890

26 | Acquisition International | March 2014

With the recent 2013 election behind it, the government is now looking to further develop reforms and tax incentives for incoming FDI. There are no restrictions on foreign capital in Cambodia and the local economy is based on the US dollar with minimal banking regulations for foreign investors and significant investments are nearly always made in US dollars. An attractive opportunity for foreign investors is to register a qualified investment project, which may provide attractive tax incentives, customs exemptions and an expedited one-stop-shop registration process.

With its least developed country (LDC) status Cambodia provides favourable trade conditions with the US, European community and other significant international markets, resulting in Cambodian companies able to export to many of the world’s biggest markets.

of natural gas and oil. This discovery led to new strategic alliances for cooperation with Israel and other neighbouring countries for the commercial exploitation of these energy reserves. The first exploration license was given to the US-based, Noble Energy International LTD. In the second round of licensing, in December 2012 a whole new group of international energy companies from the US, Norway, Canada, France, Italy, Australia, South Korea and Israel added themselves to list of interested parties in the energy reserves of Cyprus.

What are the opportunities?

The creation of the new industry of oil and gas in Cyprus gives rise to a numerous investment opportunities, and attracts international companies and investors to the island. These investors and companies need assistance in the best way to do business on the island; tax structuring, legal administration, meeting local regulations, financial reporting requirements, HR and immigration matters. Above all, they need a service partner who can guide them through the maze of investing in a new industry, in a new country.

What we can do for you?

The Aspen Trust Group has been offering, since 1998, the complete range of services that are needed to structure investments through and into Cyprus. These services include advice on the optimal legal structure for an international investment, setting up the legal entities required

Proper structuring and a thorough understanding of local law and regulation is necessary to achieve meaningful growth, and a substantial return on investment that the Cambodian market can provide.

Although Cambodia has, possibly the region’s simplest company set up; a foreign investor can set up a wholly foreign owned company in a matter of weeks, with a minimum initial capital of only $1,000 and a streamlined registration process, Cambodia is a regional leader in ease of company establishment.

Foreign investors are protected under article 8 of the law on investment, which states: ‘A foreign investor shall not be treated in any discriminatory way by reason of the investor being a foreign investor, except in respect of land as set forth in the Land Law’.

For foreign investors acting independently, the process can be confusing and challenging, however if a local advisor is used, foreign investors can register a Cambodian company with minimal hassle and cost.

Therefore, while Cambodia’s formal process may be complex, in practice registration is straightforward.

In conclusion, from the perspective of the foreign investor, the AEC means larger markets, improved access to production inputs and improved financial and physical infrastructure. With some of the least expensive labour and land in ASEAN, Cambodia is poised to be one of the greatest beneficiaries of the AEC. Industries in the best position to gain from the AEC include garments and light manufacturing, agriculture and financial services.

in Cyprus and in another 20 jurisdictions, offering ongoing management services, including day to day back office administration, banking and treasury services, accounting and financial reporting and tax compliance services.

In relation to the oil and gas services, we have created a dedicated energy desk that will support the international companies looking into setting up operations in Cyprus. Its services include: • Advice for optimal structuring of investment and operations • Compliance assistance for the local oil and gas regulations • Acting as liaison with all local authorities and key decision makers • Offering corporate administration and back office supporting • Provision of office space and meeting room facilities • Local accounting and VAT compliance • HR and payroll services • Immigration and residence services Concluding remarks: In the crossroads of three continents, Cyprus has always been a centre for trade and investments. We invite you to explore the possibilities available in Cyprus now by talking to us.

Let us help you build your investment focus and your wealth by offering our local and international expertise.

SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with…

Greece: Bahas, Gramatidis & Partners is one of the leading law firms in Greece with a sound Greek and foreign client list and led by managing partner Yanos Gramatidis. The firm is heavily involved in corporate and commercial law with its emphasis in M&As, company formation and restructuring. Its labour law practice is one of the strongest in the country, while it also well known for its financial law practice including banking and capital markets. The firm is involved in major privatisation projects representing either the Hellenic Privatisation Agency or foreign and local investors due to its well-known public administration law practice. Mr Gramatidis believes that what makes the law firm different is the fact that it combines law practice with experienced advocacy on complex client matters.

------------------------------------------------------------

Bahas, Gramatidis & Partners Company: Bahas, Gramatidis & Partners Name: Yanos Gramatidis Address: 26, Filellinon Street, Athens 105 58, Greece Web Address: www.bahagram.com Email: y.gramatidis@bahagram.com Telephone: 00 30 2103318170

The current business environment in Greece is at a very interesting phase; in the middle of a complete change of the country’s economic model through major reforms necessary to boost growth, eliminate barriers to business activity and increasing competitiveness. For all these factors Greece is becoming a quite attractive business destination, and this is mainly the reason for which a long number of investment funds and multinational groups are exploring investment opportunities, which are many due to the severe economic crisis that the country is undergoing.

Company formation becomes more and more easy nowadays due to new legislation eliminating long company formation procedures and introducing new forms of low cost companies. As a result of the changes in company formation legislation we notice that the demand for the formation of the new low cost companies is dramatically increasing, thus increasing also the work volume for our firm.

A low cost company may be formed in one day with a negligent paid-in capital without complicated procedures. Any private individual or legal entity, local or foreign, may now form any kind of company in Greece.

Funds, the IMO and the Organization of American States Committee on Ports.

With more than three decades of service to the nation behind it, The Grenada Ports Authority (GPA) is today better equipped than ever to play a major role in the economy of the nation.

As well as working with international organizations and local ports to promote better regional commerce and improved relations, the Authority plays a key role at home, in particular in public sector investment. Working with the Ministry of Finance, it draws up projects to develop the port and the environment, especially the coastal zone.

The GPA continues to be Grenada’s focal point for international organizations in maritime matters. Its staff represents Grenada at regional and international conferences, most recently at the Transport Committee of the Association of Caribbean States, the Caribbean Memorandum of Understanding on Port State Control, the IOPC

Company: The Grenada Ports Authority (GPA) Web Address: www.grenadaports.com Email: grenport@spiceisle.com Telephone: 473-440-3013 | 473-440-3418

28 | Acquisition International | March 2014

2014 is expected to be the first good year for Greece after a six year recession. Most of the crucial conditions for facilitating and encouraging business activity have already been dealt with by means of new legislation, and even a big number of OECD proposals as to how to increase the competitiveness of the Greek economy is ready to be introduced by the government. This means also that the legal work will be positively affected, and therefore, we have any reason for being optimistic.

We are thrilled that Bahas, Gramatidis & Partners is part of this big change either by helping the government draft and implement new legislation facilitating business activity, or by advising private clients as to how to position themselves in the business scene, contribute to and benefit from the forthcoming growth of the country.

Due to the fact that Greece is now ready to get out of the recession and meet growth, and also after the recent recapitalisation of the Greek

Grenada:

Recent initiatives and investments by the GPA have been designed to boost Grenada’s potential for cargo handling, the cruise sector and tourism.

All of these bring direct benefits to the economy and people of the country.

banks which are now eager to finance new business, company formation is a very challenging exercise, especially for start-ups. At the same time the Athens Stock Exchange is introducing a new parallel market for start-ups based on innovating activities which is meant to boost growth by giving new small companies access to cheap financing.

The initial phase of expanding the main port in the Carenage was followed by the adventurous development of the Melville Street Cruise Terminal.

In parallel with the new cruise terminal - and in a departure from the core business of the Port Authority - the GPA was heavily involved in the financing and operation of the Melville Street Bus Terminus as part of the wider Melville Street development.

The GPA is actively involved in an outreach programme involving the local community. In recent years it has organized and sponsored a Coastal Zone Management Competition for primary schools. The Ports Authority has also sponsored the Carriacou Regatta Festival and has assisted young members of the Grenada Swimming Association. It also continues to support the Grenada Community Development Agency.

Opened in 2005, the Terminus provides parking for 250 buses and was designed to ease traffic congestion in St George’s. About US$ 4.0 million has been invested in this project.

In addition the GPA is represented on the national Sustainable Development Council which considers matters pertinent to the nation’s long term sustainable development.

The future looks bright for Grenada - thanks in no small part to the GPA’s efforts over the past three decades in building the economy for the benefit of all islanders.

The past decade has seen many changes in the country’s fortunes and these have been matched by the GPA’s vision in developing its range of port services.

Whatever the future holds for Grenada, one thing is certain - the GPA will be leading from the front.

Down the years, there has always been motivation for developing the port and attracting commercial ship calls - and that is still the case today. As the island and its main port face a revitalized future, there is surely much more to come.

SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with…

Guyana: Open for Business GO-INVEST is the gateway connecting the world to Guyana, enabling entrepreneurs from around the globe to tap into the wealth of trade and investment opportunities available in the country. It is the government agency for any investor seeking the best and most accurate counsel for a business start-up, growing an existing one or exploring overseas markets.

-------------------------------------------------------------------------GO-Invests mission is to: contribute to Guyana’s economic development, promoting and facilitating local and foreign private-sector investment and exports in accordance with the country’s approved strategies.

Guyana’s current investment climate is abuzz and booming with potential allowing both local and foreign investors to develop and expand. According to United Nations’ WESP report 2014, Guyana’s economy grew by 4.6% in 2013, and is projected to grow by 4.5% in 2014, the highest growth projection for the region.

Guyana offers a very attractive investment incentive regime to both foreign and domestic investors in the following sectors: • Agriculture and agro-processing • Light manufacturing • Services • Energy • Tourism • Wood products • Information and communication technology • Mining.

Italy: Tonucci & Partners is a well-known Italian leading law firm, founded in 1994, headquartered in Rome and currently with offices in Milan, Padua, Florence, Prato, Bucharest (Romania) and Tirana (Albania). The firm’s work focuses on international and domestic corporate clients in order to assist on a multidisciplinary basis (including, among several practice areas, corporate finance, EU and antitrust, employment, criminal and tax) in multi-jurisdictional transactions and litigation with reference to a wide range of industries.

---------------------------------------------------------------------Founder partner Mr. Mario Tonucci says: “We challenge ourselves in exceeding clients’ expectation, being flexible with their needs and understanding with their own targets. Because the world and the business change rapidly we keep ready to change with them, and provide talented, friendly and open-minded lawyers, to be more valuable to clients. Our core values focus on learning for the client, learning with the client and learning from the client.”

Despite any concern or negative forecast, due to the changeable scenario of the global economics and

Local and foreign investors can attest to the on-going improvements in their key areas of concern: • Maintenance of political, economic and social stability • Strong financial sector • Expanding modern infrastructure – bridges, roads and telecommunications • Continuous reform of laws, regulations and key public service institutions • Expansion and modernization of the education, health and housing sectors • Growing local business sector • Forward-looking international outlook by the government – low carbon development strategy.

Business ownership Forms of business ownership include; single ownership – sole proprietorship; partnership – in any form; and company – incorporated businesses both domestic and foreign.

Without regulations governing the proportion of ownership by partners or joint ventures in a partnership, the individual concerned has the right to choose whether to invest alone, or have partners determining the form of that relationship.

Regarding private incorporated companies, there are no restrictions on the shareholders nationality.

• •

Full and unrestricted repatriation of capital, profits and dividends Benefits of double taxation treaties.

Sector specific incentives Dealing with more specific incentives available within each of the eight sectors listed above. These incentives include zero rates on customs duty and VAT on vehicles, air planes, boats and engines, agro-chemicals, processing equipment, hotel upgrades etc.

Other incentives Besides fiscal incentives, Guyana also offers the flexibility of either, purchasing or leasing land privately or state land.

Conclusion With few exceptions – some limitations in the mining and financial sectors – foreign and domestic investors receive equitable treatment and have the right to establish, own and operate business enterprises,engaging in all forms of economic activity.

Fiscal incentives available There are various types of fiscal incentives available, comprising of: General incentives These are across the board incentives available to all Investors, including: • Zero rate on customs duty and value added tax on most plant, machinery, equipment, raw and packaging materials used in goods production by manufacturers and small businesses • Unlimited carryover of losses from previous years • Accelerated depreciation on plant and equipment

domestic power delusions, Italian manufacturing and talent remain a solid pillar of our country. The family run business in several industries, including pharmaceutical and luxury businesses, have both increased, enhancing the managerial approach and internationalization perspective, and represented a good opportunity to foreign large investment, especially from the EU, China, Russia and the US. A trustworthy reform scenario is expected to improve the legal and tax framework in order to facilitate the boost of new investments and ventures.

We are strategically located, enhancing changing technology and growing through the addition of talented professionals. Our domestic clients and foreign investors do appreciate our knowledge of the territories and business. We provide added value in supporting the internationalization process of leading and medium size foreign companies, in Italy and Eastern countries, and in scouting opportunities for business, providing a full range of legal and tax services as required.

Italian corporate law was fully reformed almost 10 years ago in order to provide a range of vehicles and instruments for investment. The incorporation procedure of companies is based on formalities which

Company: Guyana Office for Investment (GO-Invest) Address: 190 Camp and Church Streets, Georgetown, Guyana.

Telephone: (592)-227-0653, (592)-225-0658 Fax: (592) 225-0655 Email: goinvest@goinvest.gov.gy Web: www.goinvest.gov.gy

are similar to other European jurisdictions and do not cause concern to foreign investor.

After years of low growth, the economics forecast for 2014 seem to confirm the consolidation of the Euro Zone. The Italian prospected tax and law reforms, e.g. less bureaucracy for citizens and companies, flexibility in employment, attractive investments, speeding up the settlement of claims, etc. are expected to cause a long-term positive trend for investments, and consequent growth and vitality of Italian companies and businesses.

Tonucci & Partners

Company: Tonucci & Partners Name: Mario Tonucci Email: mtonucci@tonucci.com Web: www.tonucci.com Telephone: 00 39 06362271

Acquisition International | March 2014 | 29

SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with…

Macedonia: MENS LEGIS Law Firm (Mens Legis) was founded in 1995, and is recognized as the first law firm in Republic of Macedonia. It’s headquartered in Skopje, Republic of Macedonia, providing high quality legal services to national and international clients. Focusing on business and corporate law, the firm’s practice areas include mining, energy projects, banking, IP, labour relations, real estate, competition, financing, legal due diligence, etc.

-----------------------------------------------------------With a proven track record of successes, the firm has highly skilled, experienced lawyers each specialize in their own area with support from 10 outsourcing consultants and attorneys in law. The team is always prepared to address the unique and increasing needs of its clients providing its services and suggestions based on domestic regulations.

Company: MENS LEGIS™ Law Firm Name: Filip Ruben, junior partner Address: Blvd. ‘Sv. Kliment Ohridski’, No. 54/3-2, 1000 Skopje, Republic of Macedonia Email: mlegis@t-home.mk Telephone: 00 389 2 3126 462 Fax: 00 389 2 3115 677

The Marshall Islands: Tatyana Cerullo, managing member introduces us to the firm of attorneys; Marshall Islands Lawyers, practicing corporate and maritime law and litigation in the Marshall Islands and US. With over 60 years’ combined legal experience it practices in private practice, the Marshall Islands government, US government, large US law firms, and private and public companies.

------------------------------------------------------------

Marshall Islands Lawyers

Company: Marshall Islands Lawyers Name: Tatyana Cerullo Email: info@marshallislandslawyers.com Web Address: www.marshallislandslawyers.com

30 | Acquisition International | March 2014

Junior partner Filip Ruben explains: “We assist clients, proposing suggestions to the authorized institutions regarding amendment and modification of the domestic legal frame to avoid the obstacles faced by clients, achieving the most effective methods to meet our client’s needs.”

There have been improvements in the environment and opportunities for starting new businesses in Republic of Macedonia over previous years, with plenty of new laws adopted, also amendments and changes have been implemented in the current legislation, all in favour and support of the private business sector.

Republic of Macedonia has intensified reforms targeted at improving the business environment and developing the country’s private sector by deducting the capital requirements for business start-up, speeding up the processes for obtaining permits and simplifying tax payment procedures.

A company can establish and register in the central registry of Macedonia in one day. This refers to residents and well as to non-residents, natural and legal persons. Registration fees have been decreased significantly and reforms have been conducted in the area referring to the co-operation of governmental institutions with the private sector to improve opportunities for doing business.

The Macedonian government is continuously working on attracting foreign investments, creating legal and tax incentives as well as other benefits

We represent Marshall Islands non-resident corporations, directors, shareholders, and entities or persons doing business with them. We provide legal opinions and advice on all aspects of Marshall Islands corporate and business law, including tax, contracts, licensing, and securities law. We draft corporate documents and contracts and assist with due diligence for transactions involving Marshall Islands legal entities. Our maritime practice includes providing legal opinions for shipping mortgages, and our litigation practice includes enforcement of, or defences to enforcement of foreign judgments and arbitration awards in the Marshall Islands.

What makes us different is that we understand that trust is important when retaining a law firm from afar. We are responsive and provide quick feedback using up-to-date technology to close the gap across the oceans. We have the experience and professionalism to resolve your Marshall Islands legal issues.

for the investors. ‘Road shows’ abroad of high level governmental representatives, have increased the country’s visibility on the international map and has produced results with foreign companies starting their businesses in Republic of Macedonia.

A good option to consider is the starting a new business in the technological industrial development zones (TIDZ’s). The TIDZ’s provide significant customs and tax incentives, and investors in TIDZs are entitled to a 10-year profit tax exemption and a 100% reduction of personal income tax for a period of 10 years. Investors are exempt from payment of VAT and customs duties for goods, raw materials, equipment and machines. Land in the TIDZs is available for longterm lease up to a 99 year period at concessionary prices.

Brownfield investment opportunities for the businesses also exist, where former industrial land and objects are now being vacant or underused.

They have the potential to be redeveloped and within the agency for foreign investments of Republic of Macedonia.

“We hope that the presented opportunities regarding investing and doing business in Republic of Macedonia are useful for the interested parties and helpful in the decision-making process for finding a suitable environment for new business start-ups,” concludes Mr Ruben.

The Marshall Islands government initiated the ship registry program in 1988 and in 1990 adopted the Maritime Act, which is a modern law in line with shipping industry standards. To aid the ship registry program, the Marshall Islands also enacted the Marshall Islands Associations Law in 1990, which encompasses the Business Corporations Act, Partnership and Limited Partnership Act, Unincorporated Associations, and the Limited Liability Company Act. These laws are modelled after US corporate law with flexibility for organization of corporate governance and with modifications suitable for offshore companies, such as electronic or facsimile filings, bearer shares (allowing ownership by way of physical possession of the stock certificates), and no requirement for apostilles or notarizations by consular officials for the execution of documents.

As a result, the Marshall Islands ship and corporate registry has become one of the largest and fastest growing registries in the world.

SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with…

Mexico: Found in 1997, INS began to satisfy logistic requirements from local customers. Today, INS has developed a good portfolio of customers that need to import or export to or from the whole world. We provide freight transportation, custom brokerage, logistics, and information services, legal and regulation advice, to a big variety of customer and cargo. Being founding members of the Security Cargo Network gives us access to associate agencies all over the world in order to provide quality and trustworthy services.

Thanks to our competitive rates, and our organization, we get to handle a great volume of cargo. INS offers services through almost all the existent carriers in the market, and gives you more flexibility so your company doesn’t get involved into contractual liabilities.

Logistics, together with a complex governmental regulation and fluctuating market conditions, are a difficult challenge that Small and Medium Enterprises have to overcome. INS facilitates all this procedures and minimizes risks; we’re your solution in order to let you concentrate on your real business. Come to us and let your experience beat your expectations.

People Quality service is only available with high capacitated people. We recruit, retain and

Mozambique: Shishir Kanakrai, managing partner at KP Associates, SA Law Firm introduces his firm; founded in February, 2009 by company’s current himself and senior lawyer Shishir Kanakrai who believe that that firm should offer its clients, not only a comprehensive legal service, but also advice on local business according to the client’s needs.

Although small with a culture to match, it has the technical skills of a large firm. Its lawyers work an efficient, service-oriented team, partnering with clients, and it is distinguished by its pledge to offer advice on foreign investment and corporate law.

Currently in Mozambique there is a low threat from terrorism and the wealth of mineral resources in, especially in Tete region is leading to a boom, with growth hitting 7.1% last year, accelerating to 8.1% in the final quarter. The national currency was the best performing in the world against the dollar and investment is pouring in on an unprecedented scale, which has boosted it to sixth in the world’s 10 fastest-growing economies of the past decade.

motivate only valuable people which teamwork let you have a fast and excellent service. As well, our Guadalajara agency has created a network focused on freight forwarding services all over the world. As the weather at Guadalajara, you’ll only find warm and joyful people at your service.

Culture Self-improvement is one of our core values, we work with professionals to give you the best service. A long term relationship is our ambition, so each of your shipments is handled with the most dedicated attention. As we know that small and medium firms business is as important as any big firm, we’re engaged with information confidentiality.

Mission As a top freight forwarding consultant, our goal is to support and guide to facilitate your imports or exports, so you can become a more competitive company. As a tactical objective, we like to be in constant formation to keep updated on regulations, technologies and process, so our people can provide a high quality service.

Vision Our vision is to grow as a team to become a link in Mexico’s integration to the international market. We would like to have the most personal service to small and medium enterprises, and help them achieve their integration to the global economy.

The country, riven by civil war for 15 years, is poised to become the world’s biggest coal exporter within the next decade, boasting possibly, the last big coking coal mine in the world and the recent discovery of two massive gas fields has turned Mozambique into an energy hotspot.

The deceleration of poverty reduction in the face of robust economic growth is the defining development challenge today, there is a need to diversify the source of economic growth, integrating capital-intensive mega-projects with the government’s poverty reduction strategy, improving the political climate. Improving the provision of public goods to facilitate inclusive growth, promote a greater voice and citizen participation while building transparent and accountable economic and political systems, and accelerating investment climate reforms can meet these challenges.

Growing at an average annual rate of 6%-8%, and one of Africa’s strongest performances, Mozambique’s ability to attract large investment projects in natural resources is expected to bring continued high growth in coming years. The

Values • Professionalism: We work with a highly qualified team to give the best service. We compromise to give you fast and high quality attention to every cargo we handle.

• Long term relationships: We like to develop long term business relationship, in order to achieve them, we employ suppliers with crystal clear information and we always report to you when anything comes out suddenly.

• Honesty: The most important of our core values, confidentiality is a policy at the company. All the information that we manage is closed to third party firms.

• Hard work: We have come a long way thanks to our hard work since 1997.

• Quality: We only propose and offer services that we can give within high quality terms.

Our reputation is preceded by us.

Company: Intercontinental Network Services Email: info@insmexico.com.mx Web: www.insmexico.com.mx Address: Napoleón #77, Vallarta Norte, Guadalajara, Jalisco, México. 44690 Telephone: 52 (33) 3630-5656 to 59

prospects for economic growth in Mozambique are positive and while overall lower prices for mineral commodities put some pressure on revenues in 2013, there is a general consensus that these raw material prices will recover in 2014 and 2015.

Economic development will be supported by strengthening domestic demand and increasing production in the mining and service sectors.

Company: KP ASSOCIATES, SA LAW FIRM Name: Shishir Kanakrai Email: shishir.kanakrai@kpalawfirm.com Web Address: www.kpalawfirm.com Address: Avenida de Liberdade, Tete, Mozambique Telephone: 00 258843216220

Acquisition International | March 2014 | 31

SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with…

New Zealand: Helmore Ayers is the third oldest law firm in Canterbury, New Zealand,and was founded by Mr G N Helmore.

The firm has a large practice based around asset ownership structuring, commercial law and property transactions, which includes consultancy work for

Company: Helmore Ayers Email: lawyers@helmores.co.nz Web: http://helmores.co.nz/ Address: 38 Birmingham Drive, Middleton Christchurch 8024, New Zealand Telephone: 0064 3 3665086

32 | Acquisition International | March 2014

legal and accounting firms, banks and trust companies both domestically and internationally. In recent years this business has grown and the firm has expanded its service by presenting national and international seminars on related topics for the Institute of Chartered Accountants of New Zealand, the New Zealand Law Society and the Society of Trusts and Estates Practitioners.

New Zealand trusts and limited partnerships are successfully used and enjoy a justifiably excellent reputation in many jurisdictions as tax and succession planning vehicles for families and individuals with assets located in either one or several jurisdictions.

Alternatively they are excellent structures for organisations requiring investment or holding vehicles in a ‘safe’ jurisdiction with a reliable and corruptionfree legal system. If structured correctly these investment-planning vehicles will be exempt from New Zealand taxation.

In each case, New Zealand legislation and regulations allow the client to enjoy a very high level of confidentiality, which in today’s ever-changing political

and socio-economic landscapes is crucial for family security.

The foreign trust structure does not require registration, and there is no requirement for licensing the private trust company. The Revenue requires a director of the trustee company to be a member of an approved organisation (a New Zealand registered lawyer, accountant or STEP member) in order to enjoy the tax exemptions.

The New Zealand Limited Partnership is New Zealand’s answer to the foundation. It is a registered entity (thereby obtaining the limited liability enjoyed by companies), and as a consequence will not cease to exist on change of partners. If the limited partner is located offshore along with the assets, the limited partner will not be taxed in New Zealand.

New Zealand is a member of the OECD and FATF – and has extensive tax treaties with most major jurisdictions. We therefore enjoy a reputation enjoyed by the high tax jurisdictions with all the tax and security advantages of the offshore world.

SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with…

TZIDO SUN / Shutterstock.com

Singapore:

inevitably arise in today’s international business environment.

Acquisition International catches up with Abraham LLC (Abraham) about what the firm has to offer to those doing business, or looking to do business in Singapore.

----------------------------------------------------------------Abraham LLC is a boutique law corporation confining itself in the main to corporate, mergers and acquisitions, commercial and taxation matters, and is headed by one who has had enormous experience in the sphere of cross-border transactions and international tax planning, as well as planning for high net-worth individuals.

The firm has a reputation for advocating unconventional approaches and for developing stratagems, as a grandmaster would do in chess. Its international experience and links with law firms in other jurisdictions enable it to have its strategies and documentations reviewed expeditiously when it is engaged in a cross-border transaction.

The team at Abraham is led by Mohan Raj Abraham.

The very fact that the firms is led by a person who is a qualified accountant, who spent nine years in one of the ‘Big 4’ audit firms before moving into law practice, and who has been intimately involved with entrepreneurs in the development of their businesses says much for the ability, and the capacity of the firm to offer a pragmatic, and commercial approach; coupled with high quality expertise, to resolving intricate issues that

He was with the inland revenue authority of Singapore for three years as an assessor, then joined the tax department of Turquand Young (now Ernst & Young), a major accounting firm, at their Singapore and London offices. Mr Abraham returned to Singapore after reading law in London, and re-joined their Singapore office as a consultant.

He spent nine years as a tax practitioner with them, and was involved in a great deal of international tax and death duty planning.

Swaziland:

Swaziland, can provide company secretarial services, assist with work permits, the initial registration of a business, assist in obtaining relevant licences as well as giving general sound commercial and financial advice.

Acquisition International speaks to Musa Dlamini at M.L. Dlamini Attorneys about what their firm has to offer those doing business or seeking to business in Africa.

----------------------------------------------------------------M.L. Dlamini Attorneys are a firm of Attorneys, Notaries, Conveyancers and Trade Mark Agents based in Swaziland. The firm was formed 9 years ago has a strong reputation for excellence across a number of fields of expertise.

Musa Dlamini and his team are able to assist with forming businesses across Africa and in particular

Mr Abraham qualified as an accountant in 1969 (B.of Accy, National University of Singapore) and as a Barrister-at-Law (Lincoln’s Inn), Inns of Court, London in 1974.

Mr. Dlamimi is Chairman of the Swaziland Development Finance Corporation (FINCORP) which deals with political matters and offers advice on strategic direction and is also Executive Director of Sanlam Investment Management Swaziland Limited.

He is a most respected and highly regarded legal professional in the African continent, and always strives to provide a solution which is cost effective, professional and properly executed in a timely manner to all those he works with.

Mr Abraham has worked with some high profile clients throughout the course of his career including a member of the royal family in Brunei, Burger King in Singapore and Malaysia, Morgan Grenfell and the government of Indonesia. He has assisted clients in major transactions, assisting in the developing of many businesses and has a wealth of experience and know-how. He is a highly recognised and regarded legal professional in his specialist areas and jurisdiction, and would prove to be a great asset to those doing business or, looking to do business in Singapore.

Company: Abraham LLC Name: Mohan Raj Abraham Email: admin@abrahamlawoffice.com Web Address: www.abraham.sg Address:19 Keppel Road, #09-05 Jit Poh Building, Singapore 089058 Telephone: 00 65 6513 2382

M.L. Dlamini Attorneys Company: M.L. Dlamini Attorneys Name: Musa Dlamini Email: hlopef@triplec.co.sz Web Address: www.mldattorneys.com Address: Office Mez 04, 2nd Floor North Block, Corporate Plaza, Swazi Plaza Telephone: +268 2404 3144/+2405 0383

Acquisition International | March 2014 | 33

SECTOR SPOTLIGHT: Introducing 2014’s Most Regarded Litigators

Introducing 2014’s Most Regarded Litigators Although the statistics show that Alternative Dispute Resolution is on the rise, there is still a place for the battle-hardened litigator who is ready to argue their client’s case in court.

AI introduces 2014’s most regarded litigators and finds out what makes a good litigator and how their marketplace is changing.

Mr Paulo Fohlin is a founding partner of Advokatfirman Odebjer Fohlin (AOF), together with Kristian Odebjer. AOF are members of the Swedish Bar Association and thus advocates but the firm is based in Hong Kong. Mr Fohlin focuses on international arbitration and court litigation relating to arbitration. He also works on other contentious matters, acting as arbitrator, counsel and adviser in disputes. Kristian Odebjer focuses on transactions. The firm is associated with FitzGerald Lawyers, a firm of Hong Kong solicitors.

-----------------------------------------------------------Mr Fohlin explains the advantages his firm has over local and global competitors in his area of expertise: “Part of the answer is my long experience as a full time dispute resolution lawyer. Fresh from law school in 1988, I started practicing court litigation and arbitration at the leading Swedish firm Vinge. Given Sweden’s long-standing reputation as the place for international arbitration, I acquired considerable experience over the years in arbitration and court proceedings relating to arbitration. It is also advantageous that my dispute resolution experience covers common law as well as civil law.”

Company: Advokatfirman Odebjer Fohlin Name: Paulo Fohlin Email: paulo@odebjerfohlin.com Web Address: www.odebjerfohlin.com Address: Hang Lung House, Suite B, 5/F, 184-192 Queen’s Road Central, Hong Kong Telephone: +852 3487 4690, +852 6278 8622

34 | Acquisition International | March 2014

Being part of Vinge’s dispute resolution team until co-founding Odebjer Fohlin in 2011 gave Mr Fohlin opportunities to act as counsel in numerous court cases and arbitrations. It is difficult for Mr Fohlin to single out one case that meant more than others. However, a case attracting a lot of international attention was CME versus The Czech Republic, where he acted as one of three counsels for the Dutch company CME. He explains: “We successfully resisted a challenge brought by the Czech Republic to an arbitral award made in Stockholm in 2001 under the Dutch-Czech investment treaty in this high value and politically sensitive case. The court judgment upholding the award was rendered in 2003.”

In relation to emerging litigation trends Mr Fohlin said: “There will, I think, be an increasing awareness among commercial lawyers, not least in Asia, of the potential public international law dimension and protection provided by investment treaties when their clients doing cross-border business run into problems. Instead of only considering seeking contractual remedies against the local contracting party in its home court, the lawyers will consider as a matter of routine whether the problems encountered by the client are rather the result of local or central government interference or lack of protection.

This will be so although the value of international trade is said to amount to about four times the value of international M&A and greenfield investment and usually only the latter but not the former qualifies as a protected investment under the treaties.”

“If there are interference or lack of protection by the authorities, possibilities of investment treaty

arbitration against the home state of the local party may come into play. Many commercial lawyers are still not used to approaching a matter accordingly. At least for years to come, the case load of such treaty arbitrations will continue to grow, to some extent at the expense of cases that would otherwise surface as contractual actions in courts or arbitrations brought against the contracting party.”

Mr Fohlin speaks about the methods utilised to ensure a successful outcome for his firm’s clients. He explains that preparation is key at all stages, like close attention to detail. Thorough factual and legal research should be done early on, however, at the beginning one should focus on getting to know and understand as much as possible about the facts and circumstances and the underlying deal and bargain (if any). It is important to gain the trust of the client as soon as possible so that you are told the whole story from the beginning and no facts or documents are withheld.

Issues regarding the enforcement of a favourable judgment or award should be addressed early on, including issues on the other party’s financial situation. Keep an open mind. You should not necessarily limit yourself to the remedies that the client may have in mind. There may also be legitimate ways for the client to act against the other party before legal action is taken in order for the client to be able to seek and obtain more attractive remedies when the formal legal proceedings are commenced.

Clients who you are able to assist achieve more than they expected, or wished for, when they first approached you are very happy clients, Mr Fohlin concludes.

SECTOR SPOTLIGHT: Introducing 2014’s Most Regarded Litigators

2014 Litigation Law Firm of the Year bankruptcy proceedings. Mr Wallen added: “We are well-respected in our role as co-general counsel for the Commercial Finance Association, which is the trade association for asset-based lenders.”

Mr Daniel Wallen introduces us to Otterbourg P.C. which is a cutting-edge financial services and creditors’ rights firm that has been in existence for more than 100 years. Mr Wallen explains: “Our client relationships typically span decades because we are effective, creative, dedicated and responsive. Each client is treated as the firm’s most important client and each matter as if it were the only matter in which the attorneys were engaged. We provide high quality legal services in a timely and efficient manner based upon a depth of experience that is unique.”

-------------------------------------------------------------As a direct result of Otterbourg’s size, focus and culture, it offers clients: direct contact with experienced, senior attorneys on every matter; in-depth understanding of its client’s businesses to provide advice, not just legal services; practical analysis of available alternatives to best address the issues; and efficient use of law firm resources.

Otterbourg specializes in the representation of financial institutions and creditors, including commercial banks, investment banks, assetbased lenders, hedge funds, private equity firms and their portfolio companies, insurance companies, corporations and entrepreneurs.

It covers all aspects of clients’ businesses, including the structuring and documentation of loan transactions, acquisitions, litigation and alternative dispute resolution, real estate transactions, workouts, restructurings and

Litigation Practice Throughout the US, Otterbourg’s team, including partners Peter Feldman, Richard Haddad and Adam Silverstein litigate cases arising out of debtor-creditor relationships, commercial tort, fraud and contract actions, and disputes among competing lenders. Mr Wallen said: “We are known for our tenacity, aggressive pursuit of remedies, and tireless defence of claims against our clients. However, we also understand that litigation arises within a business context. Our attorneys have the experience and business acumen to analyze sophisticated transactions or business disputes, devising strategies, maximizing benefits and minimizing exposure for clients.

“We are proud of the many important, precedent-setting successes we have achieved at both the trial and appellate levels, as well as critical industry-wide achievements on behalf of the Commercial Finance Association by advocating important policy issues as an ‘amicus’ or ‘friend of the court’. And, we are equally proud to have helped many clients avoid protracted litigation through appropriate counselling, sound advice and negotiation.

“In general, we staff our major litigation cases with fewer attorneys than are typical at other firms,” Mr Wallen explains. “We prefer using smaller teams with deeper knowledge of, and involvement in, each matter, rather than many people performing isolated tasks. Over the years,

we have found that our approach contributes significantly to efficiency, client confidence and associate satisfaction.”

Otterbourg’s litigators are experienced in handling a wide spectrum of international and domestic disputes, including, among other areas: banking, bankruptcy, fraud and business torts, inter-creditor disputes, lender liability, uniform commercial code, accountants’ liability, business dissolutions, class actions, corporate and partnership law, acquisitions, mergers, sales and dissolutions, officer and director liability, shareholder derivative actions, securities law, insurance disputes, and real estate.

On international matters, Otterbourg’s lawyers collaborate closely with counsel in other countries. “We have a deep understanding of the ways in which US law works in relation to international conventions and treaties in cross-border trade disputes and international bankruptcies. We are also experienced in the intricacies of international and domestic laws governing letters of credit and related matters of international trade, finance and international banking,” concludes Mr Wallen.

Company: Otterbourg P.C. Names: Daniel Wallen, Peter Feldman, Richard G. Haddad, Adam C. Silverstein Address: 230 Park Avenue, New York, New York 10169 Web: www.otterbourg.com Email: dwallen@otterbourg.com, pfeldman@otterbourg.com, rhaddad@otterbourg.com, asilverstein@otterbourg.com Telephone: 00 1212 661-9100

Acquisition International | March 2014 | 35

SECTOR SPOTLIGHT: Introducing 2014’s Most Regarded Insolvency Practitioners

Introducing 2014’s Most Regarded Insolvency Practitioners In the wake of the global financial crisis, insolvency law has evolved to meet the challenges of economic reconstruction. 2014 has already seen an increase in Corporate Insolvencies and factors such as the increase in public sector cutbacks and the VAT rise predicts a busy year ahead for insolvency practitioners.

HERMANN Rechtsanwälte Wirtschaftsprüfer Steuerberater; one of the leading German law firms for insolvency administration, debtor-inpossession-proceedings, insolvency law and restructuring, the firm advises business people as well as businesses and financial institutions in all aspects of insolvency, business law, tax, labour law, real estate and construction law. Mr Ottmar Hermann, founder and senior partner explains, “Our special focus is on well-targeted services and diligent consultancy in all areas of business life, and in connection with corporate crises and insolvencies, also across borders.”

------------------------------------------------------------

Company: HERMANN Rechtsanwälte Wirtschaftsprüfer Steuerberater Name: Mr Ottmar Hermann Address: Bleichstr. 2-4 60313 Frankfurt am Main Email: Frankfurt@hermann-law.com Web Address: www.hermann-law.com Telephone: +49 (0) 69 91 30 92 0 Fax: +49 (0) 69 91 30 92 30

36 | Acquisition International | March 2014

As a lawyer, certified auditor and tax counselor Mr Hermann closely deals with refinancing, restructuring and liquidation of companies and corporate groups. As early as 1986 he was appointed as an insolvency administrator in national and international insolvency cases among other Dura Group, EganaGoldpfeil Europe Holding, Georg von Opel Group, Karmann Group, Woolworth Germany, Philipp Holzmann AG, Enron Germany, Swiss Air Germany, Olivetti Germany.

He explains: “I was involved in many turnarounds of companies in various industries, especially the construction, retail and automotive sectors. In 2012 I was appointed as custodian in the case of Dura Group, one of the first proceedings under the new German insolvency law debtor-inpossession proceedings (ESUG).”

The roots of the law firm are in the areas of insolvency and restructuring with its expertise being based on thousands of successful proceedings. For many years, numerous professionals within the law firm have been closely involved as insolvency administrators, handling insolvency proceedings, and are familiar with all the matters accompanying insolvency.

Especially the administration of insolvency presuppose an entrepreneur had a profound

understanding as well as the capability of finding a solution for all subjects on the basis of legal and practical knowledge, which might come out when national and international concern is acquired, operated or sold.

All this extensive expertise and detailed corporate knowledge have led to the fact that HERMANN Rechtsanwälte Wirtschaftsprüfer Steuerberater accompanies national and international concerns as a permanent legal advisor, apart from the administration of insolvency. Beside the classic middle class, there are numerous concerns in the industrial and service sectors who are also HERMANN Rechtsanwälte Wirtschaftsprüfer Steuerberater’s clients. Due to its positive disposition in the market HERMANN Rechtsanwälte Wirtschaftsprüfer Steuerberater is involved in national as well as transnational M&As in all kinds of industries.

HERMANN Rechtsanwälte Wirtschaftsprüfer Steuerberater offers competent and multidisciplinary support to all parties involved in insolvency proceedings, including investors as well as other clients affected by business crisis.

Mr Hermann said: “Insolvency proceedings are carried out, especially in the fields of automotive, aviation, construction and real estate, energy, finance, freelancer, retail, telecommunication and entertainment/gastronomy.”

SECTOR SPOTLIGHT: Introducing 2014’s Most Regarded Insolvency Practitioners LCTaylor has been providing insolvency services to Manitoba and North-Western Ontario for 22 years, growing to be one of the largest insolvency practices in the region, and president Leigh Taylor himself, has been working in the insolvency field since 1975.

-------------------------------------------------------------LCTaylor has always focused on solving people’s problems first. Doing the job with integrity and professionalism have been the main factors in the firms continued growth. Mr Taylor explains: “Ensuring that our clients have complete information, and all of the possible alternatives, makes it possible for them to make decisions that are in their own best interests, and allows for achievable results and satisfied clients.”

For many years the growth in the insolvency field has been in personal insolvencies as opposed to business insolvencies, and an increase in the number of consumer proposals versus personal bankruptcies. Mr Taylor believes this is a trend which will continue, largely because of high personal debt rates and rising interest rates.

The LCTaylor team adopts a ‘hands on’ approach with each client, ensuring the best options are explored and that they offer the greatest chance of success. Ongoing communication with the client during the process helps the client achieve the goals that are set.

Winnipeg skyline in winter in Manitoba, Canada

Ongoing court cases throughout Canada have made subtle, sometimes not so subtle, changes to the interpretation of the Canadian Bankruptcy and Insolvency Act. While the Act itself is under review, there have been no significant changes made to it in the last few years.

Mr Taylor predicts that the anticipated increase in interest rates will put greater pressure on individuals, and families who have been carrying a substantial debt load for several years, saying, “Even a small increase in interest rates will increase the number of individuals seeking the protection of the Bankruptcy and Insolvency Act.” “Our highly trained and experienced staff deal with people in difficult situations every day. They

are trained to treat those people with respect and dignity,” concludes Mr Taylor.

Company: LCTaylor & Co. Ltd Name: Mr Leigh Taylor Address: 702 – 310 Broadway, Winnipeg, Manitoba, Canada R3C 0S6 Email: lctaylor@lctaylor.net Web Address: www.lctaylor.com Telephone: 00 2014-925-6400 Fax: 00 204 956 2335

Acquisition International | March 2014 | 37

SECTOR SPOTLIGHT: Saudi Arabia: Global Leaders in Today’s Market

Saudi Arabia: Global Leaders in Today’s Market Founded in 1978 by Dr. Ali A. Al-Suwailem, the former president of the national lawyers commission, The Saudi Office, Lawyers & Consultants (the “Saudi Office”), has become one of the leading law firms in the field of advocacy throughout the Kingdom of Saudi Arabia (“KSA”), the Middle East and worldwide.

The Saudi Office carries out all representation and litigation procedures, such as filing, defending, and pleading all lawsuits before all judicial and administrative authorities. The Saudi Office provides legal consultation services, ensuring compliance with regulations and rules, drafting, preparing and reviewing all contracts documents, applying the necessary steps to register the companies, draft labour, regulatory and penalties rules, incorporating companies and amending its articles of incorporation, preparing the acquisition and merger of all companies, such as joint stock companies, partnerships and limited liability companies, and incorporating foreign investment companies through the Saudi Arabia general investment authority (SAGIA).

The Saudi Office includes a specialized department dedicated to providing a full range of services pertaining to intellectual property rights, which covers registration of trademarks, service marks, collective marks, quality control marks, patents, industrial design, copy rights, and domain names, in addition to the renewal, amendment, assignment, merger, license, infringement protection, and change of name and address thereof, locally, regionally, and internationally.

The Saudi Office, through the efforts of its founder Dr. Al-Suwailem and its members, is an

Company: The Saudi Office, Lawyers & Consultants Name: Dr. Ali A. Al-Suwailem Address: Omer Bin A. Aziz Rd., Rabwah, P. O. Box 15343, Riyadh 11444, Kingdom of Saudi Arabia Web Address: www.stasa.com Email: sta@stasa.com Telephone: +966-11-4773111 Fax: +966-11-4773953

38 | Acquisition International | March 2014

eminent member of many domestic, regional and international organizations, institutions and associations, such as the INTA, ASPIP, APPIMAF, ICC. The Saudi Office has contractual relations with many domestic, foreign and global companies, in addition to its relation with many governmental and semi-governmental authorities in order to provide legal services and satisfy all their legal needs.

Dr. Al-Suwailem continues: “As a pioneering force in the dynamic field of legal services in the Kingdom of Saudi Arabia, the Middle East and the whole world, we, the Saudi Office, Lawyers & Consultants appoint highly qualified professionals to provide effective and practical solutions to our clients in all legal matters in order to achieve our mission.”

The KSA is one of the countries which embrace businesses due to its strategic geographic location.

Saudi Arabia is deemed to be the vital core of Asia and Africa, and the heart of the Middle East, therefore, it contains an integrated prosperous national economy, and is classified as one of the G20 and a pioneer in the Middle East and Africa for the ease of business performance.

Furthermore, the factors which enable the KSA to be the best and top in attracting investments are the; increase in oil production, mark up of oil prices, large number of projects carried out by the government, industrial projects, and the construction of many economic cities.

Plans carried out by the government of the Kingdom have assisted in creating a healthy atmosphere encouraging new projects due to wise preparations.

Comparing the KSA with other countries, the decrease in taxes in the Kingdom is behind investors’ high profits and gains. Also, the political stability in the Kingdom is one of the most important factors which made Saudi Arabia an entrusted investment destination. As a result of possessing all of these privileges, and more,

the Kingdom is an exceptional destination in the international arena, attracting world investments.

Dr. Al-Suwailem says of the Saudi Office: “We commit ourselves to the highest standards of integrity and professionalism while striving to meet the needs and exceed the expectations of our clients. We operate the Saudi Office, Lawyers & Consultants in a way that is in the best interest of our clients, employees, and community, using the most modern technologies when dealing with clients worldwide to develop and redevelop processes that best fit their needs.

“We endeavour diligently, to retain our distinctive and continuous success, in addition to our professional repute in the Middle East, Asia, Africa and the whole world, through offering our legal services honestly, while maintaining our guiding principles in sorting out and pursuing our clients’ demands.”

Saudi Arabia is one of the three most developed countries in the world, making opportunities for investment available in, mostly all economic sectors. The Kingdom’s economy is open and welcoming for every investor whose investment adds to country, brings experience, or in addition to investment, would create job opportunities. Keen to support any investor who is willing to participate, the Kingdoms government endeavours to diversify the income sources and transfer technology.

One of the main challenges facing Saudi Arabia’s economy Dr. Al-Suwailem believes is the concentration on natural resources, instead of diversification. Furthermore, investing in this area has led to excess of consumption of resources in general, and specifically, consumption of power.

In conclusion Dr. Al-Suwailem adds: “Diversifying the investments in Saudi Arabia can be achieved by foreign investors, who would export the Kingdom’s technology and notions, expanding them in different fields of investment.”

SECTOR SPOTLIGHT: Saudi Arabia: Global Leaders in Today’s Market Definition Aacharkh Founded Falata and Murad Law Firm in 2000 as a professional solidarity between the two partners of the founding Hamid Bakr Falata and Abdullah Mohammed Murad, aims to provide legal services compliant with Islamic Sharia and legal norms and domestic and international, and through the hard work of seeking to promote and disseminate the concept professional for the legal profession and legal awareness of vision backed by planning in order to achieve its goal in the preservation and maintenance and re rights through advocacy and advocacy, counseling and drafting contracts and providing legal services to a variety of distinctive, efficient, speed and safety, flexibility and confidentiality. Believing in the company of the importance of attracting qualified professional excellence has attracted many of lawyers and legal advisers to Asahmu in achieving the company’s goals and aspirations, as well as been assigned many of the competencies distinctive and specialized in many branches of the law and the law to check the company aims to provide distinguished services in the field of law and legal advice Vhzit company Falata and Murad Law Firm confidence of many of the figures and businessmen and local and regional businesses and international.

The vision of the company Hard work and dedication and the Secretariat to reflect the values and concepts of justice and human rights for the provision of services to its customers through a distinct legal service. Message Company Formation texture work is distinctive and coherent and integrated in the legal profession and legal advice

Established in early 1999, MOHAMED BEN LADEN LAW FIRM is a leading business and litigation law firm providing complete legal services to serve the needs of businesses, governmental entities and individual clients in the Kingdom of Saudi Arabia and around the world MOHAMED BEN LADEN LAW FIRM advises on both local and international transactions with extensive experience managing global projects At MOHAMED BEN LADEN LAW FIRM our strong team of professional international lawyers and legal counsels offers top quality legal service covering most industries, backed by a strong litigation team with wide experience in Conciliation, Alternative Dispute Resolution and Arbitration MOHAMED BEN LADEN LAW FIRM cooperates with many leading law firms in the United States, Europe, Africa and Asia to provide our Clients with full international legal expertise in most jurisdictions MOHAMED BEN LADEN LAW FIRM is your local law firm with international exposure, reputation and success stories • Administrative Law MOHAMED BEN LADEN LAW FIRM is specialist in advising foreign and local contractors, subcontractors and governmental bodies on all aspect of administrative contracts (drafting, reviewing, payment disputes, delays, performance problems…)

to achieve the results that distinguish the looks of it customers. Company Logo Our motto honesty and professionalism through and see the permanent acquisition of scientific expertise and ongoing process. Services Company The company offers many of the legal services of attorneys and legal advice, for example: 1. Formulation of all types of contracts in both (Arabic - English) clearly and accurately, and provide legal advice and legitimacy based on the scientific basis and practical experience distinctive.

2. Representing clients before all courts and the Office of the Ombudsman and committees and judicial bodies in Saudi Arabia in defending and pleading and preparing and drafting memoranda and regulations defense interceptors.

3. Establishing, modifying and liquidation of companies and organizing secretariat meetings of boards of directors and partners and to provide legal support and advice and opinion and the issuance of licenses to foreign investment and industrial licenses and otherwise.

4. Registration of trademarks and trade agencies, patents and intellectual property and industrial designs and prosecution of her attackers prosecuted.

5. Experts in the field of arbitration and the representation of clients in disputes, arbitration and conciliation.

6. Collection and follow-up of debt during the

MOHAMED BEN LADEN LAW FIRM has wide experience representing and advising our Clients in compensation claims related to contracts signed with governmental bodies and objections before Cassation courts • Arbitration, Alternative Dispute Resolution In Business and Commercial transactions, Arbitration has become one of the preferred dispute resolutions between parties, providing privacy, promptness and confidentiality.

At MOHAMED BEN LADEN LAW FIRM our lawyers are expert in the ICC Rules of Arbitration, Arbitration Law of Saudi Arabia and the GCC Rules of Arbitration.

Our lawyers are members of various international and regional Arbitration Centers, including the London Court of International Arbitration (LCIA), the Chartered Institute of Arbitrators (CIArb), the International Court of Arbitration and the GCC Commercial Arbitration Center

collection department of the company.

7. Providing public services to the customers in front of (the Ministry of Labour, interest should Zakat and Income, and other government departments).

Air-space Cooperate in our company with some of the best law firms and law firms around the world with expertise in all areas and functions of the professional and the associated economic projects and financing and investment such as privatization and the establishment of partnerships and management of tax exemption and registration of trademarks, patents and grounds and procedures to protect intellectual property.

Falata and Murad Law Firm Company: Falata and Murad Law Firm Name: Definition Aacharkh Email: info@halawyers.com Web Address: www.halawyers.com Address: Kingdom of Saudi Arabia – Jeddah Al-Madina Rd, Saudi Business Center Office Number 307 - 308 Telephone: +966 -12- 6523818 Fax: +966 -12- 6500371

Conciliators or Mediators, gathering wide experience to assist our Clients in their disputes through Alternative Dispute Resolution tools • Construction & Engineering MOHAMED BEN LADEN LAW FIRM enjoys high legal skills and full understanding of the contracting industry practices in the Kingdom of Saudi Arabia.

We handle all contracting-related matters, claims and litigations before competent authorities.

MOHAMED BEN LADEN LAW FIRM represents many international consultancy and contracting companies under contracts with Saudi governmental bodies.

Our experience covers every legal aspect of the Construction and Engineering sector, enabling us to render efficiently our services to include every possible unforeseen event that our Clients may encounter.

Our services cover drafting and reviewing Arbitration Clauses, advising on the appropriate applicable law and Seat of Arbitration and related dispute procedures MOHAMED BEN LADEN LAW FIRM has handled disputes covering various sectors and domains, representing private and public clients. We are also specialized in procedural enforcement of local and international Arbitral Awards Lawyers at MOHAMED BEN LADEN LAW FIRM have acted successfully in resolving disputes as

Company: MOHAMED BEN LADEN LAW FIRM Email: info@mbl-lawfirm.com Web Address: www.mbl-lawfirm.com Address: P.O. Box 66144, Riyadh 11576 Kingdom of Saudi Arabia Telephone: +966 11 4777799 Fax: +966 11 4730044

Acquisition International | March 2014 | 39

SECTOR SPOTLIGHT: Malta: An International Investment Hub

Malta: An International Investment Hub Insurance Gems: Look out for SPV’s in Malta Securities and business associate at PKF Malta Dr. Marilyn Mifsud introduces us to useful and beneficial insurance vehicles, and Malta as an insurance domicile.

In a sea of uncertainty, one cannot but thank heavens, for the use of SPVs in the insurance sector. This novelty has blazoned the trail for new legislation whereby, risk transferring through reinsurance contracts has been widely recognised as an advantageous way forward.

The payment of a premium for this valuable benefit is deemed an idyllic solution to eliminating unwanted risks. The SPV in turn issues bonds or notes to the capital market to fund itself, thereby benefitting the insurance industry significantly and squaring the circle. 1 Welcome at this junction, the birth of reinsurance special purpose vehicles, which come shrink wrapped in regulations that only entered into force late last year – 27 December 2013. This is a milestone development in Malta - a jurisdiction geared up to meet the ever complex requirements of modern age insurance risks.

The Malta financial services authority (MFSA) issued the regulations which signify a tangible totem pole for Malta to the Solvency II compliance regime. These regulations were envisioned to act as a foundation stone for growing erudition in the industries of catastrophe bonds, longevity risk transfer, insurance sidecars, collateralised reinsurance and other insurance risk securitisation transactions in Malta.

All this mirrors the reinsurance directive and the Solvency II directive, where under both one meets with the implementation of a working regulatory framework for SPV in insurance. This is advocated under the former and actually required under the

Company: PKF Malta Name: Dr. Marilyn Mifsud, securities and business associate Address: 35, Mannarino Road, Birkirkara, BKR 9080, Malta Web Address: www.pkfmalta.com Email: info@pkfmalta.com Telephone: 00 356 21 493 041 or 00 356 21 484 373 Fax: 00 356 21 484 375

40 | Acquisition International | March 2014

latter. 2 Having these regulations means that once again, as was the case with legislation on PCC and ICC that Malta has succeeded in beating the constraints of time, and succeed in overcoming the legislative compliance pressures to adopt PSVP regulations that came into force ahead of the Solvency II regime.

Simply put, an SPRV is set up as a company incorporated in Malta, and as all others is subject to corporation tax in respect of its worldwide profits at the standard tax rate of 35%. However, upon distribution of such profits, the shareholders of the SPRV should be entitled to a refund of part of the Maltese tax suffered on such distributed profits. The standard tax refund (payable within two weeks of application) amounts to six-sevenths of the Maltese tax suffered on the distributed profits, resulting in an effective minimum Maltese tax burden of around 5%, post-distribution of profits and post-tax refund.

An SPRV is to be fully funded at all times to the maximum aggregate exposure under the risk transfer contract. In this regard, claims of debt holders and investors providing financing to the SPRV are to be subordinated to the claims of the ceding undertaking in terms of the risk transfer contract. The assets of an SPRV are to be valued in accordance with generally accepted accounting principles and practice, while the proceeds of the debt issuance by the SPRV are to be fully paid-up.

Back to the SPRV legislation in Malta, this will offer a leading edge as compared to other member states through the implementation of SPRV legislation that already harmonizes with Solvency II measures. Once in place, the legislation will add to an innovative list of legislative and tax instruments, including legislation for PCCs, ICCs and re-domiciliation, aimed at attracting insurance business to Malta.

SPRV legislation will further consolidate Malta’s strong proposition as a domicile of choice for insurers and reinsurers worldwide. 3 The authorisation process commences with the submission of a scheme of operations outlining the proposed structure and activities of the vehicles. Additional documentation is to be submitted in conjunction with the scheme of operations including: • a copy of the risk transfer contract (e.g. reinsurance or retrocession agreement or treaty),

• •

•

or a statement containing a description of the contract, which shall include any triggering event and the maximum aggregate exposure limits of the SPRV to the ceding undertaking; a copy of the constitutional documents of the SPRV; information on any directors, controllers and all persons who will effectively direct and manage the SPRV including a personal questionnaire, where applicable; information on any trustee holding the assets or shares of the SPRV.

The proceeds of any debt raised by the SPRV to finance its contingent liability under the risk transfer contract are to be invested in accordance with the prudent person principle. The draft SPRV regulations require authorised vehicles to sufficiently diversify investments taking into account the nature and duration of the vehicles’ contingent liabilities. Assets are to be invested in a manner so as to ensure the security, quality, liquidity and profitability of the portfolio as a whole. 4 In conclusion one appreciates the dynamism of MFSA which is always on the lookout to introduce new and effective legislation not only to keep abreast of competition, but to offer unique opportunities for insurance companies that already grace our shores.

As it stated in the title to this short article, one can proudly exclaim that by introducing useful insurance vehicles, such as SPRV’s this continues to enhance Malta as a respectable insurance domicile. Many will agree that MFSA, as the regulator, is bequeathing another precious gem to the Maltese domicile crowning, the same as a growing hub for on-looking investors.

For further information please contact info@pkfmalta. com, Dr. Marilyn Mifsud is securities and business associate at PKF Malta. http://www.ganadoadvocates.com/resources/publications/ malta-to-introduce-ispvs/ http://www.financemalta.org/sections/insurance/ financemalta-insurance-articles/detail/InsuranceSecuritisation-in-Malta 3 http://www.financemalta.org/sections/insurance/ financemalta-insurance-articles/detail/InsuranceSecuritisation-in-Malta 4 http://www.ganadoadvocates.com/resources/publications/ malta-to-introduce-ispvs/ 1

2

SECTOR SPOTLIGHT: Malta: An International Investment Hub Dr David Farrugia at DFK Malta examines the benefits of Malta as an international investment hub considering its performance and growth in the financial services sector. DFK Malta provides audit, accountancy and consultancy, tax advice, administration, nominee and secretarial services, achieving consistent growth and is recognised as a provider of quality services. Adhering to its values, it achieves its objectives, creating value through excellence, teamwork, innovation and integrity.

-------------------------------------------------------------Malta’s resilient performance and consistent growth in the financial services sector may be attributed to a combination of various factors. The regulatory and legal framework is thorough and exhaustive yet also offers novel solutions for fund structures and wealth management and is fully EU compliant. The professional workforce of the Mediterranean island is experienced, highly qualified and multilingual, with English and Maltese being the two official languages and Italian widely spoken.

Access to credit in the Euro zone member state is safeguarded by the sound banking sector, whilst the high standard of living complements the safe and politically stable environment of the strategically positioned archipelago. Nonetheless, it is widely accepted that Malta’s fiscal regime is one of the main drivers behind the growth of the Maltese financial services sector.

At the core of Malta’s domestic tax framework the full-imputation system ensures that shareholders

M. Meilak & Associates is an award winning accountancy and tax advisory company serving local and international businesses. As a member of the WTP Advisors Alliance of Global Affiliates, we offer the combined experience and resources of experts throughout the world.

Through experience, an unrivalled knowledge base and investment in our client centric systems we provide a unique insight to your business needs and work to help companies and individuals to raise their expectations.

Our professional services include preparation of accounts, company formation, corporate finance, tax advice and business management consultation across the diversity of all sectors. Malcolm Meilak, Managing Director M. Meilak & Associates M. Meilak & Associates is part of the WTP Advisors alliance of global affiliates. Our commitment to excellence through a diverse range of financial advisory services is supported through the combined experience and resources of more than 40 offices throughout the world. As independent advisors, we provide a unique, local and highly individualized insight to your business needs. Our experience of working with numerous foreign businesses and investors, alongside our ability to navigate local compliance and our robust network sets us aside from others and our focus ensures that we continue to offer our expertise at competitive rates.

in receipt of dividend income do not suffer from economic double taxation. This is enabled by offsetting a credit equivalent to the income tax paid by the company on the profits distributed by way of such dividend against the shareholder’s tax charge.

Cross-border trade benefits from the flexible system for double tax relief. Close to 70 treaties (largely based on the OECD model) were signed by Malta, and in the event that treaty relief cannot be claimed, other forms of double tax relief (unilateral relief and the flat-rate foreign tax rate credit) may be claimed subject to certain conditions. Relief is also available for the underlying tax paid on the profits prior to their distribution as dividends. Subject to certain conditions, such relief may also be claimed for underlying tax suffered on profits distributed from one foreign company to another, forming a chain of dividend distributions.

The double tax relief system is complemented by the participation exemption and other exemptions applicable for certain interest and royalties derived in cross-border trade (subject to certain conditions), whereas no withholding tax is charged on dividend distributions. When coupled with the tax refund system the above mechanisms may reduce the effective tax rate to between nil and 10% in certain circumstances. The Global Residence Programme Rules, the Highly Qualified Persons Rules and other rules under the Maltese tax laws also provide a beneficial tax status to third country nationals who satisfy certain conditions.

Although being the smallest of the European Union’s member states, Malta is emerging as one of the fastest growing financial services centers. English is universally spoken and written and is the language of education and business. Malta is a stable, secure, democratic country that lies at a strategic crossroad between Europe and Africa, acting as a meeting point of cultures, languages, innovation and of course, business. Generally, governance and bureaucracy are straight forward and resources are relatively inexpensive and as well as benefits for corporations there are attractive incentives for high net worth individuals.

As with many states within Europe, sustainable pension and healthcare systems are a key priority area largely due to a projected increase in agerelated expenditure. The labour market also faces it’s challenges and whilst boasting one of the lowest unemployment rates within the EU, more is needed in regards to corporate investment to address skills gaps in emerging sectors and facilitate the integration of more women and post secondary and further education leavers into the labour market.

“Generally, increased investment from external businesses will have wide reaching benefits for all partners – business owners, the work force,

DFK Malta has been providing tax advice, audit, corporate support and consultancy services to a diverse portfolio of clients spanning all major industry sectors and has gained considerable experience and excellent knowledge of the Maltese tax system. Being a member firm of DFK International – a world-wide association of independent accounting firms and business advisers, DFK Malta has excellent links with experts from its network member firms around the globe, putting it in an ideal position when providing tax advice in connection with cross-border transactions. By building a strong and close relationship with its clients, the firm strives to adopt a hands-on and practical approach to ensure that the tax planning advice it provides results in the optimal tax efficient structure.

Company: DFK Malta Name: David Farrugia Email: david.farrugia@dfkmalta.com Web Address: www.dfkmalta.com Address: 36/2 Manol Mansion, De Paule Avenue, Balzan BZN 9022, Malta Telephone: 00 356 21 444 962, 00 356 21 490452

local economy. The government will need to keep coming up with schemes such as the Highly Qualified Individuals to fill in the skill gap that is currently in existence in specific industries such as the remote gaming industry. More specifically, Malta is and should accelerate its ongoing pension reform, link retirement age with life expectancy, promote private pension savings, develop a comprehensive ageing strategy and increase cost-effectiveness in the healthcare sector. “

Company: M.Meilak & Associates Member of the WTP Advisors Alliance of Global Affiliates Name: Malcolm Meilak Address: Arch P Pace Street Victoria, Gozo, Malta Web Address: www.mmeilak.com Email: malcolm@mmeilak.com Telephone: 00356 21561216

Acquisition International | March 2014 | 41

SECTOR SPOTLIGHT: Malta: An International Investment Hub

Malta: A modern well regulated cost-effective EU domicile with international connectivity Cliff Pace, Product and Business Development Manager at the Malta Stock Exchange (MSE) explains that companies seeking an EU listing address in a well regulated, cost-effective domicile, that enjoys a good reputation, sound economic performance, with skilled English speaking professionals, and a very comfortable environment could consider Malta as an ideal location.

Company: The Malta Stock Exchange Name: Cliff Pace, Product and Business Development Manager Address: Garrison Chapel, Castille Place, Valletta VLT 1063, Malta Web Address: www.borzamalta.com.mt Email: borza@borzamalta.com.mt Telephone: 00 356 21244051 Fax: 00 356 25 696 316

42 | Acquisition International | March 2014

The MSE recently launched its international strategy to open up its mostly domestic market to international opportunities. The EU passporting directive allows companies listed under the regulatory framework in Malta to opt to have their instruments admitted to listing on the MSE, and traded anywhere in the EU, or on the MSE’s own trading platform which is now operated through the internationally accessible Xetra platform operated by Deutsche Bourse in Frankfurt.

Central securities depository services are currently being offered to listed companies in a dematerialized environment, with full access to corporate action, notarial and administrative services. However, more and more unlisted companies operating within the EU are seeking to use the depository services because the MSE CSD is connected to global network of depositories through its Clearstream link, and its professional services are being found to be interestingly cost-effective.

Access to custodial services is another factor that complements the range of services available from the MSE, adding value for companies seeking to enter the capital markets through Malta. Of course, companies may consider taking up any one part of the MSE’s service offering or the complete value chain from admission to listing, to trading, to clearing and settlement, to depository and custodial services.

This is in line with the ‘un-bundling’ of the MSE’s services, making its package of services as userfriendly and flexible as possible. Add the fact that the MSE is a small, young and well-focused exchange and you have a winning combination of exchange and depository services available from a reputable and well-regulated EU address.

For more information, please contact Cliff Pace, Product and Business Development Manager at the Malta Stock Exchange on borza@borzamalta. com.mt or call (00356) 21244051.

G. C. Economou and Associates Law Firm provides a comprehensive specialist range of legal, financial, fiduciary, para-legal and secretarial services to local and international selected clients.

We have been dealing with issues relating to shipping, ship and aircraft registration, shipfinance, property, construction, oil and gas, international tax planning, corporate and commercial activities, litigation and arbitration for over forty years, having practiced in Cyprus, London, Piraeus and Athens.

Over the years we have acted for a great number of leading financial institutions, banks and major companies and we keep long established relationships with many of them.

We have the expertise and the ability to provide practical, creative and cost-effective advice and services which combine with a professionalism and dedication to the interest of the clients which is second to none.

Our knowledge, experience and advice on matters relating to trusts, foundations, offshore jurisdictions and generally on international tax planning is unrivalled in Greece.

Members of the firm are very much involved in organizing and speaking at international conferences and Seminars on commercial arbitration, shipping and tax planning; further, they are regular contributors to international publications.

Athens Office: 11, Kanari Street 106 71 Athens, Greece Telephone: +30 210 36 40 030 Fax: +30 210 3640082 Piraeus Office: 144, Kolokotroni Street, 185 36 Piraeus, Greece Telephone: +30 210 42 82 383 E-mail: economou@gce-associates.gr

www.gce-associates.gr

SECTOR SPOTLIGHT: Taxation in Tanzania

Taxation in Tanzania Hanif Habib Advisory Limited is based in Dar es Salaam. Managing Partner Hanif Habib, Sr. always aspired to establish an audit firm and consulting company that allowed him to use his professional financial expertise, extensive business experience and ability to interact with his clients and the business community at large on a worldwide basis. He is a Tanzania Revenue Authority-registered Tax Consultant; a UK Chartered Certified Accountant; a General Tax Practitioner with the South African Institute of Tax Practitioners; Commissioner of Oaths (Republic of South Africa); a Certified Forensic Investigation Professional, and an active member of the Institute of Internal Auditors and the Association of Certified Fraud Examiners. He talks to Acquisition International about taxation in Tanzania…

The basic principles of Tanzanian tax laws will be familiar to anyone in the UK or the US but the devil, as they say, is in the detail.

For instance, unlike the UK and the US the Tanzanian tax year is the calendar year, although companies may request a different 12-month period.

Corporation Income Tax At first glance corporation tax for Tanzanianresident companies and non-resident businesses is the same at 30% but a non-resident corporation with a permanent establishment also has to account for tax of 10% on ‘repatriated income’. To be Tanzanian-resident a company must be incorporated under the Tanzanian Companies Act or, at any time during the tax year, management and control of its affairs must be exercised in Tanzania. Branch profits are also taxed at 30%.

Newly listed companies pay a reduced rate of

44 | Acquisition International | March 2014

25% corporation tax for three years, provided at least 30% of their shares are publically issued.

Capital Deductions The government has given help to the agricultural sector by offering 100% capital deduction allowances on plant & machinery used in Agriculture. This compares to the 20% offered to the Oil and Gas Exploration Industry & 25% to Manufacturing & Mining Operations.

A straight line capital deduction for agricultural or fish farm buildings of 20% also applies – it is 5% for buildings in all other sectors.

For companies with more than four employees a skills and development levy of 5% applies to gross emoluments, which include: leave pay, sick pay, payment in lieu of leave, fees, commissions, gratuity, bonuses, subsistence allowances, travelling allowances and entertainment allowances, and other taxable benefits, as well as wages or salary.

Presumptive Income Tax Specific and presumptive income tax rates apply for individuals with businesses where the annual turnover does not exceed TZS 20 million. Any businesses with a higher turnover is obliged to prepare audited financial statements in respect of their business.

Any taxpayer whose turnover exceeds TZS 14 million a year is obliged to acquire and use an Electronic Fiscal Device. Failure to acquire and use an Electronic Fiscal Device or issue a fiscal receipt/invoice can lead to a minimum fine of not less than TZS 3 million or a prison sentence of up to 12 months, or both. Anyone who fails to demand and retain fiscal receipt or invoice is liable to a fine of TZS 1 million or imprisonment, not exceeding three months, or both.

Withholding Tax Rates Dividends paid to a resident company controlling 25% or more of the distributing company’s shares and dividends paid by a company listed

Refund claims Standard

Six months after the due date of the tax return on which the refund became due or the submission of the last VAT return for that six month period, whichever is the later.

"Regular repayment"

Businesses in a constant refund position may apply for authorisation to lodge claims on a monthly basis.

SECTOR SPOTLIGHT: Taxation in Tanzania

on the Dar es Salaam stock exchange are subject to a 5% withholding tax. Otherwise the withholding tax is 10%.

The withholding tax rate on interest paid to a resident or non-resident is 10%. The withholding tax on royalties and natural resource payments paid to residents and non-residents is 15%.

Withholding rates for rent on land and buildings and aircraft leases is 10% for resident corporations and 15% for non-residents. Other assets are fixed at zero for residents and 15% for non-residents.

Indirect Taxes: VAT The supply of taxable goods and services in Mainland Tanzania and the import of taxable goods and services into Mainland Tanzania is fixed at 18%. The export of goods and certain services from the United Republic of Tanzania is zero.

Registration threshold (turnover) where the taxable turnover of any taxable person exceeds or is likely to exceed: TZS 40 million in a period of 12 consecutive months; or TZS 10 million in a period of three consecutive months.

The payment due date for monthly VAT returns and any related payments are due on the last working day of the following month to which it relates. VAT on the importation of goods is payable at the time customs becomes duty payable. Refund claims can be made a standard six months after the due date of the tax return on which the refund became due or the submission of the last VAT return for that six month period, whichever is the later. ‘Regular repayment’ businesses in a constant refund position may apply for authorisation to lodge claims on a monthly basis.

Customs Duty Again, to support the agricultural and mining exploration industries there is a zero customs charge for capital goods, raw materials, agricultural inputs, pure-bred animals and pharmaceutical goods. Also included at zero are equipment and supplies for petroleum and gas exploration.

Individual Income Tax Rates As with many other countries, personal income tax is based on a graduated scale, with the scale being based on a monthly income. The currency in Tanzania is the Tanzanian Shilling (TZS), at the time of writing £1 equated to TZS2,650 while US$1 equated to TZS1,620.

The tax payable on monthly income ranges is: 0 – 170,000 0% 170,000 – 360,000 13% of the amount in excess of TZS170,000 360,000 – 540,000 24,700 plus 20% of the amount in excess of TZS360,000

*Note: Entities entitled to special relief either pay VAT at 9% (45% restricted exemption) or benefit from full relief.

Time restriction of 3 years apply to VAT Refund claims Customs Duty:

% Capital goods, raw materials, agricultural inputs, pure-bred animals, pharmaceutical goods

0

2013/2014 TANZANIA TAX GUIDE

Semi-finished goods

10

Finished commercial or final consumer goods Stamp Duty: Equipment and supplies imported by mining operator / subcontractor - up to 1 year after commencement of production Conveyance / transfer Transfer of shares or debentures - thereafter Lease agreements Legal and commercial instruments (maximum Duty of Tshs. 10,000=00) Equipment and supplies for petroleum and gasStamp exploration

25 % 0 1 15 (max) 1 10

Note: Stamp duty on conveyance of agricultural land is restricted to TZS 500; Stamp Duty is payable within 30 days from the date an instrument is signed.

Mineral Royalties:

Correspondent firm of Russell Bedford International

Rate % 5

www.russellbedford.com Mining Act 1998

Mining Act 2010

Diamondswww.habibadvisory.com

Diamonds, Gemstones, Uranium

4

N/A

Metallic minerals (incl. copper, gold, silver and platinum group minerals)

3

General rate

General rate

1

N/A

Gems

0

Polished & Cut Stones

N/A

Base:

"Net back value"

"Gross value"

Page 6 of 15

TAX TREATIES IN FORCE:

540,000 – 720,000 exemptions Canada, Denmark, Finland, India, Italy, Norway, South Africa, Sweden, Zambia for agricultural land, certain shares 60,700 plus 25% of the amount in excess of and private residences whose value rises by less DEADLINES, INTEREST AND PENALTIES: TZS540,000 than TZS 15 million.

Deadline/Obligation Immediate Monthly 720,000 and above penalty penalty 105,700 plus 30% of the amount in excess of There is also a single instalment tax on gains % % Income Tax: TZS720,000 from the sale of investment assets (land, buildings and shares) which is levied at 10% for Instalment tax/return Payment quarter and 20% for non-residents.

Stat + 5 As in other countries some benefitsinstalment offeredat end of each residents by employers to employees are alsoend taxable.

Filing of return of 1st quarter 2.5* Company cars are taxable according to engine Excise Duty on Electronic Money Transfer & Stat size and Under-estimation vehicle age but this tax is not charged Electronic Communication Services when the employer does not claim deductions There is an imposition of 0.15% Excise Duty on in respect of the ownership, maintenance, or money transfers via banks, financial institutions operation of the vehicle. The social security levy and telecommunications company for amounts is 20%, of which the employee pays a maximum exceeding Tshs. 30,000 (approximately USD Correspondent firm of Russell Bedford International of 10%. Donations made by employees aswww.russellbedford.com per 18.5). Excise Duty on Electronic Communication Section 12 of the Tanzanian Education Fund Services (internet, voice calls, etc.) is charged at www.habibadvisory.com Page 7 of 15 Act are exempt from tax. But these exemptions 17%. These taxes are borne by final consumer. are only allowed upon approval by the commissioner.

Tax Treaties in Force The Tanzanian Government has tax treaties in With the exception of housing – where the force with the following countries: Canada, taxation rate depends on the market value of Denmark, Finland, India, Italy, Norway, South the property, the employee’s income and the Africa, Sweden and Zambia. expenditure claimed on the property by the employer – calculations of taxable benefits depend on the market value of the benefit.

Stamp Duty Stamp duty for conveyance/transfer, transfer of share or debentures, lease agreement, legal and commercial instruments is fixed at 1%.

Disposal of Investments Tax on disposals is charged at 30% for corporations. For non-resident individuals selling a Tanzanian asset it is 20%. For resident individuals selling a Tanzanian asset the tax is 10%, 30% if selling an overseas asset. There are

Company: Hanif Habib Advisory Limited Name: Hanif Habib, Sr. Web: www.habibadvisory.com Email: hhabib@habibadvisory.com Address: India Street Plot 304/102, Dar Ceramica Building 6th Floor, Office no 6B, Dar Es Salaam, Tanzania.

Telephone: +255 785 020404 Fax: +255 736 604126

Acquisition International | March 2014 | 45

SECTOR SPOTLIGHT: 2014 All eyes on…

2014: All Eyes on... Brazil Brazil represents a country which is under the watchful eye of global investors; and with two of the world’s largest sporting events upon the horizon, Brazil is set for further economic growth in the next few years. Due to the FIFA World Cup occurring in many cities in 2014, there has been extraordinary investment in infrastructures in preparation for the event.

A.I. speaks to leading experts in the region about the year ahead.

Sion Advogados is a law firm founded and headed by Alexandre Sion, lawyer graduated in Law and Business Administration, Master in International Commercial Law (LLM) by the University of California, USA, with outstanding performance in legal counsel for national and multinational companies which develop large undertakings and infrastructure projects in Brazil.

doubts about the regularity and the legal feasibility of the intended business, legal counsel and due diligence, drafting the contracts and monitoring and conduction of the negotiations.

“For thus we believe as paramount the identification of legal counsel of a brazilian law firm, specialized in the area, in order to advise any investment and incursion in Brazil.

“Thus, we realized Brazil is in fact an attractive destination for investors, especially in these areas.

Alexandre Sion enjoys great prestige and representativeness before important actors of the infrasctructure sector in Brazil, fundamental aspects for anyone who has the interest in investing in the country.

“Brazil flirts with a promising future, and for this future to be reached it is necessary to eliminate some obstacles to our growth. These obstacles lie primarily in the infrastructure and logistics areas, in which there are many opportunities.

“After hiring the legal counsel and accountant, and if the choice is for acquisition of an established company and/or capitalization in a established company, a due diligence must be promoted to assess the company’s assets and verify the liabilities and risks that may arise, especially in the matter of invested capital recovery.

Associated to the representativeness and know-how of its founder in large operations, Sion Advogados gathers professionals of recognized legal experience in Mining, Energy, Civil Construction, Oil and Gas, Offshore Constructions, Logistics and Steel Mill.

The Sion Advogados is headquartered in the city of Belo Horizonte/MG and has a branch in Rio de Janeiro/ RJ, besides a network of partners in various points in Brazil and abroad, which allows the firm to provide legal counsel globally.

Alexandre Sion has agreed to talk to us about investments in infrastructure in Brazil, presenting us relevant clarifications about the opportunities and perspectives.

Considering Sion Advogados’ clients and your experience in providing legal advice for investors in Brazil, can it be said that Brazil is a desirable place for investors?

“We have been serving clients from Europe and Asia interested especially in infrastructure, mining and logistics areas. Our work has been turned to clarifying

“Regarding mining, we are globally recognized as big producers of iron ore and our reserves are still significant, what keeps attractiveness. Furthermore, we live a moment of discovery of the pre-salt oil reserves and important mineral deposits in the interior of the country.”

If there is interest in investing in Brazil, what are the major steps investors should follow?

“The first step to be taken is the analysis of the best form to make investments come to Brazil.

“The forms of entry in Brazil are varied, but we highlight three common situations: the capitalization of companies established in the country, with acquisition of corporate participation, the establishment of a company, or the acquisition of an established company.

“Once the choice is made, it will be necessary to promote the legal internalization of the values to be invested, including the registration of entrance on the Central Bank of Brazil.

“After the internalization of the investment, there will be the necessity of an accounting and legal monitoring to ensure the correct destinations of the values invested and the return of the investments.

Company: Sion Advogados Name: Alexandre Sion Address: Belo Horizonte/Rio de Janeiro – Brasil Email: alexandre.sion@sionadvogados.com.br Web Address: www.sionadvogados.com.br Telephone: +55 31 3582-9710

46 | Acquisition International | March 2014

If the choice taken is to perform investments in infrastructure in Brazil, which legal precautions must be taken?

“The first point to be highlighted is the profusion of laws and regulations in the Country regarding the performance of economic activities, being fundamental its knowledge by those who are interested to invest in the Country.

“Once finished the due diligence, the appointment of a legal representative in Brazil is necessary, insofar as it is indispensable to have a legal representative able to perform specific acts together with our public bodies for registry and supervision in Brazil.

“Even the appointment of this legal representative has to be done carefully, reason why it is extremely important to establish clear limits for their actions.

“We recently conducted the negotiation of an agreement aiming to regulate the future relationship of an investor with his appointed representative. This relationship, before our entrance, has walked for some time without a local counsel.

“It was possible to verify that, due to the lack of knowledge of the laws in Brazil, both the investor and the representative have walked as they were blindfolded, creating a bookkeeping liability which could lead, in case of bad administration, imply the loss of the investments made until now.

“We can affirm Brazil is a promising destination for investments, especially in the mining, oil and gas, logistics and infrastructure areas.

“But the investor should only keep in mind how fundamental it is to find a skillful and technically competent counsel, in view of the specific nuances that the Brazilian legislation holds.

“Furthermore, it should be kept in mind that the interest and capacity of investing is not enough, it is necessary to perform a prior study of the environment in which the investment will be done, which should bring more robust practical results if accompanied by technical who knows the legal ties that may, if not well considered, prevent the achievement and the return of the investments made.”

SECTOR SPOTLIGHT: 2014 All eyes on…

Buzaglo Dantas & Saes LLP has a strong track record in environmental law consulting, related to various sector of the economy such as infrastructure, oil and gas, shipbuilding, real estate, urbanisation, energy, mining, cellulose, biodiversity, etc. The law firm has also experience in advising environmental licensing of Greenfield projects, environmental management, due diligence, as well as evaluation and management of environmental risks. Its goal is to promote legal certainty to investors and projects from an environmental point of view, in order to prevent that environmental legal issues become court cases.

Marcelo Buzaglo Dantas is partner at Buzaglo Dantas & Saes LLP. “Regardless of the financial crisis, the business environment in Brazil is still warm. The Brazilian economy has matured in the recent years and it is more stable and equitable than ever. A balanced democracy has also contributed to a better business environment. All the existing challenges will feasibly become businesses opportunities, noticeable already in the infrastructure sector and sustainable exploitation of natural resources.”

“Despite the fact that it is expected to be injected R$142 billion in the Brazilian economy and it is creating millions of jobs, the FIFA World Cup offers opportunities that attract investments and cause a progressive development in various GUERRA, BATISTA ASSOCIADOS, founded in 2006 in São Paulo, the business capital of Brazil, is a corporate consulting firm whose primary goal is to be prepared for the new business challenges facing its clients in the current market. Aware of the business arena where its clients operate, the firm is particularly concerned with agile, personalized advisory services, such as Tax Planning, Detailed Tax Mapping, Periodic Tax Compliance Reviews, Equity planning, Business Restructuring and Recovery, Corporate Model Definition, Environmental Matters, Mergers and Acquisitions, Multidisciplinary Due Diligence Reviews, Project Finance Structuring and Transfer Pricing. Eduardo Ferraz Guerra & Julio Henrique Batista are both Founding Partner at Guerra, Batista Associados, Founder Partner, Guerra, Batista Associados.

“Our performance has ensured that we permanently focus on the individual client’s business needs providing them with up-to-date consulting services premised on a global view of business, as opposed to services solely orientated at offering narrow focused services.

“GUERRA, BATISTA ASSOCIADOS has gathered its professionals from major international auditing and consulting firms and this pool of knowledge certainly adds value to the clients business we are well qualified to work productively and arrive at the overall best solution.”

sectors of the economy, stimulating it and the consumerism.”

“Even though there have been made some critics by the Brazilian society on this matter, very significant amount of investments have been directed to sectors such as infrastructure, urban mobility and tourism, which would not be undertaken if the World Cup was not done.”

“Nowadays, the greatest opportunities for investor are in the oil and gas sector, which investments have been expected to be in order of R $ 458 billion between the years of 2014 and 2017. There are also great opportunities in the infrastructure sector, due to concessions granted by the Federal Government to the Private Sector, which includes main roads, railways, airports and ports. In addition, the country has also offered great opportunities in the natural commodities sectors (mining, agriculture and forestry) and electricity generation projects (hydroelectric, thermoelectric, biomass, wind and solar).”

“Brazil is facing major challenges related to the lack of skilled labor, high taxes and the need of increasing flexibility in the labor market. In relation to greenfield projects, the country needs to improve its legal instruments to ensure compatibility between environmental protection and economic and social development. Doing so, it assures legal certainty for entrepreneurs who operate in accordance with the principle of sustainable How would you describe the current business environment?

“We are optimistic for 2014. A number of factors are in our favor, Brazil will be in the spotlight as it hosts the World Cup (and maybe even win it), it is a solid, maturing democracy, it is an active member at international economic meetings and slowly, but surely, is creeping up the GDP table having recently passed the UK to take 7th place. Its continental size, vast natural resources, growing middle class and young, dynamic and increasingly educated population are assets that many counties wish they had.”

How easy is company formation in your jurisdiction?

“There exists a little more bureaucracy when it comes to setting up of company in Brazil when compared with most other jurisdictions.

Indeed foreign investors have the added tasks of registering the shareholders of their local Brazilian entity and the POA for the Brazilian resident who will act as their legal representative with the Brazilian consulate in their country of origin, as well as registration of its foreign investment with the Brazilian Central Bank. The rest of the set up process is the same for both locals and non-locals with registration at the Commercial Registry, Brazilian tax authorities (Federal, State and Municipal) and other relevant organs depending on the type of business.“

development. To address these challenges, public and private sector along with civil society must combine efforts to attract business opportunities, and domestic and foreign investments.”

Company: Buzaglo Dantas & Saes LLP Name: Marcelo Buzaglo Dantas Web: www.buzaglodantas.adv.br Address: Av. Nilo Peçanha, 50, Grupo 1001 Centro – Rio de Janeiro – RJ Telephone: +55 (21) 2215-9357

Octavio Frias Bridge in Sao Paulo

Company: GUERRA, BATISTA ASSOCIADOS Name: EDUARDO GUERRA e JULIO BATISTA Email: guerra@guerrabatista.com.br juliobatista@guerrabatista.com.br Web Address: www.guerrabatista.com.br Address: Rua Itapeva 240, 17th Floor, São Paulo, Brazil Telephone: +55 11 3149 4010

Acquisition International | March 2014 | 47

SECTOR SPOTLIGHT: 2014 All eyes on…

2014: All Eyes on...

Netherlands The Netherlands represents a country which is under the watchful eye of global investors as it is on track to a phenomenal recovery. Due to it being one of the most wired countries in the world, the Netherlands is charming foreign investors at a colossal rate, thus resulting in it being one of the largest recipients of FDI in the world. Therefore, with this perpetual inflow of investment, the Netherlands is forecasted to return to a positive growth in 2014.

Baker Tilly Berk is a leading firm of accountants, tax advisors and consultants with national coverage (18 offices) in the Netherlands. Baker Tilly Berk provides a wide range of integrated services including audit, tax and corporate finance. Gijs Fibbe joined Baker Tilly in 2013

Company: Baker Tilly Berk Name: Dr. Gijs Fibbe Email: g.fibbe@bakertillyberk.nl Web Address: www.bakertillyberk.com Address: PO Box 8545, 3009 AM Rotterdam, The Netherlands Telephone: +31 6 27 10 97 45

Mark Hofstee Holtrop is one of the senior associates of Atlas Tax Lawyers, a boutique tax firm located in the center of Amsterdam in the Netherlands. Atlas has experienced significant growth in the past years, with currently 18 professionals to serve an expanding client base. The clients are largely multinational companies, who, with more constrained budgets, are increasingly turning to boutique services. By many multinational

ATLAS

as partner International Tax Services to further strengthen and build the international tax services practice. In that respect, he forms an important link between Baker Tilly’s national practice and the international network of Baker Tilly Berk, Baker Tilly International (present in more than 130 countries worldwide).

Dr. Gijs Fibbe Dr. G.K. (Gijs) Fibbe previously worked in the international tax practices of the Big 4 in the Netherlands and the UK. He obtained his PhD at the Erasmus University Rotterdam, for which he received, as second Dutchman, the Mitchell B. Carroll prize. A prestigious prize of the International Fiscal Association. On a regular basis, Gijs publishes on international tax matters and is a frequently invited speaker. Furthermore, he is a lecturer in International Tax Law at the Erasmus University Rotterdam, a guest lecturer

48 | Acquisition International | March 2014

About the Netherlands The Netherlands is one of the largest recipients of FDI in the world. Ultimo 2013, the Netherlands has the highest economic growth rate of all EU Member States. This is amongst others due to the stable economy, good infrastructure (Gateway to Europe) as well as the attractive tax climate. The Netherlands is globally known for its beneficial holding and financing regime, currently used by numerous multinationals. The Dutch tax treaty network and open approach of the Dutch Tax Authorities with which taxpayers can make up-front binding agreements, provides industries with the required certainty. That’s why the Netherlands has become and will remain to be so appealing to foreign investors.

companies we are regarded as an attractive alternative to the Big Four and Dutch tier 1 and tier 2 firms. We are recognized for our expertise in taxation and have a proven track record of success. Besides a general tax structuring practice, Atlas also has a strong VAT and wage tax practice to complement the general tax practice.

view the Netherlands will remain to be very attractive –also- for financing, royalty and holding companies.

The Netherlands as attractive foreign investment location For investors, the Netherlands is well recognized worldwide because of the transparency, fairness and effectiveness of its political, legal and tax system.

Considering the recent discussions on substance requirements (Base Erosion Profit Shifting report and new substance requirements in domestic law) we do however expect that a shift will be seen to investing in more substance based companies. This is something which should be monitored closely for companies, which we have gained broad experience with.

ta x l aw y e r s fiscalisten

Company: Atlas Tax Lawyers Name: Mark Hofstee Holtrop Email: mark.hofstee.holtrop@atlas-tax.nl Web: www.atlas-tax.nl Address: Herengracht 338, 1016 CG Amsterdam Telephone: +31 (0) 20 535 45 70

at the University of Amsterdam and a teacher of the Dutch Association of Tax Advisors.

In our experience, we have seen that work in the private equity sector has increased, as financing becomes an increasingly challenging issue for (smaller) companies. We expect that the investments in the Netherlands will focus more on active businesses in the Netherlands, such as setting up active companies in the Netherlands. Also, because of various tax beneficial features in Dutch tax law (such as a full fledged participation exemption), the extensive tax treaty network and the Dutch ruling practice, in our

In this respect, in our practice we have advised and assisted several foreign companies moving to the Netherlands (due to the foreign political and financial developments).

The future At Atlas, we are positive on the future outlook for foreign investments in the Netherlands due to several investment opportunities and the tax beneficial features.

With our solid expertise and background, combined with in-depth knowledge of the market, Atlas is well positioned to offer reliable and tailor made solutions for multinational companies to invest in the Netherlands.

Wafula and Company Advocates Wafula & Co Advocates has grown steadily since establishment in 2007.

It has four advocates, two legal associates, four clerks, one office administrator and secretary. The Firm deals in conveyances, patent and copyright consultants, legal consultants, investment and procurement consultants. It has distinguished itself from others by honesty and dedicated work.

Uganda being the Pearl of Africa is gifted by nature, has a good environment that enables agriculture to be carried out throughout the year.

Its plentiful hydro-electricity offers a huge advantage over neighbouring countries.

Plot 9 Nalufenya rd. Jinja P. O. Box 573, Jinja +256 753172017

wafulaadvocates@gmail.com

SECTOR SPOTLIGHT: Regional Round-Up

Regional Round-Up: Poland is now recognised as the largest economy in Central Europe, attracting an influx of foreign investment driving the country to become one of the fastest growing economies in the EU. “The Polish workforce’s quality, educational level and language knowledge, coupled with their confidence and open mind are the main factors attracting foreign investors.”

Kuwait may be small but is certainly not overlooked as it’s the second wealthiest country in the GCC. The country’s economy is moving straight up to success due to its never ending investment opportunities. ”Since 2008s financial crisis, the Kuwait economy has stabilised and there are plenty of indicators that it is on an upward trend resulting in a business environment conducive for investment.”

Malawi has recently shown signs of being a contender to become one of the best performing economies in Africa. ”The African Economic Outlook shows Malawi’s economic growth in 2013 and 2014 as being forecast to bounce back to 5.5 percent and 6.1 percent respectively.”

50 | Acquisition International | March 2014

Spain boasts one of the most significant economies in the world. “Foreign investors are taking advantage of the current opportunities in Spain, where company (and assets) valuations are still low or moderate.

Myanmar is anticipated to be the next rising star of Asia after recent enforcement of new foreign investment laws bringing generous incentives and favourable terms for foreign investors.

“Within the last year, Myanmar has announced winning bids in the telecommunications sector and in the onshore oil and gas exploration sector, with offshore oil and gas exploration bids expected to be announced within the next few months.“

With Malaysia’s economy is going from strength to strength, confidence is being put back into the region; no matter what is thrown at this dynamic country it comes back stronger than ever. ”Malaysia was one of 13 countries identified by the Commission on Growth and Development in its 2008 Growth Report to have recorded average growth of more than 7 percent per year for 25 years or more.”

Japan is proving an alluring country for investors this year, despite the economic crisis six years ago. Japan is set to bounce back at a remarkable pace with the country proving itself to be one of the best performing stock markets in 2013 as well as recently winning the right to stage the Olympic Games in 2020. ”Currently, the world’s eyes are on Asia, therefore Japan is one of the go-to markets for 2014. “

SECTOR SPOTLIGHT: Spain: In the Spot Light/Poland: Europe’s Growing Investment Hub

Poland: Europe’s Growing Investment Hub Kruk and Partners is an independent law firm providing legal advisory services to Polish and foreign economic entities, specializing in practice relating to the energy market, fuel industry, defence and offset matters, white collar crimes, fraud recovery and public procurement law. Its lawyers have a high degree of technical ability, providing an excellent service to companies and individuals who appreciate its practical, commercial and creative approach to legal solutions. Jarosław Kruk, managing partner said: “Our multilingual team provide clients with comprehensive, relevant legal advice in the Polish, English, German, French and Russian languages.”

Among EU members, Poland is one of the few that survived and remained in good condition during the recent economic downturn; however Mr Kruk questions whether this was due to the government, or merit of Polish citizens keeping their heads, believing that their economy would not collapse the next day.

The country’s location is a beneficial factor investors

should consider; situated en route from Scandinavia to South Europe and from West Europe to Asia.

They should pursue opportunities in areas requiring professionals and modern industry, for example; the automotive, armament & aerospace, transport and logistics sectors.

Mr Kruk said: “The Polish workforce’s quality, educational level and language knowledge, coupled with their confidence and open mind are the main factors attracting foreign investors, while recently the country has taken steps to develop its infrastructure, including; highways, railways and airports, but it will take decades to reach the level of developed countries.”

“There is a need to stabilize law provision and predictability of government decisions. Although, the most important challenge for the country’s future is the decreasing and ageing population; however this problem is affecting the whole of Europe,” added Mr Kruk.

Even with reasonable tax rates and constantly improving business environment, there is still demand for the implementation of solutions, which created powerful countries like; Switzerland, Hong Kong and even the UK. Believing Poland’s growth can be maintained Mr Kruk said optimistically: “Bold government decisions are required in relation to public admin activity, becoming less oppressive and the simplification of business conduct rules.”

Company: Kruk and Partners Law Firm Name: Jarosław Kruk, managing partner Email: office@legalkw.pl | Web: www.legalkw.pl Telephone: 00 48 228250980

Spain: In the Spotlight Spain boasts one of the most significant economies in the world. After having such a phenomenal turnaround from the double-dip recession, confidence is being put back into Spanish businesses, which has provided a monumental inflow of foreign investment into the region. Plus, with Spain having the prime geostrategic location, it is a gateway to the world therefore welcoming trade all across the globe. Following the recent upsurge in their economic growth, the opportunities Spain has to offer are more charming now than ever. With highly competitive costs for labour and public services, it isn’t any shock that the region has enticed investors such as Bill Gates, who has recently become the second largest shareholder in a major Spanish construction firm. This has evidently caused an escalation of investors rushing in to compete for the best investment opportunity within Span’s incredibly accomplished economy.

Although Spain has risen above the catastrophic double-dip recession and are well on the way to recovery there are still challenges to overcome; however with high risk comes high return. With the help of Spain’s leading professionals this feature aims to go through the current investment opportunities and pull factors which are bringing foreign investment directly into this country. Also in this feature we will be discussing Spain’s potential to offer more opportunities in capital markets.

We’ll also look into how the Spain plan to keep the economy growing and moving on the road to recovery which they are already on. Acquisition International speaks to Jordi Blasco, founder and partner at the Spanish firm ARS Corporate ARS Corporate, with offices in Madrid and Barcelona, provides corporate finance and M&A advice to domestic and international clients within Spain and abroad.

ARS Corporate is the Spanish member of the global alliance of independent firms M&A WORLDWIDE,

with 42 member firms in 37 countries of 5 continents. That allows us to provide to our clients the necessary support and access to the major world markets, representing more than 80% of the global GDP. In 2012, the member firms reported 315 deals totalling USD 2.7 billion.

with 33% concentrated in the real estate market, banking and finance, energy and tourism, with the biggest investors coming from USA, UK, Mexico.

Other sectors of interest are industrials, media and consumer goods, recovering after a period of flat growth or even slight reduction in volume.

Beyond advising our clients in their M&A and corporate finance transactions, we’re frequently asked to sit in their Board of Directors or Advisory Boards to help them develop long term strategy.

“The key pull factors for foreign investors are low or moderate valuations for companies with excellent or good fundamentals and prime zones real estate assets, lack of significant volumes of credit and liquidity in the Spanish market and the traditional geopolitical position of Spain as a bridge between Latin America and Europe. This can be again clearly visualized with the huge Central America and South America investments in Spain in recent months.”

“The Spanish economy is recovering slowly but quite firmly, despite the unemployment rate is still very high and the fiscal consolidation has not been completed yet. A lot of legislative reforms have been passed by the Parliament in the last 36 months, particularly the new employment laws that introduced much more flexibility to the job market. A number of other reforms are in their way.

“There is consensus in the market that the recession is over or about to pass and that’s a good time to go for opportunities. Very well known investors and groups are taking positions in Spain, as they did in recent months. Public reports mention new investments

by Bill Gates (in construction and services group FCC and the private security company Prosegur) or George Soros, for instance. But much more relevant were other deals each of them totalling more than EUR 1 billion: Crown Group buying food canning manufacturer Mivisa (EUR 1.2 billion), Triton Partners buying Befesa (the waste management group), Singapore-investing group Temasek buying 5% of Repsol or the Venezuela-financial group Banesco, that bought NovaGalicia Banco.

“Foreign investors are taking advantage of the current opportunities in Spain, where company (and assets) valuations are still low or moderate.

The foreign investment totalled EUR 20.5 billion,

How has Spain managed to turn its economy around from the double-dip recession?

“Key word is reforms, especially in the job market, and the advanced industrial capacity withquite attractive costs. German, French and Japanese groups, just to mention the most relevant, continue to manufacture in high volumes in Spain. The industrial sector (and the related ones) still represents a good portion of the Spanish economy.”

Company: ARS Corporate Name: JORDI BLASCO, partner Email: Jordi.blasco@arscorporate.com Web Address: www.arscorporate.com Address: Paseo de Gracia 58, 08007 Barcelona / Velazquez 94, 28006 Madrid Telephone: +34 902 906 345

Acquisition International | March 2014 | 51

SECTOR SPOTLIGHT: Japan: An Irresistible Location for Foreign Investors

Japan: An Irresistible Location for Foreign Investors

Japan is proving an alluring country for investors this year, despite the economic crisis six years ago. Japan is set to bounce back at a remarkable pace with the country proving itself to be one of the best performing stock markets in 2013 as well as recently winning the right to stage the Olympic Games in 2020. Also, Japan has drawn in an everlasting stream of foreign investors, and it is set to be one of the best investments of the next decade.

Company: Grant Thornton TaiyoASG Tax Corporation Name: Yoichi Ishizuka Email: yoichi.ishizuka@jp.gt.com Web Address: http://www.gtjapan.jp/english/ Address: Aoyama Bldg. 9F 1-2-3 Kitaaoyama, Minato-ku, Tokyo 107-0061 Japan Telephone: 81-3-5770-8870

52 | Acquisition International | March 2014

2014 has already seen confirmation for an economic partnership agreement with Turkey where Japan is set to contribute towards a science and technology university in Istanbul in order to help Turkey build expertise in nuclear energy. Plus, there has been pushes for faster approvals for construction of a US$22 billion nuclear plant involving Japan’s Mitsubishi Heavy Industries and Areva of France – it is unsurprising that Japan is enticing so many foreign investors with it being recognised as a leading centre of innovation. Additionally, with shares still being at a good value as well resilient support from the Bank of Japan, it seems that Japan is set to take the world by storm with its recovery.

Currently, the world’s eyes are on Asia, therefore Japan is one of the go-to markets for 2014. Although with every country there are risks – however with high risk comes high return. Acquisition International speaks to Yoichi Ishizuka, Head of tax at Grant Thornton TaiyoASG Tax Corporation.

Yoichi Ishizuka: “Japanese economy is getting out of deflation due to the monetary policy to increase money supply and the government spending. The effects of the monetary policy and the fiscal policy will be temporary. To put the economy in a sustainable growth path, supports to make industries more competitive in the global economy are necessary.”

“The key challenge for the Japanese economy is aging society and shrinking population. This means domestic consumption will shrink in the long term. In this connection, Japanese companies must sell their products more in overseas markets.

Therefore, M&A activities of Japanese companies overseas are expected to increase. The purchase of Jim Beam by Suntory is an example.”

How do you think these challenges can be met?

“I expect new industries drive the national economy. The Japanese economy is too much dependant on auto industries. Aircrafts, biotech, environmental engineering etc. are potential candidates.”

worldwide networked competent

FIDAUDIT GMBH Wirtschaftspr端fungsgesellschaft with its headquarters in Berlin and offices all over Germany is a cross-sectoral association of public accountants, tax advisers and lawyers. We consider it our task to render available to you

comprehensive consultation in an evermore complex economic field.

We attend to companies of all sizes, all legal forms and branches which are active on a national as well as international scale.

FIDAUDIT GMBH Wirtschaftspr端fungsgesellschaft joins extensive professional competences.

The availability of special knowledge is the basis of our success.

Telephone: +49 (0) 30 235078-0 Facsimile: +49 (0) 30 235078-90 Email: berlin@fidaudit.de

www.fidaudit.de

SECTOR SPOTLIGHT: 2014: Malaysia’s Rising to the Top

2014: Malaysia’s Rising to the Top

Malaysia is a middle-income country although it has transformed itself drastically since the 1970s from a producer of raw materials into an emerging multisector economy and today the country boasts one of south-east Asia’s most vibrant economies, the result of decades of political stability and economic growth.

Malaysia was one of 13 countries identified by the Commission on Growth and Development in its 2008 Growth Report to have recorded average growth of more than 7 percent per year for 25 years or more. The country achieved this spectacular performance predominantly between the years of 1967 to 1997, and has also succeeded in reducing poverty with the share of households living below the national poverty line falling from over 50 percent in the 1960s to less than two percent today.

Under the current Prime Minister Najib Rasak, Malaysia is aiming to achieve both developed country status and high-income status by 2020 and to move farther up the value-added production chain by attracting investments in Islamic finance, high technology industries, biotechnology, and services.

Prime Minister Rasak’s Economic Transformation Program (ETP) is a series of projects and policy measures intended to accelerate the country’s

Company: MESSRS SHUKOR & ASSOCIATES Email: shukor@shukorassociates.com Web Address: http://shukorassociates.com/ Address: SUITE 15.10, 15th Floor Wisma Zelan No.1, Jalan Tasik Permaisuri 2, Bandar Tun Razak 56000, Kuala Lumpur Telephone: 03-9171 9830 | 03-9174 0947 03-9173 9831

54 | Acquisition International | March 2014

economic growth. The government has also recently taken steps to liberalise some services’ sub-sectors. The NAJIB administration is also continuing efforts to boost domestic demand and reduce the economy’s dependence on exports.

Nevertheless, exports - particularly of electronics, oil and gas, palm oil and rubber - remain a significant driver of the economy. As an oil and gas exporter, Malaysia has profited from higher world energy prices, although the rising cost of domestic gasoline and diesel fuel, combined with strained government finances, has forced Kuala Lumpur to begin to reduce government subsidies. The government is also trying to lessen its dependence on state oil producer Petronas. The oil and gas sector supplied about 35% of government revenue in 2011. Bank Negera Malaysia (central bank) maintains healthy foreign exchange reserves, and a well-developed regulatory regime has limited Malaysia’s exposure to riskier financial instruments and the global financial crisis.

Malaysia’s economic prospects were undoubtedly dented by the global economic downturn, which hit export markets hard and the country unveiled a $16bn economic stimulus plan as it sought to stave off a deep recession. However things have been looking up recently for Malaysia and the growth of its economy moderated to 4.5% in the first three quarters of 2013, supported largely by domestic demand, especially private consumption and investment. Of greater significance is the turnaround in the external demand in the third quarter of 2013, representing first quarterly positive growth after seven consecutive quarters of declines. Domestic demand expanded by 8.0% year-on-year in the first three quarters of 2013, while external demand as measured by net exports of goods and services contracted by 27.5%, but an improvement compared to -37.8%, recorded in the corresponding period of 2012. The major contributory factor was the turnaround in exports of goods and services which grew by 1.7% in the third quarter of 2013, after contracting for five consecutive quarters, indicating improvement in

the external environment. Nonetheless, private consumption continued to be the key driver of growth in the first three quarters of 2013, growing steadily by 7.7%, and contributing 4.0 percentage points to real GDP growth of 4.5% in the first three quarters of 2013. Private investment too has remained strong with double digit growth of 12.9% in the first three quarters of 2013, and sharp growth in the third quarter of 2013, pointing to continuing strong investor confidence in the country.

Shukor and Associates, based in Kuala Lumpur, is a young and vibrant firm with a mission and vision to serve its clients from any walk of life and to make clients its priority, believing that each client is important and deserves professional and special attention.

Established for more than 3 years, Shukor and Associates is located in an ideal position at the edge of the heart of the city centre of Kuala Lumpur, surrounded by major public highways, making it easily accessible for entering and exiting the city at any time of the day.

The firm was first established by its Managing Partner, Abd Shukor Tokachil, and was later joined by other partners.

Within a short period of time since its establishment, the firm has been entrusted by its clients to handle various litigation matters ranging from Magistrate Court up to the Federal Court and corporate projects from a simple retail real estate conveyance to shares sale transaction.

The firm has also been appointed as the panel of solicitors to a few well known corporate entities and has been entrusted to provide legal opinions and to handle various complex litigation matters.

Apart from individual clients, the firm’s clients consist of corporate organisations of public company and private companies.

SECTOR SPOTLIGHT: Myanmar: Introducing 2014’s Rising Star Economy

Myanmar: Introducing 2014’s Rising Star Economy Myanmar is anticipated to be the next rising star of Asia after recent enforcement of new foreign investment laws bringing generous incentives and favourable terms for foreign investors. With contributions from external companies such as World Bank, Asian Development Bank and practically every country pouring into Myanmar, it is unsurprising that Myanmar has seen economic growth at 7.5% this fiscal year.

In recent years investment prospects have taken flight allowing Myanmar’s position in the global marketplace to shift. With investment opportunities in transport and infrastructure industries after the latest plans to build 24 roads and bridges worth US$10.9billion as well as Myanmar preparing for ASEAN economic integration, the country is predicted to generate a 10% increase of FDI. Myanmar is also host to rich natural resources as well as an abundant labour force; the list of prospects Myanmar has to offer is infinite.

Despite there being risks, investors remain eager; however with high risk comes high return.

This feature will discuss in conjunction with some of Myanmar’s leading professionals how the country plans to overcome any challenges yet to face and how they will persist to maintain the phenomenal growth achieved so far. Additionally, we will also be analysing the pull factors which are bringing in the everlasting inflow of FDI; and finally we will examine the investment opportunities Myanmar has to offer.

Acquisition International speaks to the experts…

Interactive Myanmar focuses on corporate and commercial law in Myanmar. Our services include, but are not limited to, assistance in negotiating and drafting agreements related to the following sectors: telecommunications, mining, oil and gas, and energy development projects; joint venture agreements and hotel, mixed use commercial and residential real estate developments.

Company: Interactive Myanmar Name: James Robert Cummiskey Email: info@interactivemyanmar.com Web Address: www.interactivemyanmar.com Address: No. 148/B Dhamma Zedi Road Bahan Township, Yangon Telephone: +95 1 513 664

56 | Acquisition International | March 2014

Interactive Myanmar is also experienced in setting up the appropriate entities for our clients such as limited liability companies, branch offices or representative offices under the Myanmar Companies Act; and assisting with setting up companies under the new Foreign Investment Law which are approved by the Myanmar Investment Commission (the “MIC”) and are therefore able to take advantage of a five year profit tax holiday amongst other benefits.

With the passage of the new Foreign Investment Law in November 2012, Myanmar has attracted a wide range of companies applying with the MIC for various project approvals. Whilst the New Foreign Investment Law sets out the basic requirements and benefits available to foreign investors, under the new law, specific implementing regulations within various sectors have not yet been issued; although regulatory rules are expected to be issued within the next few months. It is therefore important to

negotiate with the MIC and relevant ministries involved in a particular project. In addition to the five year profit tax holiday, companies investing under the New Foreign Investment Law may also be granted a long term fifty year lease with two ten year renewal periods, and are able to import equipment and machinery for the particular project free of import duties.

Within the last year, Myanmar has announced winning bids in the telecommunications sector and in the onshore oil and gas exploration sector, with offshore oil and gas exploration bids expected to be announced within the next few months. These sectors, along with real estate and infrastructure development, seem to be the current focus for many foreign investors in the country and Interactive Myanmar is happy to assist our clients to navigate the evolving legal and regulatory framework to achieve their investment objectives in Myanmar.

We believe sound tax advice is more important than ever.

It requires not only professional expertise but above all insight into our clients’ wishes and goals. Our personalized commitment adds real value to our tax advice, which is reflected in the C&B More motto: ´Connect to add value´.

We are specialized in advising the Shipping Industry with (re)financing and structuring challenges. We provide tax planning services to optimize financing structures or to provide new opportunities.

Rotterdam Van Nelleweg 1 3044 BC Rotterdam +31 10 7503195

Groningen Peizerweg 87B 9727 AH Groningen +31 50 7115290

Postal address: P.O. Box 13023 3004 HA Rotterdam

Connie.roozen@cb-more.com +31 6 51226404 Hendrik.boonstra@cb-more.com +31 6 47090150

www.cb-more.com

www.LNTpartners.com LNT & PARTNERS (“LNT”) is a leading full-service independently ranked local law firm in Vietnam with offices in Ho Chi Minh City, Hanoi, Hong Kong and San Francisco. The firm is among Vietnam’s most prominent, representing a wide range of multinational and domestic clients, including Fortune Global 500 companies as well as well known Vietnamese listed companies on a variety of business and investment matters.

LNT has set a high standard for providing innovative and effective legal services. Through its continued success in negotiating complex deals and resolving high-stakes disputes, the Firm is widely recognized for its legal prowess in both transactional and litigation matters.

The core team at LNT co-founded a local law firm in 2006, which quickly gained recognition in Vietnam and two short years later joined the Allen Gledhill (Singapore) Zaid Ibrahim (Malaysia) Alliance to create AGZI LCT in 2008, the first joint venture law firm in Vietnam.

AGZI LCT localized in 2009, changing its name to LNT & Partners in 2013 following the expansion and combination with Kirin Law International, a U.S. California-based law firm.

We maintain a highly-qualified team of professionals who are experts in their field. Together, we bring a diversity of legal and business experience from public to private practice. Our team can advise on Vietnamese, American, and Japanese law. We are committed to creating pragmatic solutions that bridge the gap between the law and commercial reality. Our lawyers have received accolades from and have been recognized by leading legal publications, including Legal 500, IFLR1000, Chambers Global, AsiaLaw and PLC. Key contact: Ms. Quyen Hoang, email: Quyen.hoang@LNTpartners.com Mr. Huy Do, email: Huy.do@LNTpartners.com

SECTOR SPOTLIGHT: Kuwait: Small in Size but not in Potential/ Economic Movement in Malawi

Kuwait: Small in Size but not in Potential Kuwait may be small but is certainly not overlooked as it’s the second wealthiest country in the GCC. The country’s economy is moving straight up to success due to its never ending investment opportunities. With Kuwait being a vibrant sovereign state with endless potential, it comes as no shock that investors are anticipated to be charging in to snap up the perfect investment opportunity.

Sam Habbas is senior partner at ASAR Al-Ruwayeh and Partners (ASAR); the largest law firm in Kuwait and one of the largest in the Middle East. ASAR’s practice areas include banking and finance, M&A, capital markets, agencies and distributorships, franchising, construction, public private partnerships, projects, securities, taxation, commercial litigation and arbitration.

ASAR have practised in Kuwait for over 30 years, being involved in some of the most innovative and complex transactions in various economic sectors, garnering uniquely rich and diversified experience.

The firm distinguishes itself by offering a large team of highly experienced lawyers, who excel at delivering efficient and co-ordinated legal services, combined with constructive, commercial and pragmatic advice. The firm is also well known for exceptional quality of work and delivery.

Since 2008s financial crisis, the Kuwait economy has stabilised and there are plenty of indicators that it is on an upward trend resulting in a business environment conducive for investment. A key attraction for investors is Kuwait’s Development

Plan (the Plan), where the government is expected to spend approximately KD35bn. Under the Plan, the Government intends to undertake or participate in several large projects in areas such as transportation, power generation and water desalination. Kuwait also offers several untapped attractive investment opportunities in sectors such as, healthcare, tourism and education, along with one of the highest GDP per capita levels in the Middle East. It offers relatively liberal open markets for foreign trade and attractive policies including a lack of restrictions on capital transfers and peace and stability.

A challenge facing the economy is its current and significant dependence on oil which the government is addressing by taking steps to diversify the economy, including implementation of the Plan, promotion of small and medium sized enterprises and broad plans for development into a world class financial and commercial centre.

Regarding foreign investment, Kuwait faces competition from other GCC countries, however its competitiveness is partly being addressed by

improvements in the legal and regulatory regime, where key developments have been made for example; an improved companies law being passed thus modernising Kuwait’s corporate law regime and facilitating faster incorporation times. Kuwait has passed new foreign investment legislation too.

The new law simplifies the legal requirements, broadens the scope of qualifying investments, and provides for various investment incentives.

Company: ASAR Al Ruwayeh and Partners Name: Sam Habbas Email: shabbas@asarlegal.com Web Address: www.asarlegal.com Address: Salhiya Complex, Gate 1, 3rd Floor, Mohammad Thunayan Al-Ghanim Street, Kuwait City, P.O. Box 447, Safat 13005, Kuwait Telephone: +965 2292 2700

Economic Movement in Malawi A well-known fact is that Africa is tipped to become the world’s economic engine within the next 10 years.

Lesser known is that all 54 African countries are in fierce competition to be in the top five fastest-growing African economies, and perhaps even more of a surprise is the fact that Milawi tops them all.

According to Ernst & Young’s Competitive Survey 2013, the projected GDP growth from 2012-2017 identify Malawi, Mozambique, Angola, Ethiopia and Zambia as economies that will outperform others.

Malawi tops the list with an expected GDP growth during this period of 7 percent and followed closely by Mozambique at 6.8 percent economic growth.

Real GDP growth in 2012 slowed down following a contraction in the agricultural and manufacturing

sectors, brought on by drought and a foreign exchange shortage.

Africa. Creating EMEIA cemented the firm’s reputation as the most globally integrated organisation in its field.

The African Economic Outlook shows Malawi’s economic growth in 2013 and 2014 as being forecast to bounce back to 5.5 percent and 6.1 percent respectively. The state has renewed its commitment to credible macroeconomic policies. Good governance has prompted the International Monetary Fund (IMF) to approve a new Enhanced Credit Facility (ECF) programme for the country. This has led to the reopening of donor financial back-up to Malawi.

EY Malawi is a member firm of Ernst & Young Global Limited, which is a global leader in assurance, tax, transactions and advisory services. The EMEIA Area brings together more than 73,000 people from 12 Regions across Europe, the Middle East, India and

Company: EY Address: Apex House, Kidney Crescent Blantyre, Malawi Telephone: : +265 1 876 476 Fax: +265 1 872 850

Acquisition International | March 2014 | 59

SECTOR SPOTLIGHT: Effectively Resolving IP Disputes in the Pharmaceutical Industry

Effectively Resolving IP Disputes in the Pharmaceutical Industry With pharmaceutical, biotech and medical technology companies under immense pressure to protect their products and intellectual property, the industry is a fertile breeding ground for disputes. The range of disputes is broad and at the top-end of the scale they involve claims for vast sums of money.

AI speaks to Carlos Pérez De La Sierra of Calderón y De La Sierra about what their firm has to offer and how they can assist with IP disputes across a whole wealth of industries including the life sciences and pharmaceuticals industries.

Calderón y De La Sierra (CyS) is a boutique law firm which was founded in 1982 with the mission of providing legal services of the highest quality in a timely manner, by highly experienced and specialised professionals.

During the last three decades, Calderón y De La Sierra has consolidated a firm practice which covers all aspects of Intellectual Property.

The team has experience in an ample variety of industries; it is business-oriented, and it is interdisciplinary. Talented lawyers work handin-hand with patent agents and engineers with technical background in diverse specialist areas,

Company: Calderon & De La Sierra Name: Carlos Pérez De La Sierra, Founding Partner Email: cps@calderoniplaw.com.mx Web Address: www.calderoniplaw.net Address: Santa Fe Av. 481 PH, Lomas de Santa Fe, 05349, Mexico City, Federal District Telephone: +52 55 5047 7500

60 | Acquisition International | March 2014

including chemistry, biotechnology, veterinary medicine, molecular engineering, mechanics, and in the matter of telecommunications.

The firm maintains that the lawyer-client relationship benefits from qualified advice, fluent communication, and from a continuous and easy-to-follow relationship.

Carlos Pérez De La Sierra is the Founding Partner at the firm which for 32 years has been dedicated to all aspects of intellectual property, from counselling, proceeding, licenses and prosecution related to patents and trademarks, copyrights and unfair competition, with a special interest in litigation thereof.

Carlos is a member of the Mexican Association for the Protection of Intellectual Property (AMPPI); a Member of the Directive Board of the Mexican Lawyers Bar; International Association for the Protection of Intellectual Property (AIPPI); International Trademarks Association (INTA); American Intellectual Property Law Association (AIPLA); Inter-American Association of Intellectual Property (ASIPI).

When it comes to advising on the effectively resolving of intellectual property disputes in the

pharmaceutical industry Carlos and his team possess a wealth of knowledge and experience which can prove to be a vital asset to any management team who find themselves faced with such a situation. Calderón y De La Sierra remain abreast of the latest regulatory changes and are highly trained in managing litigation related to intellectual property, particularly in Mexico.

The group is highly specialised and is competent in dealing efficiently with any topic related to intellectual property rights. The firm is known for managing successfully complex litigations in all instances all over Mexico, as well as at a regional and international level in cooperation with our worldwide network of associated firms.

CyS offers representation in administrative procedures with the IMPI, including cancellations, claims of nullity and infringement, and petitions for reconsideration with respect to the rejection of patent applications. The litigation team has also been successfully hired to conduct civil cases for damages. The litigation team leaders have also participated in solving conflicts arising from the domain names in the Mexican Copyright Office and the World Intellectual Property Organization.

SECTOR SPOTLIGHT: Arbitrating Maritime Disputes in Nigeria

Arbitrating Maritime Disputes in Nigeria

By Adeola Agunbiade

The maritime industry is regarded as one of the biggest revenue earners for the Nigerian government, which is important to the Nigerian economy. Usually, disputes arising from the breach of charter party and maritime service agreements between government agencies and maritime service providers are commonly resolved by arbitration.

Legal Framework: • Nigeria has two arbitration laws, Arbitration and Conciliation Act Laws of the Federation of Nigeria 2004 (ACA), which applies throughout Nigeria save Lagos State and • Arbitration law of Lagos State 2009 (AL 2009) which applies in Lagos state.

The UNCITRAL model law of international commercial arbitration and rules is also commonly adopted in adhoc arbitration in Nigeria.

Being a signatory to the New York convention, the Nigeria arbitration laws provides for recognition of arbitration agreements and enforcement of foreign awards. The reciprocity reservation restriction applied by some New York convention countries is not applicable in Nigeria by virtue of section 51(1) of the ACA and 56 of the AL 2009.

Foreign Forum Selection Clause: Maritime arbitration in Nigeria is faced with the difficulty of loss of maritime arbitration opportunities to foreign countries; this is as a result of the inclusion of foreign forum selection clauses in contractual agreements, like bill of lading.

Articles 22(3) and 23 of the United Nations convention on carriage of goods by sea act, 2005 have tried to mitigate this loss by providing a claimant with alternative places, where it

can initiate its arbitration proceedings other than the forum provided in the agreement.

The alternative places include the defendant’s principal place of business; the place where the contract was made provided the defendant maintains a place of business there, or the port of loading or discharge.

Maritime arbitration in Nigeria can be developed where the claimant selects either of these places, especially where such places are in Nigeria.

Conclusion: Irrespective of the difficulty stated above, the Nigerian arbitration regime is itself, strong and sophisticated thus it should not only be recognized, but utilized by ship owners, charterers, importers and maritime service providers in the resolution of disputes, considering the numerous advantages of arbitration resolution in commercial disputes.

Strachan Partners Profile: Strachan Partners is a leader in international commercial arbitration practice in Nigeria with high success rates in the complex international arbitration disputes which it has advised on and continues to advise on. It is a leading Nigerian commercial law firm, being broadly divided into three distinct units: • Dispute resolution practice group • Corporate and commercial transactions practice group

• Intellectual property practice group.

Established in 1991, by founding partner Charles Adeyemi Candide-Johnson, SAN, Strachan Partners has consistently insisted on proffering commercially-focused legal advice to facilitate legal solutions second to none, and is known for taking an innovative approach when advising institutions on their most challenging commercial transactions and dispute resolution matters.

Indeed, such dedication has commanded a high success rate with regards to matters prosecuted by the firm and commendable global recognition. The firm is the go-to firm in relation to provision of legal advisory in dispute resolution matters, especially in highend complex commercial cases whether it is prosecuting or defending such cases.

Company: Strachan Partners Nigeria Address: 5th Floor, Akuro House, 24 Campbell Street, Lagos Nigeria Web Address: www.strachanpartners.com Email: info@strachanpartners.com Telephone: 00 2341 2700721; 00 2341 2700722

Acquisition International | March 2014 | 61

SECTOR SPOTLIGHT: Handling Complex Aviation Disputes

Handling Complex Aviation Disputes The turbulent nature of our global economies has presented many industry sectors with a host of difficulties and challenges. Aviation has been particularly affected due to the complex array of rules and regulations, which make it the world’s most highly regulated industry.

Acquiring a private aircraft: some elementary precautions Laurent Debrun is counsel with Kaufman Laramee LLP in Montreal, Canada. He specializes in complex national and international contractual disputes and arbitrations relating to private aircraft.

---------------------------------------------------------------------Purchasing a private aircraft is a complex process.

Having been involved in several court matters relating to disputes arising at various stages of the aircraft delivery process, some lessons can be drawn and guidance provided so that the buyer is less vulnerable.

The aircraft purchase agreement is of course the cornerstone of the parties’ rights. It sets out the deliverables, the payment delivery schedules and the pre and after delivery rights. Since this contract is often signed several years before delivery, parties tend not to pay enough attention to certain terms which may come back to haunt them. Very often, the agreement defines in general terms the completion work which follows green delivery to buyer (assuming the buyer contracts for the OEM to deliver the green aircraft and then to perform completion of the cabin interior and avionics). Despite such contracts to be for sums in excess of 30, 40 or 50M$, it is surprising to see sophisticated clients entering into standard agreements drafted by the seller without much negotiation of key terms with far reaching legal consequences. Using the retro spectroscope, it is safe to say that including an arbitration clause in the aircraft purchase agreement is to be recommended. The buyer does not want to sue seller, or to be sued by seller, in seller’s jurisdiction in the event of a delivery problem or failure to properly execute the purchase agreement. Even if the seller is based in a recognized and respected legal system, the

Company: Kaufman Laramée Name: Laurent Debrun Address: 800 René-Lévesque Blvd. West Suite 2220, Montréal (Québec), Canada, H3B 1X9 Web Address: www.kaufmanlaramee.com Email: ldebrun@kaufmanlaramee.com Telephone: (514) 875-7550

62 | Acquisition International | March 2014

buyer is likely going to be disadvantaged if it has to pursue remedies in such jurisdiction. Complex issues of venue, jury trials, discovery, language barrier, appeals and other subtle procedural issues can make any litigation a true nightmare and a costly endeavour, even for the most experienced buyer. An arbitration clause with a designated jurisdiction and reasoned choice of law, with authority for the arbitrator to issue interim measures, will likely keep the scales more balanced in the unfortunate event of a dispute. It will also provide for a speedier decision. There are reported cases of a private aircraft ending up in litigation at delivery time and spending years in a closed hangar awaiting a decision from the court as to its fate1. Neither seller nor buyer gain from such a situation. Also, the agreement will often contain a unilateral waiver by buyer, once delivery is accepted, of all remedies and recourses for indirect damages or implied warranties of merchantability or of fitness for any purpose by reason of the design, manufacture, sale or repair of the aircraft.

Once buyer takes delivery, it is often limited to obscure or limited warranty rights. Yet, most agreements, while giving seller a right to terminate due to buyer’s breach, do not afford similar rights to buyer. This is the case, for instance, of the excusable delays that favor the seller. While liquidated damages are provided if seller is late delivering, buyer may not be allowed to terminate until the expiry of the full excusable period, even if it is clear that the seller will not be able to execute or cure.

Making an error when faced with such a choice can have drastic and often unforeseen consequences.2 Once the agreement is signed, seller begins manufacturing the green aircraft. Buyer must immediately take steps to be ready for the delivery process (most contracts provide for a two stage sale and transfer of title, i.e. green and finished aircraft).

Each acceptance carries its own challenges. A buyer should retain a truly independent and trusted agent, experienced in aircraft deliveries, knowledgeable about the procedures and specific processes of the seller, so as to prepare for this important first step. Courts may associate the agent to the client, either by the terms of the agreement or at law. What the agent sees, approves or omits to flag during the build or completion process may be held against the buyer, depending on circumstances and the scope of buyer’s mandate given to this agent. The green aircraft will need to be thoroughly inspected before formal acceptance takes

place. Often, title transfer occurs at that time, with deregistration of the aircraft. If the OEM is responsible to then perform the completion work, it may retain custodial rights over the aircraft until full acceptance and payment for the completion work.

The completion work is an important element of the acquisition since it can carry a price tag ranging anywhere from $3M to $20M or more. Monuments are handmade, often customized, carrying their own certification.

They require the seller to use complex materials while attaining some of the highest qualitative standards in comparison with other luxury products. Most buyers will rely on the advice of experts or consultants, interior designers, architects. It is critical for such person(s) to be involved early on in the process, to review the drawing package, lay outs, renderings and choice of materials to ensure that the client’s desired deliverables, as outlined in the contract, match the OEM’s understanding. This requires regular on site visits, constant communications between the OEM and the buyer’s agent to ensure speedy identification of discrepancies, snags or issues. The client must stay tuned during this process.

When final delivery of the completed aircraft, including cabin and avionics, approaches, the buyer’s agent and the pilot or management company must also be prepared in advance. This means obtaining as early as possible as built drawings, all change orders, all final specifications, all snags and problems encountered by the OEM with proof of rectification so as to be prepared for the final pre-delivery test flight (cold soak) and final inspection. Most contracts give little time to buyer and its team to perform these tasks once formally notified of the delivery date. Once delivery is accepted, it is often caveat emptor, with all that this rule entails.

A prudent buyer will want to appoint counsel to supervise the process from the moment the contract is signed and the deposit is paid. Counsel can review minutes of meetings, communications, change orders, changes to delivery schedules etc. and ensure that the buyer’s rights are protected. At delivery, it is often too late to manage problems and rectify them.

Bombardier Inc. v. Eagle Globe Management Ltd (Quebec Superior Court).

2 Air Transworld Limited v. Bombardier Inc. (2012) EWHC 243 (Comm).

1

SECTOR SPOTLIGHT: Handling Complex Aviation Disputes Acquisition International talks to Gregory Wells, Q.C. of Code Hunter LLP. Mr. Wells is highly recognised for his expertise in aviation law as well as other related aviation matters including financings, acquisitions, insurance defence, subrogation and product liability matters.

Code Hunter has long been recognised as one of Canada’s pre-eminent litigation practices and is built upon the quality of its lawyers. Principals of the firm have well-established reputations at the bar earned through long and varied experience in the practice of law and a sustained interest in continuing legal education. Code Hunter and its trial lawyers are committed to the pursuit of excellence in their representation of clients.

Mr. Gregory Wells, Q.C. has practiced as an associate and a partner with major law firms in Alberta throughout his career from 1981 to the present. From 1989 to 1992, he was a Counsel to a federal Commission of Inquiry investigating the

Udo Udoma and Belo-Osagie (UUBO) is well regarded in its niche areas of specialisation and provides a full range of pro-active and cost effective legal services throughout Nigeria and, clients outside the country.

Mr Uzoma Azikiwe, partner at Udo Udoma and Belo- Osagie explains: “Our dynamic aviation team provide reliable, creative and solution-focused advice, which continually extends our depth of expertise when advising and representing our fast growing list of clients in commercial transactions and dispute resolution proceedings.”

The aviation team at UUBO focus on advising both local and international airlines along with other aviation stakeholders on matters of compliance with local laws and regulations, acquisitions of aircraft, leasing, mortgages, registration and deregistration of aircrafts, disputes with regulatory agencies and government ministries, procurement of licences, certificates, permits and other approvals, as well as transportation of passengers and goods.

UUBO maintains a reputation for seeking to actively develop legal solutions as well as for providing sophisticated legal advice within the firm’s chosen niche areas including corporate and commercial litigation, arbitration and alternative dispute resolution in energy, electric power and

causes of an airline crash. He conducted much of the counsel work and participated in writing the Inquiry Report to the Government of Canada. Mr. Wells has practiced in association with leading Canadian law firms as a member of national insurance and aviation law groups and appears before all levels of court in Alberta and British Columbia and before federal tribunals.

When it comes to advising on the handling of and advising on complex aviation disputes Gregory Wells, Q.C. possesses a wealth of knowledge and experience which can prove vital to businesses in the aviation industry should they find themselves involved in a complex dispute. Such disputes can prove costly to the businesses and the management team and can be a drain on their time and resources. Gregory Wells, Q.C. can assist in advising on all types of disputes that affect airlines, their insurers, airport authorities, aviation service providers, lessors, banks and arrangers. Mr. Wells possesses a wealth of expertise within this industry sector and has experience of working on

a number of high profile cases. Mr. Wells ensures that he keeps abreast of the latest changes in regulation and current industry trends to ensure he stays ahead of his game and to enable him to provide clients with a professional, extensive and knowledgeable level of service and excellence.

natural resources, oil and gas, banking, corporate restructuring, M&A, intellectual property, labour, tax, aviation and maritime practice.

and having a statutory appeal tribunal set aside a multi-million dollar fine imposed on the airline by the Nigerian civil aviation authority.

With expertise and competence UUBO advise the aviation sector on transactions and projects in Nigeria, together with the core corporate and commercial and litigation, arbitration and dispute resolution teams. The aviation team provides a full complement of services to participants in the aviation sector.

“It is important for clients to seek a specialist lawyer to handle aviation disputes as specialising in aviation law practice means the lawyer has an in depth knowledge of the technical and industry-specific issues. Therefore, the aviation lawyer is better suited to represent the interests of the client.”

The federal high court is the court of first instance for resolution of aviation disputes by litigation. The court is located in all the cities in Nigeria where there are airports. Some aviation disputes are resolved by arbitration and Nigeria is an arbitration friendly jurisdiction. There are arbitration institutions in the country including the regional centre for international commercial arbitration and the chartered institute of arbitration, UK (Nigeria branch) as well as the Lagos court of arbitration. there are also, meditation centres such as the court connected multi-door court houses for settlement of disputes by ADR in Lagos and Abuja.

An emerging trend which is being seen is that of the willingness of the regulatory agencies of government to subject themselves and their decisions to the rule of law. Mr Azikiwe said: “I led the team of my firm in defending British airways

Code Hunter Barristers Company: Code Hunter Barristers Name: Gregory Wells, Q.C. Email: greg.wells@codehunterllp.com Web Address: www.codehunterllp.com Address: 850, 440 2nd Avenue S.W., Calgary, AB T2P 5E9, Canada Telephone: (403) 234 9800

With this in mind Mr Azikiwe predicts the industry could see an increase in the volume of aviation disputes 2014 in view of the investment and attention in the industry.

Company: Udo Udoma & Belo-Osagie Name: Uzoma Azikiwe Email: uzoma.azikiwe@uubo.org Web Address: www.uubo.org Address: St. Nicholas House (10 & 13th floors), Catholic Mission Street, Lagos Telephone: 234-1-4622307-12; 4622394 (DL); Mobile: 08033085793

Acquisition International | March 2014 | 63

SECTOR SPOTLIGHT: A Land of Vast Opportunities…

Vietnam: No longer the rural territory it once was, Vietnam is a far cry from the vast covering of rice fields and jungle forestation. Today, it represents a group of growing destinations in South East Asia, which have both the drive and the means to become a true centre for business.

Enjoying strong political stability, a young and entrepreneurial society, good relations with its neighbouring countries and a desire for economic openness, Vietnam has experienced a GDP growth of 7% a year since the 1990’s, a figure which has now stabilised at around 5%.

The Vietnamese government has pursued its openness policy that began in 1986 and which has helped make Vietnam a prime location for foreign investors. The accession to the World Trade Organization in 2006 significantly increased the attractiveness of the country and, since this date, trade figures have risen dramatically, with an increase of exportations of circa 20% a year.

Tam & Associates is a firm of professional and experienced lawyers and consultants, incorporated in year 1993. The firm is one of the most prestigious of its kind in Vietnam, and prides itself on its professional approach and harmonious relationship with clients.

The firm provides legal consultant services and assists investors in preparing necessary documents and carrying out procedures for obtaining investment certificate, licenses for establishing representative offices and branches in Vietnam as well as in foreign countries. These services are inclusive of: Company Types and Conditions: • Consulting on strengths and weaknesses of each type of business operation so that investors choose the best solution for their investment • Consulting on required possibilities and conditions on conditional investment areas before and after the investment certificate is granted • Consulting on all issues related to the established enterprises, representative offices and branches, including organisational structure, charters, taxes, human resources etc.

Tanzania: Tanzania is surpassing expectations and their economy is

now shinning. Having almost halved inflation, Tanzania is now expected to grow by an impressive 7% in 2014 Mr. Juma Amour Mohammed is the MD and CEO of The People’s Bank of Zanzibar Ltd (PBZ), providing overall strategic leadership, management and direction of PBZ. He develops and executes new business development objectives and strategies with the goal of reaching new potential clients, expanding existing relationships, ensuring a constant flow of revenue into the bank, and delivering outstanding returns and added value to shareholders, and clients.

---------------------------------------------------------------------PBZ was established in June 1966 in accordance with the Zanzibar company’s decree and is 100% owned by the government of Zanzibar. Its primary function is to carry on the business of commercial banking. PBZ’s branch network covers the islands of Zanzibar and Dar es Salaam, while its services are available countrywide through Umoja Switch Network.

66 | Acquisition International | March 2014

The greatest opportunities for investors in Tanzania are in: • the tourism industry • gas economy investment in southern region • mineral extractions • Mtwara hotel industry • deep sea fishing Risk factors, such as failing to understand the vast opportunities that Tanzania possess, while not strategically planning, are mitigated by learning the country’s culture and focussing on the areas with the best return on investment. Tanzania has a bright future ahead of it with further economic growth expected.

In addition, the introduction of the bank’s internet and mobile banking has extended the banks services to both corporate and retail customers, seeing the bank growing at a rapid pace; 40% in the past three years in fact. Growth is expected to continue due to extending the branch network, the introduction of new products and delivery channels adding to the enhanced strength of the bank.

PBZ offers Islamic banking and traditional banking products, providing modern banking services, its services are available on the internet and mobile phones, giving customers 24/7 account access. Its growth is also supported by the country’s economic growth and prospects of newly discovered natural resources.

Tanzania has plans to ensure economic growth continues with investment and development of Strategically placed as the gateway to six land-locked countries, and with a population of 48 million, Tanzania could be considered an attractive proposition for investment. According to the World Bank, the country has experienced high economic growth over the last decade, with structural reforms and increased export activity leading to a GDP growth of between 5-7% in recent years.

Opportunities exist in abundance to encourage new investments and to motivate up and coming entrepreneurs.

The market potential in Tanzania is large, with opportunities existing in agriculture, tourism, manufacturing and importation. Along with this, the Tanzanian government provides various incentives to both local and foreign investors through the Tanzanian Investment Centre.

Tanzania benefits from political stability. Unlike its neighbouring countries, Tanzania is peaceful, offering an environment conducive for business to prosper.

It also boasts plenty of uncultivated arable land and untapped natural resources, such as gas, minerals and uranium that are yet to be fully exploited.

Company: TAM & ASSOCIATES Email: lawyer@tam-associates.vn Web: www.tam-associates.vn Address: Level 2, Vinaconex Building, 47 Dien Bien Phu, Dakao Ward, District 1, Ho Chi Minh City, Vietnam Telephone: +848 39104993 +848 39102563

infrastructure; airports, sea ports and roads, fibre networks improving communication, oil and gas explorations.

Tourist attractions in the country include mount Kilimanjaro, Ngorongoro Crater and the Serengeti National Park, however hotels and accommodation are in short supply, which creates room for opportunity.

And finally, Tanzania is populated with skilled and semi-skilled workers who are ready and able to work in various industries.

Despite these advantages, business in Tanzania is

Company: The People’s Bank of Zanzibar Ltd Name: Mr. Juma Amour Mohammed, managing director Email: info@pbzltd.com or jumamohammed@pbzltd.com Web Address: www.pbzltd.com Address: Head Office, Darajani, Zanzibar, Tanzania Telephone: 00 255 24 223 1118/9/20 not always as straightforward as it seems and the country still faces numerous challenges, including poor infrastructure, difficulties in securing financial support, lack of raw materials, and bureaucracy, but these issues are outweighed.

Hallmark Attorneys, formerly Law Offices of Chipeta and Associates, renders legal services to a number of corporate clients ranging from public institutions to private companies. The Firm has formed professional alliances with reputable firms practising in the East African Countries of Kenya and Uganda.

The firm constitutes legal experts with specialised skill and experience in various legal fields, thus forming a formidable force in rendering well-rounded services to its clients. While the senior professionals in the firm offer extensive experience, the team of young attorneys offers exceptional energy, industry and devotion.

Company: Hallmark Attorneys Web: www.hallmarkattorneys.com Address: 20 Ocean Road, P.O. Box 13811, Dar es Salaam, Tanzania Telephone: + 255 - 22 – 212 4946/8 Fax. + 255 - 22 – 212 4947

Kalokoni & Company A Law Firm based in Lusaka, Zambia 7th Floor Anchor House Cairo Road Lusaka Zambia +260 21 122 7924

kalokoni@zamtel.zm kalokoniandco@gmail.com

SECTOR SPOTLIGHT: Zimbabwe: an Economic Boom on the Horizon

Zimbabwe: an Economic Boom on the Horizon Zimbabwe boasts an ideal location for foreign investment with strong growth projected for the course of 2014.

Many international investors are turning to Zimbabwe for investment opportunities recognising its strong assets.

Mr Tafadzwa Ralph Mugabe is Senior Counsel at Nyakutombwa|Mugabe Legal Counsel. The firm was established in June 2012 with a deliberate aim of developing unique commercial law services in 8 key economic drivers which are on the rebound and are set to take the lead in the growth of the Zimbabwe economy i.e Mining Counsel, Energy Counsel, ICT Counsel, IP Counsel, Property Counsel, Corporate Counsel, Recovery Counsel and Empowerment Counsel.

“NMLC sets itself apart as a commercial practice in that it has selected a manageable number of key competencies which are likewise key economic drivers as opposed to the conventional general practice. Likewise a deliberate effort is made to be part and parcel of key events in the chosen areas so that we are known to our clients and are abreast with issues that affect them.

Company: Nyakutombwa|Mugabe Legal Counsel Name: Mr Tafadzwa Ralph Mugabe Address: 12 Glenara Avenue South, Eastlea, Harare, Zimbabwe Web Address: www.nmlc.co.zw Email: enquiries@nmlc.co.zw Telephone: +263 8644088260 +263 775 554 408

68 | Acquisition International | March 2014

“The business environment is in a rebound from a decade long state of flux. In a sense it is the ‘economic boom on the horizon’. Although torn by the liquidity crunch, this is easing with the review of sanctions and the gradual inflow of FDI external lines of credit and new cooperation agreements. The foregoing is buttressed by what may be referred to as the softening of a previously hard position on policies such as indigenisation – attention has shifted from big industries to agreed reserved sectors. Likewise previously soft positions are being hardened such as inaction on corrupt public officials has been replaced by a deliberate and forceful action against the scourge of corruption and its protagonists. While not exhaustive, the two items highlighted are fertile ground for investor confidence and should be viewed accordingly.”

The key pull factors for foreign investors to Zimbabwe: • Abundant natural resources reserves for investors in mining and energy, • Growing teledensity and internet penetration; • Highly literate and skilled population – top five in africa; • Political stability; • Softening of previously hard policies such as indeginisation and land reform; • Recent review of international embargo; • Gradual re-integration into the international community; • Positive action to enforce public financial management and fight corruption

Discussing on the sectors which offer the greatest opportunities for investors Mr Mugabe pointed out the information communication technologies, energy, mining, financial services, manufacturing of fast moving commodity goods and property as the most promising for the upcoming year.

Further he discussed that at present there is an acute liquidity crunch and limited external lines of credit to fund recapitalisation of stressed industries which is one of the challenges for the Zimbabwean economy. He continued by pointing out: “availing external lines of credit will ease the liquidity crunch.”

Mr Mugabe also compared Zimbabwe to its neighbouring countries and noted that “almost all key southern African multimillion dollar enterprises boast of key personnel from Zimbabwe in their countries.” As an example of this he pointed out major players such as Lonmin Mine and MTN South Africa.

Mr Mugabe ended by touching on the concerns for investors related to the country’s banking system. “The central bank has issued guidelines to restrict shareholding by individuals, plans are abreast to induce more individual accountability for bank failures in as much as there has been a deliberate policy announcement that those banks that are failing to cope should consider exiting from formal banking sector to take up micro finance” he ended.

JOHANNESBURG | PRETORIA | DURBAN | CAPE TOWN | MAFIKENG | HARARE | DUBAI

Practice Areas The Corporate Counsel The Empowerment Counsel The Energy Counsel The ICT Counsel The IP Counsel The Mining Counsel The Property Counsel The Recovery Counsel 12 Glenara Avenue South, Eastlea, Harare, Zimbabwe +263 8644088260 +263 775 554 408 +263 772 889 458

enquiries@nmlc.co.zw

www.nmlc.co.zw

panama

FOLIO GROUP The Folio Group is a leading, multi-jurisdictional offshore service provider to Investment Funds, Insurance Companies and Business Companies. Founded in 2001 in the British Virgin Islands, the Group now has additional offices in the Cayman Islands, Malta and Panama and is represented in a number of other important financial services centres, such as Barbados, Delaware and Anguilla.

The Group utilises a wealth of product and industry knowledge to provide specialist services that include Fund Structuring and Administration, Insurance Management, Corporate Management and Director Services.

Blue British mail box in the British Virgin Islands

Our primary focus is providing our global clientele with a complete range of tailored solutions and value added services. As a fully independent practice, we allow our clients to benefit from our wealth of experience and our established relationships with banks, brokers, custodians, auditors, advisors and lawyers.

cayman islands

“providing tailored solutions and value added services” malta

Contact the Folio Group for more information on our services and methodologies.

Folio Chambers, PO Box 800, Road Town, Tortola, VG1110, British Virgin Islands Tel: +1 284 494 7065 Fax: +1 284 494 8356

www.folioadmin.com

“strict attention to detail and timely service delivery”

SECTOR SPOTLIGHT: Uganda: The Next Global Boom

Uganda: The Next Global Boom Uganda presents a country that is no stranger to foreign investment; recent studies conducted by the UN demonstrated that Uganda is the favourite destination for foreign investors. In 2013, Uganda achieved FDI growth into the trillions, hence why the annual GDP growth is forecast to rise to 6.2% in 2014. Despite there being some recent instability in the neighbouring countries, The Central Bank of Uganda is positive that the economy will remain strong, particularly due to plans of Uganda becoming an oil producer in 2016.

The Ndali Crater Lakes and the Rwenzori Mountains at Sunset

The Platform for Labour Action (PLA) is a Non-Governmental Organisation (NGO) which promotes and protects the rights of the vulnerable and marginalised through community empowerment, action-oriented research, policy dialogue, and legal aid in Uganda.

The Platform for Labour Action (PLA) Organisation: The Platform for Labour Action (PLA) Name: Lilian Keene-Mugerwa (Executive Director) Dorah Caroline Mafabi (Deputy Executive Director) Address: P.O. Box 9714, Kampala, Plot 68 Kanjokya Street Kamwokya, Kampala Web Address: www.pla-uganda.org Email: info@pla-uganda.org Telephone: 0312 260 196 / 0414 253 383

72 | Acquisition International | March 2014

Recognised as a leading civil society actor in the promotion and protection of labour rights and the campaign for social protection and human rights in Uganda both by Government and civil society, the PLA works in partnership with national and international organisations and stakeholders’, local communities, local leaders, local governments, and community based organisations.

Founded in 2000, the with a total of 13 employees and four volunteers, the PLA is governed by a nine-member, multi-disciplinary Board of Directors with reputable records in human/children rights and labour issues. PLA performs its programs, operations and activities through its headquarters and secretariat in Kampala and field offices in Lira, Iganga and Wakiso districts.

Social developments over the last 24 months were mixed. Data indicates children under five are

eating better and the country also experienced a sharp decline in infant mortality rates. There is however a worrying increase in maternal mortality and HIV prevalence, as well as persistent deficiencies in the Ugandan healthcare system.

These events take place as Uganda completes two decades of rapid economic expansion, with GDP growing at an average annual rate of 7.1% from 1992 to 2011. Fast growth has brought important changes to the Ugandan economy, although this has been limited on several accounts. With a rich and diversified base, natural resources weigh heavily on the Ugandan economy, although their contribution to growth and structural transformation has been declining. The recent discovery of commercially viable oil reserves in the Albertine Graben region, in western Uganda, has the potential to provide a unique opportunity for the country to carry out an economic structural transformation.

Kashillingi Rugaba & Associates Flat 8, 3rd Floor, Jocasa House Plot 14 Nakasero Road Kampala Uganda, Box 22226 00256 414349004

SECTOR SPOTLIGHT: Singapore: Diversifying the Economy

At the Heart of Asian Private Equity by Alexander Traub, managing director – Asia at Augentius Fund Administration Augentius is one of the worlds’ largest independent private equity and real estate fund administrators, responsible for the administration of over 250 funds, from six international offices. Augentius administers funds and vehicles domiciled in Cayman, BVI, Delaware, Jersey, Guernsey, England, Scotland, Luxembourg, The Netherlands, Mauritius and Singapore, and services over 6,800 international investors on behalf of more than 120 fund management groups located in 35 countries around the world.

With over 220 staff, all experts in private equity and real estate funds, supported by specialised technology, Augentius provides its clients with an award winning service. A single minded focus on the sector, allied to a real desire to deliver the highest quality service to our clients, has resulted in Augentius being recognised across the globe as the leading player in the industry.

Singapore is a critical location for Augentius, as the Group’s gateway into the Asian markets. Originally set up in 2011 Augentius Singapore has seen, and continues to see, rapid growth as the private equity and real estate asset classes both grow and become increasingly international in their outlook. The prospect for continued growth in the region is very bright in the long term, but not without its challenges in the shorter term.

There is still uncertainty in the global economic outlook which may affect the business outlook in Singapore given the ever increasing correlation of economies and markets. In particular, the outlook is clouded by ongoing uncertainty regarding the extent of China’s restructuring-induced slowdown, as well as the impact of the Federal Reserve’s QE tapering on regional capital flows and interest rates.

Despiteglobal uncertainties, private equity, as an asset class, continues to out-perform public equity markets over both five and ten years (as of June 2013 the PrEQin Index was 21% above its pre-financial crisis peak versus. 5% for the S&P 500). Asian economies,

Company: Augentius Fund Administration Name: Alexander Traub, managing director – Asia Address: #04-02 112 Robinson Rd, Singapore, 068902 Web Address: www.augentius.com Email: alexander.traub@augentius.com Telephone: 00 65 6420 6991

74 | Acquisition International | March 2014

such as China, India and Indonesia are expected to achieve GDP growth of over 6% through to 2017.

Asia and Australasia currently represent nearly 60% of the worlds’ population and are forecast to represent 30% of the worlds’ GDP by 2017. With this in mind it is interesting to note that Asia focused funds have closed at record higher average fund sizes ($398m per fund, compared to the previous record for the region of $271m in 2012). Whilst the number of funds actually achieving a close in 2013 dropped this was primarily as a result in the reduction of China-focussed funds, which were affected by the slowdown in Chinas GDP growth.

Real estate funds in the region have not had the same performance success as private equity but they have continued to be successful in raising $10.8bn in 22 funds. There has been a dramatic decline in Indian real estate funds but this has been replaced by significant growth in China focussed funds. The success seen in real estate fund raising in the last two years is illustrative of the increased focus on the region Augentius has grown, originally in Europe, more recently in North America and latterly into Asia and Singapore.

The strength of the financial services sector along with the ‘offshore’ status of the domicile were important aspects in deciding to locate our Asian representation in Singapore. The strength of the banking and legal systems and the quality of the local labour force are very important factors for managers when they are considering where to domicile their funds and therefore, also, of critical importance to service providers when considering where to locate regional offices.

The monetary authority of Singapore (MAS) is very willing to engage and enter into dialogue with new entrants in the market, and this is a critical component of the successful ‘mix’ for Singapore as a fund domicile, as are the tax incentives given to foreign fund managers setting up in Singapore. Not all regulators are as approachable as the Singapore authorities and again this can be an important factor in helping to determine the domicile of a fund.

The key to good regulation in any financial services

centre is the need to be pragmatic, whilst at the same time having the appropriate framework to provide a robust and rigorous oversight of the financial markets, without being seen as too intrusive and running the risk of losing out to other established financial centre’s.

This is a difficult balancing act for any regulator to achieve, and is made even harder with other centres in the region, such as Hong Kong and Shanghai, actively competing for business. The MAS appear to be successfully achieving the right outcomes and Cayman is also still a popular domicile used by Asian funds generally requiring a lighter regulatory ‘touch’. However, with the imposition of Dodd-Frank in the US, the AIFMD in Europe and FATCA globally, the world as a whole is moving more and more towards a fully regulated environment and this could well work in Singapore’s favour.

Over the last 40 years Singapore has quickly transformed itself into a world leading business and financial centre with significant GDP growth. The challenge now will be to manage a more mature economy that perhaps, will experience more steady growth than the heady boom of recent years, in what is a highly competitive global market.

Singaporeans must be given opportunities to fill jobs where appropriate, but foreign talent must also be allowed to come in to supplement where necessary. Foreigners must be made to feel welcome in Singapore, as they always have been, otherwise they, along with their expertise, may feel more inclined to lean towards other regional centres.

Singapore has better infrastructure and a more pleasant living environment, with more green space and better air quality than many other cities in the region. It has an extremely diverse and multicultural heritage, with English, the global language being widely spoken.

Changi airport is perhaps one of the best run airports in the world, which as well as serving a hub for Asia, is a spring board to other countries in the region.

Singapore is well positioned to continue increasing its importance in the region and Augentius looks to support that expansion as it too expands its’ business in Asia.

TaMaNKunG / Shutterstock.com

Singapore: Diversifying the Economy

SECTOR SPOTLIGHT: Singapore: Diversifying the Economy CHUA Choong Thoong is a partner at AccAssurance LLP, the fast growing firm of chartered accountants providing assurance, business advisory and tax compliance services.

Its associated firm, AccVisory Private Limited provides accounting outsourcing, payroll processing and corporate secretarial services.

AccAssurance LLPs service motto is to be a business advisor to its clients, providing solutions which cater to their needs and expectations within the applicable regulatory framework.

-------------------------------------------------------------Singapore had been highly dependent on foreign talent to maintain its economic position.

However, it is working towards reducing this reliance in the coming years and seeks to compensate for the foreign talent shortfall by encouraging businesses to be more productive, offering tax and related incentives.

The key factor on whether Singapore will continue to be one of the top business destinations for investors depends on, whether businesses can implement the productive initiatives to cope with the foreign talent shortage.

Singapore has started the restructuring of its economy in recent decades, offering attractive incentives to investors for those sectors designated for development, including the financial, manufacturing and maritime sectors, which will expose investors to good business opportunities.

The key pull factors for investors are the business-friendly environment in Singapore along with its low tax rates and the country was ranked No.1 worldwide for the ease of doing business by the World Bank in 2013, and has been consecutively for eight years. Singapore also has one of the lowest crime rates in the world, making it very safe for investors and their families to live here.

Singapore’s corporate tax is currently at 17% but the effective tax rates are usually lower with tax rebates and incentives. The personal tax rate is tiered from 0% to 20% and the goods and services tax is a low 7%. Generally there is no capital gain tax and certain foreign sourced incomes are not subject to tax. These tax policies make Singapore an attractive environment for investors to make and hold investments.

Joe Techapanupreeda / Shutterstock.com

Company: AccAssurance LLP Name: CHUA Choong Thoong Email: ctchua@accassurance.com.sg Web Address: www.accassurance.com.sg Address: 163A Telok Ayer Street, Singapore 068616 Telephone: 00 65-6223 8380

Acquisition International | March 2014 | 75

SECTOR SPOTLIGHT: Albania: A new dimension

Albania: A new dimension

LPA Law Firm Albania is considered to be one of the most reliable Albanian law offices in the fields of business, commercial real estate and corporate law. The firm’s structure, with a high level of specialization enables the firm to offer its clients efficient legal advice as well as personal service. Besides its focus on corporate law, commercial real estate the firm is mainly engaged in litigation, competition law as well as matters of general business and civil law.

“We deliver what you need most, expertise and representation that solves your problems and protects your interests.”

LPA Law Firm Albania Ltd is an Albanian law office, situated in the capital Tirana. Today, the firm is considered to be one of the most reliable Albanian law firms in the fields of business, Corporate Law, Intellectual Property and Commercial Real Estate.

Company: LPA Law Firm Albania Name: Oltjan Hoxholli Address: Rruga e Bogdaneve St. ‘EuroCol’ Building 5th Floor, Tirana, Albania Web Address: www.lpalbania.com Email: ohoxholli@lpalbania.com Telephone: + 355 4 45 19 241 + 355 4 48 05 499 | + 355 67 20 187 47

76 | Acquisition International | March 2014

The firm’s structure, with a high level of specialization enables the firm to offer its clients efficient legal advice as well as personal service.

Besides its focus on corporate law, commercial real estate the firm is mainly engaged in litigation, competition law as well as matters of general business and civil law.

Due to the wide range of the firm’s clientele, which covers small and medium size enterprises as well as large companies, the firm is in the position to present solutions for legal problems of various kinds and dimensions.

Some of our clients: Hitachi Maxell, Ricoh, LR Health & Beauty System, IUCN, AVUS, Sunlight Systems, Raiffeisen Bank Leasing, etc Bio: Oltjan Hoxholli, Partner at LPA Law Firm Albania Oltjan has extensive experience in domestic and international finance transactions, covering acquisition finance, project finance and debt restructuring operations, with a special emphasis on acquisition and project finance. He has handled a wide range of domestic and international acquisition finance transactions ranging from private leveraged buy-outs and public acquisitions to corporate acquisitions. He also has broad experience advising on international project finance transactions for many of the world’s premier financial institutions and credit export agencies. He has also represented borrowers, sponsors and mezzanine funds. Oltjan has been

involved in a significant number of transactions ranging from major acquisitions in the financial sector, to major energy and concession projects.

He has been involved in a number of M&A, privatizations, complex corporate transactions.

Moreover Oltjan has assisted investors in the implementation of energy project on planning procedures, licensing and regulatory issues as well as during the project implementation phase.

Oltjan is a frequent speaker at private equity conferences and events. He is a member of the Albania Bar Association and the International Bar Association.

Oltjan specializes in commercial and corporate Law, banking Law, insurance Law, concessions and energy law. He has acquired a wealth of knowledge and understanding of the workings of the registration of property rights, its legal framework and institutions operating in this field in Albania. Mr. Hoxholli has also great expertise in banking, employment, immigration, corporate law, tax, aviation, intellectual property, privatizations & concessions.

Mr. Oltjan Hoxholli has advised a great number of International Clients: Petroleum International , Shell, LR Health & Beauty System, IUCN, AVUS, Sunlight Systems, Philip Morris, Raiffeisen Bank, BKT, Credit Agricole, Bechtel International, World Bank, IFC, Hitachi Maxell etc Oltjan is a Local Partner for the World Bank’s Doing Business project. His native language is Albanian and he is fluent in English and Italian.

SECTOR SPOTLIGHT: Introducing the Next Global Boom…

Introducing the Next Global Boom…

Internationally there are countries fighting to attract foreign direct investment but one that seems to be having no trouble at all is Paraguay; proving to be a popular destination for investors.

Paraguay is incredibly unique so this month Acquisition International speaks to one of the leading experts to discuss the lure, opportunities and challenges of doing business in the region.

“We are pleased to present the professional background of our firm called Controller Contadores & Auditores, a member firm of PKF International Limited. Our firm has been in Paraguay with over 17 years professional experience, during which time it has developed a range of services relating to the practices of auditing, consulting, outsourcing and tax.”

“As a member of PKF International Limited, we are committed to providing highly professional services globally, which is available through our network of member firms, who are highly rated in worldwide quality standards. This allows us to provide our customers with a highly qualified service as our professionals are given constant training, and are updated in important matters of accounting and auditing worldwide.”

“Our local company is permanently monitored

by PKF International Limited, who periodically reviews our services and working papers; work is

exclusively by the international quality control’s (ICQ) imposed by PKF International Limited, a fact that adds significant value, thus strengthening our commitment to provide professional services with the highest standards of quality constantly needed by our customers.”

“Moreover, PKF International Limited is at the forefront in terms of methodology, basing its practice on strictly applying international standards, based on risk assessment. This allows us to ensure that our service has an end result of inestimable added value, and our work is based strictly on our critical judgment and independent professional accountants.”

Firm partners: Main partner: Walter E Hermosa D Audit partner: Javier S. Rojas S. Partner consulting: Fernando A. Cardozo C. Tax partner: Silvia R. Agüero R. Outsourcing partner: Elvira N. Ruffinelli D.

“We believe that to deliver to you the highest standard of service, we require a professional level of excellence, continuous improvement of our people, developing their skills and constantly promoting an analytical approach to studying the global trends in business. Our personnel, in Paraguay, fulfill the requirements of the PKF professional profile, with a generation of graduates from the best educational entities in the country.”

Company: PKF Name: Delcy Melgarejo Email: dmelgarejo@pkf-controller.com.py Telephone: 00595 21603044

Acquisition International | March 2014 | 77

SECTOR SPOTLIGHT: The Philippines: The Road Ahead

The Philippines: The Road Ahead The Philippine Economy: Prospects and Challenges in 2014 Esguerra and Blanco Law Offices, otherwise known as BlesLaw, is a full-service law firm, headed by its senior partners; Atty.

Ramon S. Esguerra and Atty. Jaime M. Blanco, Jr.

Founded in 2004, BlesLaw began as a small law firm with less than 10 lawyers, but now, as it celebrates a decade of existence, the firm has a well-established office in the main business hub of the Philippines, Makati City, with highlyskilled lawyers in its employ. BlesLaw continues to be steadfast to Christ-centred practice of law, remaining guided by what is true, just and fair.

--------------------------------------------------------------

investors must look beyond Metro Manila for venues to establish their businesses.

Also, as the social media capital of the world, the Philippines, likewise provides an ample avenue for advertisers. While the retail industry in the Philippines remains strong, its success comes with the condition that any product introduced be novel yet, striking for its target consumers.

Despite these challenges, we at BlesLaw continue to strive for an efficient delivery of services to our clients in order to meet their business needs. While government regulations are already in place, we believe that being constantly informed of both, the practice and theory on the ever-changing or increasing business requirements, avoids the bigger problems that may be encountered when taking shortcuts or unauthorized procedures.

Experience, efficiency and preparedness remain to be the best tools in reconciling our client’s business needs with government bureaucracy, and uncertainties arising from the changing political climate.

Admittedly, there are many challenges present The Philippine economic activity has been in the Philippine business arena, with the biggest consistently positive and BlesLaw has observed challenges being the perceived government this, particularly in the increased business bureaucracy and its apparent inefficiency. activities of our corporate clients, such as the Certain investors may find establishing expansion of local corporations, or their entry businesses in the Philippines tedious given the in large-scale business transactions. It has Even with the recent positive also observed the increased The Philippine economy has been growing positively; growth in the economy, participation of foreign entities in the Philippine economy, a fact which, more than foreign investors, every hardworking much has to be done in the Philippines to compete with either through the continuous Filipino feels optimistic about. its neighbouring countries, entry of foreign equity in local and even more to attain its previous status in numerous requirements, further complicated by corporations, or the establishment of local the 1990s as the economic forerunner amongst the necessary approval of government agencies branches, regional headquarters, or fully-owned the Southeast Asian nations. Compared to or local government units. subsidiaries of foreign corporations in the the Philippines, Singapore and Malaysia are Moreover, the risk of businesses being affected Philippines. consistently at a higher level of economic by questionable actions of political decisiondevelopment largely due to their ability to makers remains to be a constant source of Opportunities in Philippine industries such attract and maintain foreign investors and discomfort for investors. Furthermore, apart as real estate and business development in maintain a viable yet independent market from the recent occurrence of natural calamities areas outside of Metro Manila are promising. economy, respectively. which have debilitated certain regions in the Considering the sharp increase in the Philippine Philippines, the wasteful depletion of natural population, the continuous demand for housing Indonesia and Thailand are moving towards resources is also another problem detrimental to and infrastructure, and the need to de-centralize progress at a similar pace with the Philippines, the Philippine economy. businesses to centers outside of Metro Manila,

78 | Acquisition International | March 2014

SECTOR SPOTLIGHT: The Philippines: The Road Ahead and while Thailand’s present political crisis may prove to be a setback, the situation is merely temporary, which it can easily recover from.

The economy of Vietnam, though currently behind the Philippines, is moving up at a faster pace, thanks to its rapidly emerging human development.

With 7,107 islands making up the entire archipelago, the Philippines remains an abundant source of various natural resources. These natural resources include mineral products, such as; gold, nickel and copper, renewable energy sources, such as geothermal energy, and various agricultural products, such as coconuts, of which the Philippines is the largest producer in the world, rice, and sugar. Aside from goods and products, the Philippines have, among the best natural destinations for tourism in Asia, with its pristine beaches and stunning mountains attracting both budget and luxury travellers.

As for its human resources, Filipinos are endowed with the best business English proficiency among all nationalities, thus, making them the top choice for investors in various industries, and despite being a smaller nation than India, it remains the largest business process outsourcing and offshoring industry in the world. With the Filipino’s advanced skills in business English, communication occurs easily among, and between Filipino professionals and their foreign counterparts.

We at BlesLaw believe that the Philippines should be a strong option for investors looking for business opportunities in Asia. With the liberalization of trade in the Philippines, foreign equity may be allowed in certain areas of investment, subject to the equity reserved for Filipinos by mandate of the Philippine Constitution and existing laws. As for transactions between local and foreign participants, and in light of limits on foreign participation in local industries, we have successfully arranged contracts, such as joint venture agreements and other similar arrangements. Also, given the Filipinos’ inclination towards consumerism, there is a large potential market for consumers of various goods and services.

A major shift in the ASEAN economic landscape is expected by 2015, with the implementation of the ASEAN integration, specifically through the establishment of the ASEAN economic community (AEC). Given the AEC’s objective of developing the ASEAN as a region with a single market and production base, further marked by competitiveness, equitable economic development, and full integration into the global economy, economic opportunities will surely expand in the future for non-ASEAN investors with business established in any of the ASEAN nations. Moreover, with the strengthened interdependence among its members, the ASEAN integration is also expected to bridge the gap

between the more developed nations of the ASEAN and the emerging economies.

Large-scale infrastructure projects are being established to remedy the massive problem of traffic in Metro Manila. The national government has likewise shown its efforts to minimize, if not, eradicate the problem with corruption by prosecuting officials involved in corrupt activities. Moreover, the private sector, through individual efforts or non-government organizations, has contributed positively in alleviating poverty and other problems of local communities. The growth of the Philippine economy amidst various challenges reflects the resilient Filipino spirit that thrives in the face of adversity, while rising above it.

Company: Esguerra & Blanco Law Offices (aka BlesLaw) Name: Atty. Ramon S. Esguerra and Atty. Jaime M. Blanco, Jr. Address: 4th Floor, S & L Building, Dela Rosa corner Esteban Streets, Legaspi Village, Makati City, Philippines 1229 Web Address: www.bleslaw.com Email: bleslaw@bleslaw.com Telephone: 00 632 840-3413 to 15 Fax: 00 632 813-8185

Acquisition International | March 2014 | 79

SECTOR SPOTLIGHT: The Philippines: The Road Ahead Aerial view on Makati city - modern financial and business district of Metro Manila, Philippines

Although corruption is the principal challenge to economic growth in the Philippines substantial progress in the promotion of good government has been achieved since President Aquino assumed office in 2010, thus, the continuing improvement on its standing in the Transparency International’s Corruption Perceptions Index.

For 2013, the Philippines ranked 94th out of 177 countries surveyed with a score of 36/100, moving up from a 129th ranking in 2011. It is now ranks higher than Thailand (102th), Indonesia (114th) and Vietnam (116th).

The Philippines has statutes ensuring the stability of its financial system. The passage of amendments to the anti-money laundering law

has boosted the government’s anti-corruption initiatives. The continuing efforts to implement the United Nations Convention Against Corruption, together with existing Mutual Legal Assistance Treaties (MLATs), ensure that legal mechanisms are in place to detect, forfeit and dispose of ill-gotten wealth. Further, there is a continuing endeavour by the Philippines to harness existing MLATs and execute new ones, allowing signatories to better work together in the war against corruption.

As a result of the foregoing, the Philippines has gained international status of an emerging market leader.

Company: Cruz Marcelo & Tenefrancia Name: Simeon V. Marcelo, founding partner & CEO Email: sv.marcelo@cruzmarcelo.com Web Address: www.cruzmarcelo.com Address: 6th, 7th, 8th & 10th Floors, CVCLAW Center, 11th Avenue corner 39th Street, Bonifacio Triangle, Bonifacio Global City 1634, Metro Manila, Philippines Telephone: 00 632 8105858 Fax: 00 632 8103838

Acquisition International | March 2014 | 81

SECTOR SPOTLIGHT: 2014: Continuation of the Finnish Miracle?

2014: Continuation of the Finnish miracle?

Nordic Mezzanine provides mezzanine financing for buyouts, growth and capital restructuring. It is the management company of dedicated mezzanine funds with prime institutional investors from Nordic countries and continental Europe, including some of the largest institutions in the region. The latest fund, Nordic Mezzanine Fund III, was closed in 2009 with commitments amounting to €240 million. Currently the total funds under management amount to over €480 million.

The Team: Nordic Mezzanine is independent from any financial institution. It is managed by an experienced team backed by a strong board of advisers, consisting of prominent industrialists and bankers, namely: Vesa Suurmunne Chief executive, M.Sc. (Tech), B.Sc. (Econ) Previous posts: Hambro European Ventures, Hambros Bank Limited, Arctos Asset Management, Industrialization Fund of Finland Mobile: +358 50 372 7634 Pekka Hietaniemi Executive director, M.Sc. (Tech), M.Sc. (Econ) Previous posts: Hambro European Ventures, MB Corporate Finance, Postipankki, Industrialization Fund of Finland, Control Data Corporation Mobile: +358 500 406 870 Pekka Sunila Executive director, M.Sc. (Tech), M.Sc. (Econ) Previous posts: Hambro European Ventures, MB Corporate Finance, Postipankki, Postipankki (UK) Limited, Industrialization Fund of Finland, Nokia Corporation Mobile: +358 500 406 871

Linnea Karlsson-Autio Investment manager ,M.Sc. (Econ) Previous posts: ProMan Mobile: +358 400 818 000

Kenneth Johansson Investment manager, M.Sc. (Econ) Previous posts: Tapiola Group, LVMH Mobile: +358 50 530 2950 With offices in Helsinki and London, the main regional focus in the Nordic area; German speaking countries and the Benelux. Nordic Mezzanine has arranged mezzanine financing for major transactions of leading European private equity investors.

Nordic Mezzanine is keen to support proven management teams, and invest together with high class private equity houses, institutional investors and

banks in attractive investee companies with the ability to generate cash flow and growth.

Investments and Arrangement of Mezzanine Finance: The Nordic Mezzanine Funds make investments in mezzanine finance, typically in the following situations: • Buyouts and buyins • Growth capital • Capital restructuring In addition, Nordic Mezzanine has the ability to coinvest in the equity, alongside the majority shareholder.

The total value of each investee company would typically range from €50 to several €100 million euros.

With fully committed capital, Nordic Mezzanine would underwrite mezzanine positions of €5 to €70 million.

Together with co-investors Nordic Mezzanine can underwrite even larger amounts of mezzanine capital.

Co-operation with Nordic Mezzanine: Nordic Mezzanine has shown useful flexibility when structuring mezzanine financing, which together with its ability to make quick investment decisions, ensures a smooth investment process for the other parties in the transaction.

There are no conflicts of interest with private equity investors or banks involved, as the focus is in the mezzanine capital. The investment team has longstanding expertise in the mezzanine finance and can offer innovative solutions for different kinds of financing situations.

What is Mezzanine Financing?

Finance, which has some of the characteristics of both senior bank debt and equity, is called mezzanine finance. Mezzanine finance by implication ranks between senior debt and equity for repayment, and this is reflected in the pricing.

In funding structures mezzanine finance fills the gap which may arise, particularly in buyout situations where the cash flow of the business can support a higher level of debt finance than a traditional senior lender is prepared to fund. Many lenders will only lend against security while the amount of equity can be limited by its high return requirement.

Mezzanine finance can take many forms but it is most commonly seen as junior or subordinated debt.

Company: Nordic Mezzanine Advisers Limited Address: Mikonkatu 4 B, 00100 Helsinki, Finland Web Address: www.nordicmezzanine.com Email: firstname.lastname@nordicmezzanine.com Tel: +358 9 6840 640 Fax: +358 9 6840 6410

82 | Acquisition International | March 2014

Mezzanine finance is most widely used for financing buyouts. However, the flexible nature of mezzanine finance makes it very useful in a variety of financing situations.

Mezzanine finance is an effective method for financing expansion; it increases the long-term capital base of an investee company without significantly diluting

shareholders’ control. While it may strengthen the balance sheet and enable increased senior borrowing on more attractive terms, it can also enhance equity returns, and can be particularly useful for private companies planning an IPO in the short term.

HG Investment: June 2013 HG is a leading European supplier of specialist consumer cleaning and maintenance solutions, with #1 market positions in its niche categories across the Benelux region. HG produces a comprehensive range of over 250 professional-strength products designed to address specific household problems under the HG brand. The company’s cleaning solutions address a variety of targeted applications for cleaning and maintaining kitchens, bathrooms, floors, furniture, upholstery and other areas of the home. In June 2013, Gilde Buyout Partners acquired HG in a secondary buyout. Nordic Mezzanine arranged and underwrote a mezzanine loan for the transaction.

Barona Investment: December 2012 Barona is a multiservice company and its operations comprise of recruitment services, outsourcing services, accommodation services and executive search.

Annually, Barona recruits around 10,000 employees and accommodates tens of thousands of people. Barona has also carried out the most significant outsourcing projects in its field. The company is today the largest human resources provider in Finland, as well as one of the biggest employers. Barona also operates in Russia, Poland, Sweden and Estonia. Nordic Mezzanine arranged and underwrote the mezzanine loan for the transaction, and is also an equity investor in the company, alongside the current management of Barona.

Wer liefert was? Service GmbH Investment: August 2012 WLW is the market leading online supplier search engine in the German speaking countries, providing commercial suppliers with a platform to present their products or services and enabling commercial purchasers to easily find them. The company was acquired by Paragon Partners in February 2012. Nordic Mezzanine invested in the equity of WLW on a minority basis.

Almondy Investment: May 2012 Almondy is a Swedish bakery business producing almond-based cakes with different toppings and fillings.

It is the leading Nordic company in the frozen cakes segment, also with significant sales outside the Nordic countries, e.g. in Germany and the UK. Segulah III L.P. is the main shareholder, together with management, since June 2008. In May 2012 Nordic Mezzanine provided a mezzanine loan in connection with a partial refinancing of the senior debt in Almondy. Nordic Mezzanine was the mezzanine arranger and is the sole mezzanine lender in the company.

SECTOR SPOTLIGHT: 2014: Continuation of the Finnish Miracle?

Finland is a one of-a-kind country some call it the ‘Finnish miracle’ since it has been able to transform its challenges into strengths. With Finland seen as being the freest country in the world it has also been the most competitive for the last 3 years. This year is set to improve again according to Etla, with 1.6% growth forecast. In 2015 the country is set to experience 2.7% growth.

Markus Myhrberg is a partner and head of IP, technology and media practice at Lexia Attorneys; a Finnish full service law firm offering expertise in domestic and international business law. Known as the most business minded Finnish law firm, its business roots can be traced back to 1996 and it is internationally recognized as one of the leading Finnish law firms in the field of technology and media, intellectual property, finance and real estate and construction.

Mr Myhrberg explains: “For us legal is not just about avoiding problems – it is also adding value by ensuring business and investment goals are met efficiently. Lexia has recently e.g. advised several Finnish game and tech companies on international investment rounds and served as a strategic partner for companies looking to expand to Finland.”

Finland’s government is business-friendly and has worked to make the country more attractive to foreign investors; lowering the corporate tax rate

to 20% this year, and reducing the tax on power to lure data centers, and the Finnish game cluster is attracting attention from venture capital investors.

As one of the most competitive and open economies in the world statistics show that most foreign-owned companies grow faster, and perform better than the local companies after establishing themselves in the Finnish market and many of its most innovative start-ups are focussed on expanding traditional game formats in new directions.

Finland’s ‘early adoption’ of information technology, with unique co-operation between education, research and industry, as well as its skilled workforce receptive to new technologies, it is an ideal test bed for new solutions and technologies.

The significance of recognizing and putting commercially viable ideas into practice has been

identified as a national priority, and cooperation between companies, universities, and research institutes in the form of various partnerships is an integral element of innovativeness in Finland.

Mr Myhrberg believes that Finland can meet these challenges through innovation, along with new solutions and technologies.

Company: Lexia Attorneys Ltd Name: Markus Myhrberg Email: markus.myhrberg@lexia.fi Web Address: www.lexia.fi Address: Kalevankatu 20, FIN-00100 Telephone: 00 358 (0)10 4244 200

Acquisition International | March 2014 | 83

SECTOR SPOTLIGHT: Australia: A Global Platform for Growth

Australia: A Global Platform for Growth Over recent years, Australia has shown a great display of global economic domination. Since the country has seen 22 years of uninterrupted growth, Australia remains as the only economy to consistently rank in the world’s top five most resilient economies since 2008.

Sean Gregory at PwC considers Australia: an economy in transition. He states: “The performance of the Australian economy has been strongly supported by our resources and energy industries – both are capital intensive enterprises, attractive to inbound investment, especially from Asia, which has seen it outperform other OECD countries in the past few years. As commodity demand moderates, Australia is looking to

Company: PwC Australia Name: Sean Gregory Email: sean.gregory@au.pwc.com Web Address: www.pwc.com/au Address: 201 Sussex Street, Sydney, Australia 2000 Telephone: 00 612 8266 2553

Allied Business Accountants (Allied) is a boutique accounting and business consultancy firm, aiming to reduce the compliance and accounting burden on business owners and management.

It implements best practice business processes, facilitating strategic business improvement and growth.

David McKellar, chartered accountant and director at Allied explains: “Our philosophy is to always make ‘doing business’ easier for our clients; we do this by partnering with our clients, providing

Company: Allied Business Accountants Name: David McKellar Email: david@alliedaccountants.com.au Web Address: www.alliedaccountants.com.au and BGA: www.businessgatewayaustralia.com Address: 204 Park Street, South Melbourne Vic 3205 Telephone: 00 61 3 9097 4050

84 | Acquisition International | March 2014

innovation, productivity reform and infrastructure to continue its growth.”

Growth in Australia through productivity and infrastructure has implications both locally and globally. The support for this platform for growth, directionally, was reflected in the recent PwC CEO survey which found that ‘83% of Australia’s CEOs said the government should make infrastructure improvement its number one priority’. Tony Abbott has declared himself the ‘infrastructure’ prime minister.

Investment in infrastructure creates strong confidence in the future growth of an economy, in turn improving productivity leading to a stronger economy. With this breadth of potential, infrastructure is an appealing investment option for both local and off-shore capital, offering investment longevity and stability with relatively predictable returns.

In a relatively mature economy like Australia, capital recycling via privatisation of assets is an emerging option to accelerate this much needed investment growth. This is an attractive option in an environment

services and advice, enabling them to concentrate their efforts on their business and not be burdened by governance issues, compliance and red tape.

With our international clients, we take this one step further, working with our partner; Business Gateway Australia (BGA).”

BGA offers a turnkey solution to businesses entering Australia, offering access to professionals including legal, accounting, business, marketing, IT and other experts, providing a holistic approach to launching a business in Australia.

Australian business confidence is quite high at the moment and recent figures released by the Australian bureau of statistics show positive trends for economic indicators such as retail turnover, building approvals, housing finance and company profits. There is also anecdotal evidence of increased success in business start-ups.

Mr McKellar explains that there are an unprecedented number of online retailers establishing themselves and succeeding in the Australian market, while there has been a shift away from traditional bricks and mortar retail stores.

where it is not feasible to simply look to governments to increase borrowings and the private sector can only accept defined and limited risk. Government needs to build the confidence of investors looking for more investment certainty in tax settings, regulatory policy and infrastructure revenue outcomes. The debate over user-pays needs to continue, amidst political opposition.

Australia also needs to continue to challenge itself in how to become a more attractive destination for capital as its foreign investment review board decisions can appear confusing and, at times, politically motivated.

For global investors into infrastructure there is an attractive growth picture, particularly for sovereign and pension funds as shown by Canadian and the Middle Eastern interest recently. Australia’s opportunity is to participate actively through its own superfund investment and relationships with global investors, but also to export technical services, investment capital, and expertise to increase our contribution to the prosperity of the Asian region.

There is also a shift away from some of its traditional manufacturing industries, such as car manufacturing, but Mr McKellar believes it will be beneficial for the economy as it refocuses resources to more efficient and profitable industries.

“These changes will, and are being met by innovative and entrepreneurial businesses, while businesses that have positioned themselves correctly will stand to reap the benefits,” Mr McKellar adds.

The country’s location in the Asia Pacific region gives great access to significant Asian Markets, with a highly skilled and educated work force.

Australia is known as one of the easiest countries in the world to setup a business, and with help from Allied Business Accountants and Business Gateway Australia, it has never been easier to launch a new business in Australia.

“Australia is an amazing place, with a growing economy. In addition, its close relationship with and proximity to emerging Asian economies, particularly China, will see Australia prosper well into the future,” Mr McKellar concludes positively.

SECTOR SPOTLIGHT: The New Rising Stars: Kenya

The New Rising Stars: Kenya Kenya’s economy is progressing well; GDP is expected to grow at an impressive 5.8% this year making it one of the fastest growing economies in Africa.

Plus, with the country displaying efforts to increase trade with Ghana, Kenya is rapidly being recognised as a key market to invest in across the globe.

For so long now the world’s leading entrepreneurs and business professionals have turned to the BRIC nations in order to take advantage of overseas growth. However, with such countries no longer necessarily providing the best investment opportunities, many are turning to the ‘rising stars’ of the emerging world, such as Kenya.

Acquisition International magazine speaks to managing partner Michael Kontos of Walker Kontos Advocates about what their full service law firm has to offer clients operating and looking to do business in Kenya and East Africa.

Walker Kontos Advocates is a Nairobi based law firm, founded in 1988, offering a full range of corporate and commercial legal services in Kenya and East Africa. Walker Kontos and its advocates are consistently ranked amongst the leaders in their fields by international publications Chambers & Partners, Legal 500 and IFLR 1000.

The firm prides itself in identifying and nurturing home-grown talent with impressive local and international qualifications in law and finance.

The firm strives to be a one-stop-shop for its clients, with client-care and client satisfaction being their primary objectives. The firm’s clients represent a broad spectrum of industries at home and abroad, including some of the most highly recognised blue-chip brands.

After joining the firm in 1992, Mr Kontos initially concentrated on property law and conveyancing, however his expertise now lies principally in the fields of corporate and project finance, energy, capital markets and M&A, although he does still assist in the more complex real estate transactions.

Being fluent in English and Greek, and proficient in French, Mr Kontos’ M&A work includes crossborder transactions in east and central Africa, and he is recognised as a leading lawyer by Chambers Global, IFLR 1000 and Legal 500 EMEA.

Mr Kontos has represented a number of high profile clients including, the Standard Bank Group, Housing Finance Company Kenya Limited, CfC Stanbic Holdings and Fina Bank Limited, to name just a few.

Mr Kontos is certainly highly regarded by many, in his specialist fields, and has rapidly become recognised as one of the leading legal professionals in Kenya.

Company: Walker Kontos Advocates Name: Michael Kontos, managing partner Email: mkontos@walkerkontos.com Web Address: www.walkerkontos.com Address: Hakika House, Bishops Road, P.O. Box 60680 - 00200, Nairobi, Kenya Telephone: 00 254 20 2718431

Acquisition International | March 2014 | 85

SECTOR SPOTLIGHT: The Offshore Recovery

The Offshore Recovery It’s no secret that some of the world’s major offshore locations have experienced a number of turbulent years, however 2013 was encouraging for many and there have been some positive signs of recovery in the key hubs.

By Peter Cannell, advocate and chartered secretary, Quinn Legal ---------------------------------------------------------------------Can you name a country that can lay claim to 30 years of continuous economic growth? In the middle of the Irish Sea there is such a country. Despite the credit

Company: Quinn Legal Name: Peter Cannell, advocate and chartered secretary Address: 30 Ridgeway Street, Douglas IM1 1EL, Isle of Man Web: www.quinnlegal.im Email: mail@quinnlegal.im Telephone: +44 (0)1624 665522 Fax: +44 (0)1624 665533

Anex Management (Seychelles) Ltd (‘ANEX’) is an International Corporate Service Provider licensed by the Financial Services Authority in Seychelles to provide corporate services to International Business Companies, Companies Special Licence, Limited Partnerships, Protected Cell Companies, and Mutual Funds among other structures. Bianci Sentini VEEREN, is currently the CEO and director of ANEX MANAGEMENT (SEYCHELLES) LTD. ANEX delivers an outstanding level of service in terms of incorporation, advisory, management, taxation planning and secretarial services by offering a personalized service to its clients. We work closely with our clients or their advisors to understand their

Company: ANEX Management (Seychelles) Ltd. Name: Bianci Sentini VEEREN Email: bianci.veeren@anexsey.com Web Address: www.anexgroup.org Address: Suite 208, Eden Plaza, Eden Islands, Mahé, Seychelles Telephone: +248 251 9697 - +248 432 5775

86 | Acquisition International | March 2014

crunch and the continuous assault from tax justice campaigners, the OECD and the major economies of the world, the Isle of Man continues to enjoy a growing economy. So, the title ‘offshore recovery – Isle of Man’ may be inaccurate.

success, their Vision 2020? They recognise we live in an ever changing world and that we do not know where the next big area of growth will be. Vision 2020 is all about being prepared for opportunities as they arise: to lead, not to follow.

The Isle of Man did see a major drop in its share of the VAT receipts collected jointly with the UK. The talk in the Manx press is about reductions in spending in public services, calls on our financial reserves, job losses and pay freezes. However, the private sector continues to grow and not always where you would expect.

Firms on the Isle of Man see the need to provide services tailored to their client’s needs. This is very much at the heart of Quinn Legal’s ethos. We focus not only on the specific needs of our client but also, working as a team of many talents, utilising our broad skill sets and the connections we have, we deliver a bespoke service. After all, no one legal issue is quite like another and, with a broader vision for what is possible, we open up new opportunities for our clients.

We continue to see significant growth in sectors as diverse as manufacturing, biomed and e-business, not forgetting space. The secret of the island’s success is in this diversity; not relying just on traditional offshore financial services. The government, recognising this, continues to ensure the infrastructure upon which these new sectors rely, is robust.

So why, on 27 January 2014, did the Isle of Man Government announce their plan for economic

specific needs and to identify or provide effective solutions. We pride ourselves in maintaining a discreet and confidential environment whilst ensuring a tailor-made service which is focused on the client’s expectations.

ANEX is part of the Anex Group in Mauritius, founded in the early 1990’s, with the inherent objectives of becoming one the most prominent in its field and of providing services of unmatched quality and efficiency.

ANEX’s core services consist of Global Business, Corporate Secretarial, Finance and Accounting and the firm rely on their experience to offer customised and responsive solutions to their clients.

Why Choosing the Seychelles?

“The Seychelles is more than determined to establish itself as a recognised International Financial Centre.

While the country benefits from an economy mainly driven by tourism and fishing exports, the Seychelles has become today one of the most active financial centre throughout the world offering most known structures like International Business Companies, International Trust, Foundations and Mutual Funds.

“The obvious attractions of the island as an international investment opportunity lie in its combination of strong international trade links and favourable tax conditions for incorporating companies.

The success of Seychelles has been its offshore industry

Vision 2020 is all about the future and the exciting opportunities before us, so it is with Quinn Legal. We too are embarked on a voyage; a voyage to be leaders not followers. 2014 will see the launch by us of new, ground-breaking services. We too are excited by the future.

by offering a tax free structure and low tax vehicles, which has been the key for all kind of investors around the world for their tax planning.”

What key changes have been made to ensure the Seychelles maintains its position as an attractive offshore destination?

“The Seychelles has been extremely active in strengthening its offshore industry by developing new legislation to allow the establishment of international corporate structure in a more transparent way. The greatest challenge has been the creation of a new regulatory framework and the replacement of SIBA by the Financial Services Authority for a better regulation of the financial services industry in Seychelles.

“The changes brought to the regulatory body as well as the adoption of the new International Business Companies Act , 2014 would be crucial to meet the international standard of the Global Forum and be better equipped as an offshore jurisdiction.”

“Today, the Seychelles has optimised its effectiveness as an offshore financial centre by striking an effective balance between sound regulatory practice and attractive products. The IBC’s being a tax exempt company and allowed to engage in most kind of legal businesses around the world has been its success.”

SECTOR SPOTLIGHT: Real Estate Indicators

Real Estate Indicators Acquisition International magazine speaks to Manish Narayan, senior associate: real estate and corporate commercial at Galadari Advocates and Legal Consultants.

Galadari Advocates & Legal Consultants is one of the largest law firms in Dubai, United Arab Emirates (UAE); reputed for the quality of its work in both contentious and non-contentious areas of legal practice.

Mr Narayan has practiced with the firm for the past six years, starting in early 2008, he has had the opportunity of advising investors, developers, hotels and private equity firms investing in the real estate sector. His work is a blend of advisory, court litigation, arbitration and restructuring.

Mr Narayan comments: “2013 has seen a definite rebound in the real estate sector.

Although valuation and quantified statistics are limited, private sources and media reports estimate that prices have escalated by approximately 40-50% during the year within the residential space.

“It has however, been noted that price escalation in the commercial space has been relatively slower and that the location of the commercial space has also impacted the rate of growth.

Furthermore, in the commercial space oversupply is a key consideration undermining growth potential.”

Mr Narayan have you noticed any emerging trends in the real estate sector, for example has private equity activity picked up?

“The Dubai Land Department (DLD) has increased the transaction fees from 2% to 4%,

with the intention of curbing both, speculative transactions and a potential boom in the sector.

“The Central Bank has put a mortgage cap of around 75% of LTV in place; indicating that the market is still being driven by investors as opposed to the end users. Our understanding is that this will impact on the development of a stable and mature secondary market space.

“Private equity funds are increasingly looking at Dubai for long term real estate investment.

However, there are regulatory road blocks, such as, limiting the rights of foreign companies to hold title to properties in Dubai.”

“Although foreign companies can still indirectly get title to property through the Jebel Ali Offshore company, it is not the most feasible option for private equity funds, since the exit of shareholders from the funds may be a problematic. That is, the change of shareholding will need to be intimated to the DLD and a transaction fee may be charged.

How cautious are investors when it comes to investing funds into your jurisdiction and what kind of assets are in the most demand?

“The bust during 2008 definitely impacted on the investor confidence, and recent transactions have seen the requirement of detailed due diligence on the developer and the development prior to closing. Developers with a track record of sustained delivery, such as, Emaar have seen their offerings being snapped up within days of coming onto the market.

“In conclusion, for 2014 I predict continued growth within this sector but the rate may be a little slower than 2013. I also predict an increase in demand for commercial and warehousing space, in the context of Expo 20210.”

Regulatory issue for consideration; whether 4% transaction fees will be levied by the DLD each time a shareholder exits the firm?

“Dubai International Financial Centre (DIFC) has introduced the regulations for the formation and operation of real estate investment trusts (REITS) who can hold title to property in Dubai. From anecdotal reports and certain transactions we have worked on, there has been an increase in cash transactions during the year.”

Company: Galadari Advocates and Legal Consultants Name: Mr Manish Narayan Email: manish@galadarilaw.com Web Address: www.galadarilaw.com Address: Dubai, UAE Telephone: 00 043937700

Acquisition International | March 2014 | 87

SECTOR SPOTLIGHT: Leading Adviser 2013 - the Philippines

Leading Adviser 2013: The Philippines In 1997, Mr Carlos Ocampo and Mr Manolito Manalo established the Ocampo & Manalo Law Firm; representing various domestic and international corporations with its roots in aviation law. Mr Ocampo and Mr Manalo both came from senior in-house legal positions at Air Philippines after practicing law in other firms. Over the years, the firm has grown into a full service law firm.

The firm’s major practice areas are corporation law, commercial litigation, civil law, transportation, intellectual property, energy and natural resources, taxation, labour, immigration, and international trade law. The firm currently represents clients whose business activities span a vast array of industries and sectors from: • air, land and sea transportation • insurance • securities • financial services • mutual fund management • travel and hotels • information technology • mass media • construction and property development • engineering • restaurant operation and management • manufacturing • business franchising • general sales distribution, among others.

The Ocampo & Manalo practice is highly focused on commercial law that necessarily includes its close cousin, commercial litigation. The firm has handled many significant projects in the Philippines and abroad that have added to its depth of experience. Unlike many Philippine firms of its size, the bulk of Ocampo & Manalo’s

client base is made up of international clients, largely due to its strong commitment to understanding and adapting to the changes in the business climate of the Philippines and abroad, anticipating trends which affect its clients’ needs.

In countries like the Philippines, industries that relate to the needs of a developing country always do well. As a result, there are many opportunities for growth in industries involved with the infrastructure, property, telecommunications and utility sectors.

The current business environment in the Philippines is stable, and has proven to be resilient to the adverse global developments and changes, as evidenced by the last Asian crisis when the Philippines was not affected as much as its neighbours. The foundation for continued growth of the country has already been laid due to sound fiscal management and the strong anti-graft and corruption drive of the top levels of government, resulting in improved investor confidence. The existence of robust industries led by the property sector and business process outsourcing sector, as well as strong inward remittances from overseas workers are responsible for the country’s impressive growth.

Mr Ocampo and Mr Manalo predict that the Philippines will be able to overcome the catastrophes that hit the country in the final quarter of 2013 with much effort admittedly, but with confidence that certain sectors will remain high and continue to spur activity and a renewed sense of purpose in developing and rehabilitating the infrastructure of the country.

By investing in the Philippines, investors have the opportunity to participate in a region of the world that is experiencing greater activity and sustained growth. Consequently, there is better potential for investors, as opposed to investing in traditionally favoured BRIC nations.

Company: Ocampo & Manalo Law Firm Name: Carlos T. Ocampo and Manolito A. Manalo Email: info@omlawphil.com Web Address: www.omlawphil.com Address: 6F Pacific Star Building, Makati Ave. corner Sen. Gil Puyat Ave. Makati City, Philippines Telephone: 00 632-751-8899, 00 632-751-7799, 00 632-751-8889

Acquisition International | March 2014 | 89

DEAL DIARY: M&A from around the world

Deal Diary The increasing digitisation of transaction processes increases the amount of crossborder activity All experts are in agreement: the real estate market is booming. According to a recent study conducted by the global real estate brokerage Cushman & Wakefield, the international property market is set to reach a seven-year high in 2014 with an investment volume of more than USD 1,000 billion.

The rapidly increasing volume of cross-border activities is a major contributing factor to this positive development. As a result, Cushman & Wakefield are predicting worldwide growth in this sector. In Asia and North America, for example, the figure is expected to be more than 12%. Cross-border activities in the EMEA economic area now also amount to more than 40%, and are on the rise. The consultancy firm Ernst & Young’s “European Real Estate Assets Investment Trend Indicator 2013” also sees increasing cross-border activities as a key growth driver for the rising number of investments in the real estate market.

More transaction process requirements The ongoing internationalisation of real estate transactions has led to more requirements for the processes that underpin them. Those currently wishing to make these kinds of transactions are therefore finding themselves confronted with a wide range of challenges, such as: Language and communication barriers, Physical distance, Increasing legal complexity, Difficult access to international investors, More complex financing models, Cultural differences.

Need for structured, software-supported communication processes In order for an international property business to succeed, all parties involved must have access to all transaction-relevant documents at the same time, regardless of location. International real estate transactions often involve scores of due diligence specialists simultaneously subjecting thousands of written documents to rigorous vetting. This process therefore requires an efficient software and communications solution. Over the last few years, virtual data rooms have increasingly been used for online due diligence processes. According to our study, “Business-critical transactions and virtual data rooms – trends 2013”, more than 35% of all business-critical transactions have already involved the use of virtual data rooms: and this trend is steadily rising. This development facilitates the increase of cross-border activities during real estate transactions, as this increasing internationalisation of transaction activities would not be possible without the appropriate range of software tools.

An efficient approach to the question-and-answer process Standardised processes, such as integrated question-and-answer tools, ensure seamless and more efficient operations. Experience shows that answering Q&A enquiries and providing the requested information are enormously time consuming, and can delay the finalisation of a transaction by several weeks. However, using a Q&A tool adapted for the project, questions can be quickly and securely sent to the appropriate specialists via an automated process to ensure a swift answer. This works particularly well for complex cross-border projects. The process avoids floods of (unsecured) emails, faxes, calls and Excel libraries, and enables a streamlined, sustainable flow of communication between the parties involved.

Outlook At Drooms we are seeing an upward trend in cross-border activities as part of real estate transactions. The share of international real estate transactions processed using our data room currently amounts to around 40% of all projects.

For those currently planning to launch international projects, we recommend taking the following aspects into consideration: Multilingual software, Support in various languages (from native speakers), Multilingual index composition, Q&A processes that are individually configurable at multiple levels

By Howard Revens, UK MD Drooms Have you done a real estate deal recently? If so we want to hear from you- head to our website www.acquisition–intl.com and the submit the details.

90 | Acquisition International | March 2014

CONSUMER

92 CHOPPIES 92 E.L.F. COSMETICS 92 FOOD TECHNOLOGY NOORD-OOST NEDERLAND 93 LOUIS POULSEN LIGHTING 93 RS VERTRIEBES 93 TRIXTER

ENERGY & RESOURCES

94 CONTOURGLOBAL 94 AEG POWER SOLUTIONS 94 BRORON OIL & GAS 95 CARDINAL ENERGY GROUP 95 EXXARO RESOURCES 95 NOVUS ENERGY INC

FINANCIAL SERVICES

97 FINA BANK GROUP 97 FLORIDA SHORES BANCORP 97 UNICREDIT

HEALTHCARE

98 BOURN 98 ORTHORECON 98 PRANARÔM AND HERBALGEM 99 SUGARMAN GROUP 99 TOTAL THERAPEUTIC MANAGEMENT 99 WESTPOINT VETINARY GROUP LIMITED

INDUSTRIAL

100 ANALYTIK JENA 100 KTS WIRE 100 MIVAN FACTORY AND ASSETS 101 RAYMORE INDUSTRIES 101 UT QUALITY 101 VALTEQ

REAL ESTATE

103 CHICAGO FACILITY 103 COMMIF 103 NREP

SUPPORT SERVICES

104 DEBITOR REGISTRET 104 LEGODO AG 104 MYEDU 105 NVM 105 NIFE INDIA 105 ZENITH TMT

107 MOBITARGETS 107 POZITRON 107 REAL ESTATE PUBLISHING

DEAL DIARY: M&A from around the world

Acquisition International’s round up of recent M&A activity in the TMT sector with data from Zephyr, published by Bureau van Dijk The second half of 2013 saw the aggregate value of TMT deals increase significantly on the opening six months of the year, according to data from Zephyr, the M&A database published by Bureau van Dijk. In total there were 9,502 deals worth an aggregate USD 509,169 million in H2 2013.

It is still early days for 2014 and as such it is difficult to predict how results will ultimately pan out, but there has already been considerable investment into the TMT industry. Although we are just two months into the year, companies in the sector have already been targeted in 2,692 deals worth USD 173,513 million. This is already higher than results for the whole of H2 2008 and H1 2009, which had USD 169,823 million and USD 165,095 million, respectively.

However, there is still some way to go if results are to surpass the much higher USD 509,169 million recorded in H2 2013.

The most commonly targeted region in the TMT sector in 2014 to date is North America with 875 transactions. The region also topped the value chart on USD 123,282, representing 71 per cent of total investment in the sector worldwide so far this year. In terms of volume, Western Europe followed close behind on 817 while the Far East and Central Asia came next with 606. The same two regions placed second and third, respectively, by value with USD 19,413 million and USD 13,531 million. South and Central America came in fourth, notching up investment of USD 13,214 million from just 72 transactions.

In conclusion, 2014 has started well, particularly considering that the first quarter has not ended yet, and a significant number of transactions with good levels of investment have already been recorded. It will be interesting to see if both volume and value can live up to the high standards set during the second half of 2013.

NUMBER AND AGGREGATE VALUE (MIL USD) OF TMT DEALS GLOBALLY: 2006 - 2014 YTD (as at 28 February 2014) Deal half yearly value (Announced date) H1 2006 H2 2006 H1 2007 H2 2007 H1 2008 H2 2008 H1 2009 H2 2009 H1 2010 H2 2010 H1 2011 H2 2011 H1 2012 H2 2012 H1 2013 H2 2013 H1 2014 TD

Number of deals 6,622 6,847 7,550 6,986 6,672 5,738 6,232 7,079 7,040 7,024 7,813 7,958 8,527 8,704 8,346 9,502 2,692

Aggregate deal value (mil USD) 389,554 373,027 458,228 339,959 366,161 169,823 165,095 299,718 256,900 262,574 289,148 240,516 219,215 263,013 326,160 509,169 173,513

Acquisition International | March 2014 | 91

DEAL DIARY: Consumer Deals CHOPPIES CONSUMER

Standard Chartered said its private equity arm; Standard Chartered Private Equity (Mauritius) III Limited has taken a 13% stake in Choppies Enterprises. Choppies, the largest retailer in diamond-producing Botswana, operates more than 100 supermarkets and has operations in South Africa and Zimbabwe.

This is the latest private equity deal to target African consumers; although London-listed Standard Chartered did not disclose the acquisition price Choppies has a market value of $456m, according to Thomson Reuters data, which would make the stake worth nearly $60m.

Choppies’ CEO Ram Ottapathu said: “We are pleased to have SCPE as an investor in our company. Standard Chartered Bank has been a good financial partner to Choppies through the years. As we continue our profitable growth across Southern Africa, this major equity investment will further strengthen that productive relationship, bringing additional bandwidth to our Board, and better value to our stakeholders.”

Rizwan Desai at Collins Newman & Co acted as lead legal advisor on the deal, the largest IPO listing to date on the Botswana Stock Exchange. Mr Desai is widely regarded as first-tier and one of the leading corporate and transactional lawyers in Botswana who specialises in the firm’s practice relating to high end corporate and structured finance transactions.

TPG GROWTH ACQUISITION OF E.L.F. COSMETICS TPG Growth, the middle market and growth equity investment platform of TPG has acquired a majority stake in e.l.f. Cosmetics, one of the fastest growing cosmetics brands in the U.S. from Company founders and TSG Consumer Partners LLC, a leading strategic equity investor in high-growth brands.

Colin Welch

Colin Welch, President & COO and Vennette Ho, Managing Director led the team at Financo who represented e.l.f. Cosmetics and TSG Consumer Partners in the transaction. Financo had a longstanding relationship with the Company and the shareholders, having served as exclusive financial advisor to e.l.f. on TSG’s original minority investment in 2010.

Financo worked with management to identify a value-added partner that would assist the Company in continuing to build the business and accelerate an already impressive growth trajectory.

Vennette Ho

Jennifer Baxter Moser, Managing Director, TSG Consumer Partners commented: “TSG is thrilled with the outcome of our partnership with ELF Cosmetics. We appreciate the support and guidance Financo provided throughout the process, and we look forward to working with the Financo team again in the future.”

“Our team is proud of what we have built and are extremely excited to have a value-added partner like TPG Growth to help us scale the business,” said Joey Shamah, co-founder of e.l.f. Cosmetics.

STANDARD CHARTERED

Food Technology Noord-Oost Netherlands BV (FTNON) has been acquired by private equity firm Active Capital Company (ACC). Three members of the existing management team will manage the company together with ACC. In this way, after the departure of the former director and major shareholder, there remains sufficient experience in the home for a stable and successful future.

Marktlink advised Leo te Brake on the sale of Food Technology Noord-Oost Nederland (FTNON), a privately held food engineering and equipment manufacturer based in the Netherlands, to Active Capital Company (ACC). FTNON is a modern, technically and technologically well-equipped company. Operating worldwide.

With subsidiaries in Almelo (NL) and Salinas (USA), the company employs approx. 80 people.

Marktlink was founded in 1996 and has proudly earned a reputation as a leading independent M&A specialist for small and medium sized enterprises (SMEs) in the Netherlands.

Tom Beltman – Managing partner and Jan Dijkmans – Senior advisor led the team at Martlink. Mr Beltman commented: “The transaction process was executed within 8 months.

The biggest challenge during Tom Beltman the process was the enormous amount of potential buyers. More than 100 parties indicated there interest.” He continued: “While the Buyer is a hands on private equity firm, Active Capital, there are no operational synergies. Current management of FTNON and Active Capital agreed on a business plan for future growth.” t.beltman@marktlink.nl www.marktlink.com

www.financo.com

TAKES STAKE IN CHOPPIES DRV Corporate Finance

ACTIVE CAPITAL ACQUISITION OF FOOD TECHNOLOGY NOORD-OOST

TPG GROWTH ACQUISITION OF

E.L.F. Finance COSMETICS DRV Corporate

Legal Adviser to the Vendor

Financial Adviser to e.l.f. Cosmetics and TSG Consumer Partners

Legal Adviser to the Equity Provider

Legal Adviser for TPG Growth

ACTIVE CAPITAL ACQUISITION OF

TECHNOLOGY NOORD-OOST DRVFOOD Corporate Finance M&A Adviser FTNON

Legal Active

Adviser for e.l.f.

M&A adviser Active

Financial Due Diligence Provider & Tax Adviser

Legal Adviser for TSG Consumer Partners Legal FTNON

92 | Acquisition International | March 2014

DEAL DIARY:

POLARIS PRIVATE EQUITY ACQUISITION OF LOUIS POULSEN LIGHTING

COOP GRUPPE ACQUISITION OF RS VERTRIEBS AG

TRIXTER

Polaris Private Equity has signed an agreement to acquire Louis Poulsen Lighting, one of the world’s most significant suppliers of architectural lighting, and the company’s subsidiaries. Louis Poulsen manufactures and sells lighting fixtures – including the iconic “PH” lamps – to private consumers and professionals. The company’s current owner – Italian Targetti Sankey Group – acquired Louis Poulsen in 2007 from shareholders including Polaris, which had owned the company since 1999.

Swiss retailer Coop (CH) has expanded its online business by acquiring multi-channel household appliance retailer Nettoshop. Coop (CH) has also purchased Nettoshop’s parent group RS Vertriebs AG for an undisclosed price.

Pulse Fitness acquired Trixter with the aim of becoming the leading innovator of technologically advanced fitness equipment. The two brands worked together on Pulse’s new Android-based console technology platform.

“We are pleased that, in Polaris, we have a financially strong owner with extensive knowledge of our business and the ability to give Louis Poulsen the best conditions for focusing on continued development of the company and our unique products. We have created a stronger company in recent years through dedicated efforts to streamline production and improve the quality level – and with Polaris on board, we are now prepared to put growth on the agenda again,” said Søren Schøllhammer, Vice President at Louis Poulsen.

Alvaro Ortega, director, led the team at Merrill DataSite who were representing the sell side – Louis Poulsen Lighting.

Mr Ortega commented: “Our role in this deal was providAlvaro Ortega ing a virtual data room for due diligence.” He continued: “In this transaction, Merrill DataSite liaised with all key stakeholders, including the restructuring company, the teams of financial and legal advisors. The Merrill DataSite VDR provided all participants with unique added value functionality to maintain the highest security standards.”

Founded in 1955, RS Vertriebs AG is a leading Swiss retailer of household appliances such as washing machines and dryers and selected consumer electronics.

The Company operates under the two well-established brands, Schubiger and nettoSHOP. ch. Its success is largely based on its unique service offering, which includes the home delivery, assembly and repair of products.

RS Vertriebs AG operates a highly successful multi-channel concept, mainly consisting of three physical Schubiger stores and the fast growing online store nettoSHOP.ch.

Besides these sales channels addressing private customers, the Company also serves commercial customers such as property managers, real estate investors and general contractors through a dedicated sales team.

In 2012, the sole shareholder of RS Vertriebs AG decided to dispose of the Company in order to have more quality time with his family and to focus his professional attention on a second company in his possession, which is active in the area of kitchen planning and design. In anticipation of the transaction, the Company underwent a legal restructuring in early 2013.

Alvaro.Ortega@merrillcorp.com www.datasite.com POLARIS PRIVATE EQUITY ACQUISITION

OF LOUIS POULSEN DRV Corporate FinanceLIGHTING Virtual Data Room Provider

COOP GRUPPE ACQUISITION

OF RS VERTRIEBS DRV Corporate Finance AG

Legal Due Diligence & SPA Advisory

Chris Johnson, MD, Pulse Fitness said: “Trixter is renowned within the industry for its forward thinking with regards to technology, and we look forward to working with the team to bring our products to the forefront of interactive innovation.

We are already working on some really exciting products due for release in the next three to six months.”

Pulse Fitness has acquired Trixter’s intellectual property and commercial fitness manufacturing and distribution rights, with Trixter retaining the rights to its IP for retail products. Trixter will continue to operate independently under the Trixter brand within the Pulse group structure.

Trixter CEO Mick Rice will be joining the senior executive team at Pulse as director of operations, focussing on product development and innovation.

He said: “This partnership will enable Trixter to tap into the strong international distribution network that Pulse Fitness has established over the years.”

Dentons UKMEA LLPs Andrew Harris was legal adviser to Trixter throughout the transaction. Mr Harris is head of, and partner in the Milton Keynes corporate and commercial department having particular experience in transactional M&A, private equity, and funding work involving predominantly private companies, with some public.

Mr Harris said: “My time in industry with a fully listed public company group broadened my experience, teaching me valuable lessons in how to look at things from the client’s, and wider business perspective calling upon it where appropriate, during commercial contract work.”

TRIXTER

DRV Corporate Finance Legal Adviser to the Vendor

Commercial Due Diligence Provider

Debt Providers Financial Adviser to the Vendor Financial Due Diligence Advisory

Financial Due Diligence Provider Financial Adviser to the Vendor

Acquisition International | March 2014 | 93

CONSUMER

Consumer Deals

DEAL DIARY: Energy & Resources Deals CONTOURGLOBAL ACQUISITION OF HYDROELECTRIC POWER PLANTS ContourGlobal and the Government of Armenia announced that they have signed an agreement for ContourGlobal to purchase and modernize the Vorotan Hydro Cascade, a series of three hydroelectric power plants totaling 405 MW on the Vorotan River in southern Armenia, for a purchase price of $180 million USD. ENERGY & RESOURCES

The Vorotan Hydroelectric Power Plant Complex consists of three hydro power plants – Spandaryan (capacity of 76 megawatt), Shamb (171 megawatt) and Tatev (157.2 megawatt). The Vorotan HPP is one of the major hydro power plants in Armenia contributing 15% to the total electricity production in the country.

KPMG Armenia Advisory and Tax, in cooperation with KPMG Ukraine assisted Contour Global, a New York based international power-generation company, with the deal on the acquisition of the assets of Vorotan Hydroelectric Power Plant Complex.

KPMG provided Financial Due Diligence and Tax and Regulatory Overview Services to Contour Global, the first time that KPMG Armenia has worked with Contour Global. The work commenced in February 2013 and was successfully performed by the multi-disciplinary team from KPMG Armenia and Ukraine, working in close co-operation with the Contour Global deal team. Following the acquisition, KPMG Armenia have been confirmed as advisors on other aspects relating to the deal including post acquisition integration.

“The project was a challenging one as it involved many facets, from tax to regulatory compliance and, due to the strategic importance and location of the assets (in the far south of Armenia) there was also a great deal of public and political interest in the deal. The KPMG team highlighted several areas of focus to Contour Global which were key in the negotiation and finalizing of the deal.” acoxshall@kpmg.com | www.kpmg.com Property valuers for the deal were Rushton International.

CONTOURGLOBAL ACQUISITION OF

POWER PLANTS DRVHYDROELECTRIC Corporate Finance

AEG POWER SOLUTIONS GMBH AEG Power Solutions is a global provider of power electronic systems and solutions for industrial power supplies and renewable energy applications.

The power control modules activity sold represents annual revenues of €14m. Advanced Energy Industries acquired the power control modules business for €22m in cash plus a one year cash earn-out of up to €1m.

Dr. Georg-Peter Kränzlin, partner at FPS Partnerschaft von Rechtsanwälten mbB advised AEG Power Solutions on its asset sale of its power control modules business to Advanced Energy Industries, along with its longDr. G.P. Kränzlin term manufacturing agreement to produce the modules for Advanced Energy Industries at its principle factory in WarsteinBelecke, Germany.

The team supporting Dr. Kränzlin in his representation of AEG Power Solutions GmbH and AEG Power Solutions B.V. in this deal included; partners Ingrid Burghardt-Richter on antitrust matters, Tobias Törnig and Monika Birnbaum on employment with Dr. Sabine Otte, salary partner and Dr. Sebastian Weller regarding corporate matters.

Dr Kränzlin explains: “This deal provides our clients with the opportunity to concentrate on its core business; delivering high quality power systems and solutions for infrastructure, industrial and demanding commercial applications and advanced solutions for renewable energies.

It is an important step in the ongoing reorganisation of the AEG Power Solutions Group, whilst creating liquidity for them.” kraenzlin@fps-law.de AEG POWER SOLUTIONS GMBH

DRV Corporate Finance

AFRICINVEST COMPLETE BRORON OIL & GAS INVESTMENT AfricInvest Fund II LLC managed by AfricInvest Group has completed an investment in Broron Oil & Gas Limited, a Nigerian oil and gas offshore services company which provides offshore support services to International Oil Companies, Independent and indigenous upstream companies in Nigeria and the Gulf of Guinea.

Afolabi Olorode, Associate Director & Head, Financial Advisory at FBN Capital Limited led the transaction supported by Alex Osho, Vice President, Financial Advisory, both have extensive oil & gas advisory and financing (debt and equity) transaction experience involving private equity investments.

FBN Capital successfully conducted a complex negotiation process which involved several structuring complexities and valuation adjustment mechanisms.

Afolabi Olorode commented: “The primary challenge of this deal was that it was the first time Broron was raising equity financing from external investors and we had to closely manage the expectations of the company’s management and shareholders. In addition, we had to adopt creative strategies to bridge the valuation expectations.”

He continued: “The transaction enables Broron to adequately position itself to take advantage of unfolding opportunities in the offshore support services space. The financing enables them create additional debt room to raise debt financing for additional vessel acquisition while maintaining the right mix between owning and leasing vessels. The company plans to increase its fleet to 10 vessels in the medium term.” afolabi.olorode@fbncapital.com alex.osho@fbncapital.com AFRICINVEST COMPLETE BRORON

OIL & GAS INVESTMENT DRV Corporate Finance

Financial Due Diligence Provider

Legal Adviser

Property Valuer

Financial Adviser

Other Adviser

Financial Adviser to the Purchaser

94 | Acquisition International | March 2014

DEAL DIARY:

CARDINAL ENERGY GROUP INC ACQUIRE STROYBEL-BROYLES LEASE

UNIVERSAL COAL’S ACQUISITION OF NEW CLYDESDALE COLLIERY

YANCHANG PETROLEUM INTERNATIONAL ACQUISITION OF NOVUS ENERGY INC

Cardinal Energy Group, Inc. (OTCQB: CEGX) announced that it has signed a purchase and sale agreement to acquire the Stroybel-Broyles lease located in Eastland County, Texas from Hunting Dog Capital, LLC., of San Francisco, California. The prospect has 235 acres with 32 wells including 3 active wells and 2 injection wells. The active wells are producing 3 BOPD or 90 barrels per month.

Diversified South African-based resources group Exxaro Resources Limited (“Exxaro”) announced today that it has concluded a sale of assets agreement (“the Agreement”) relating to its New Clydesdale Colliery (“NCC”) with Main Street 1201 Proprietary Limited (“Main Street”) (to be renamed Universal Coal Development VIII Proprietary Limited), Universal Coal plc (“Universal Coal”) and Universal Coal and Energy Holdings SA Proprietary Limited (“Transaction”).

Novus Energy Inc. (TSXV: NVS) announce that the previously announced acquisition of the Company by Yanchang Petroleum International Limited (“Yanchang Petroleum International”) through its indirect wholly-owned subsidiary, Yanchang International (Canada) Limited, pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement”) has been completed. Pursuant to the Arrangement, Novus shareholders will receive C$1.18 in cash per common share of Novus.

Acting as Legal Advisor to the Purchaser were Maalouf Ashford & Talbot, an international law firm based in New York City with offices worldwide. Maalouf Ashford has John J Maalouf been named “Oil & Gas Law Firm of the Year” in the United States for the past five consecutive years as well as “Oil & Gas Law Firm of the Year” in the Kingdom of Saudi Arabia, Lebanon and Brazil for 2013. Whether structuring complex cross-border transactions, or representing clients in connection with domestic acquisitions, Maalouf Ashford’s expertise and cost effective approach makes it the firm of choice for multinational oil companies and regional exploration and production firms alike.

This acquisition adds to the Company’s existing acreage and oil production located in the Dawson-Conway lease, which consists of 41 wells and 618 acres, currently producing 43 BOPD. The new Stroybel-Broyles lease is located approximately 50 miles from Shackelford County, Texas.

Lead by Shabbir Norath, Head: Corporate Finance, the Nedbank Capital team comprised of Reginald Demana Principal: Corporate Finance, Lesedi Letwaba: Senior Associate: Corporate Finance and Khanyisani Nkosi: Associate: Corporate Finance. Nedbank Capital Corporate Finance (“NCF”) were representing Universal Coal Plc. (“Universal Coal” or the “Company”) which was the buyer of New Clydesdale Shabbir Norath Colliery from Exxaro.

NCF was faced with the typical challenges of transactions of this nature like bridging the gap between the buyer and seller’s expectations. Other challenges in the transaction included dealing with an asset that is being mothballed and therefore the speedy execution of the transaction was necessary. Universal Coal also had to demonstrate to Exxaro, one of the biggest coal mining companies in SA, the seriousness of the offer which was put forward and that a junior mining company has the necessary financial means to execute the transaction and therefore remove all execution risk in the transaction.

The acquisition of NCC marks a major step forward for Universal Coal to become a leading mid-tier coal producer, expediting development of their second operation immediately on the heels of commissioning their first operation, the 2.1 million tonnes per annum (“mtpa”) Kangala mine near Johannesburg. Universal Coal’s Roodekop deposit which contains an 84 million tonnes (“Mt”) coal resource, 82.9Mt of which is measured, and is awaiting only the granting of a water use license before development activities can commence. In combination with NCC’s established operation and infrastructure, the path forward to bringing their next mine on stream has certainly been fast tracked.

Mr. Hugh G. Ross, President and Chief Executive Officer of Novus, stated “The Novus team is excited about our future with Yanchang Petroleum International and I would like to personally extend my sincere thanks to our board members and staff for their dedication, hard work and contribution which has made the completion of the Arrangement possible”.

Cormark Securities Inc., as lead, and FirstEnergy Capital Corp. acted as financial advisors to Novus in the transaction. GMP Securities L.P. acted as special advisor to the Special Committee of the Novus board of directors, and Canaccord Genuity Corp. and Haywood Securities Inc. acted as strategic advisors to Novus. Blake, Cassels & Graydon LLP acted as legal counsel to Novus.

With the completion of the Arrangement, the common shares of Novus are expected to be de-listed from the TSX Venture Exchange in a few trading days.

www.capital.nedbank.co.za shabbirn@nedbankcapital.co.za

CARDINAL ENERGY GROUP INC

ACQUIRE STROYBEL-BROYLES LEASE DRV Corporate Finance

UNIVERSAL COAL’S ACQUISITION OF

NEW CLYDESDALE COLLIERY DRV Corporate Finance

Legal Adviser to the Purchaser

YANCHANG PETROLEUM INTERNATIONAL

NOVUS ENERGY INC DRVACQUISITION CorporateOFFinance Financial Adviser to the Vendor

Financial Adviser Legal Adviser to the Purchaser

Risk & Insurance Due Diligence Provider

Financial Adviser to the Purchaser

Acquisition International | March 2014 | 95

ENERGY & RESOURCES

Energy & Resources Deals

A Correspondent Firm of

All the expertise you need...

Delivering global solutions across all sectors...

To serve clients as ‘business partners’ India Street Plot 304/102, Dar Ceramica Building 6th Floor Office no 6B, Dar Es Salaam, Tanzania.

M: +255 785 020404 F: +255 736 604126

hhabib@habibadvisory.com

www.habibadvisory.com 96 | Acquisition International | March 2014

DEAL DIARY: Financial Services Deals GUARANTY TRUST BANK ACQUISITION OF FINA BANK GROUP

STONEGATE BANK ACQUISITION OF FLORIDA SHORES BANCORP

ANACAP FINANCIAL PARTNERS’ ACQUISITION OF LOANS FROM UNICREDIT

Guaranty Trust Bank plc (GTBank), a foremost African Banking Group has now concluded the acquisition of a 70% stake in Fina Bank Group, after securing the required regulatory approvals in the 3 East African countries – Kenya, Rwanda, Uganda as well as in Nigeria.

AEG Power Solutions, a global provider of power electronics systems and solutions for industrial power supplies and renewable energy applications, today announced that AEG Power Solutions GmbH, its German subsidiary, entered into a contract to divest their power control modules business to Advanced Energy Industries Germany, GmbH, Metzingen, Germany, a subsidiary of Advanced Energy Industries, Inc. (Advanced Energy Industries) Colorado, USA. Advanced Energy Industries is a global leader in reliable power conversion solutions used in thin-film plasma manufacturing processes and solar energy generation.

AnaCap Financial Partners, the specialist financial services buyout fund, has acquired a €700m portfolio of non-performing loans from Italy’s largest bank Unicredit.

KPMG represented the Buyer, Guaranty Trust Bank Plc. The team was led by Dapo Okubadejo – Head, Transactions & Restructuring (Financial Advisory), Nigeria and comprised Ernest CheruiDapo Okubadejo yot – Director, Transactions & Restructuring, KPMG Kenya and Kola Oni – Manager, Transactions & Restructuring (Financial Advisory), KPMG Nigeria.

Mr Okubadejo commented: “We provided transaction advisory services covering commercial, financial, tax, IT and HR due diligence services on the Target, as well as transaction structuring advice to recommend an optimal investment structure for the deal.” He continued: “Successful completion of the deal helped our client achieve its strategy of expanding into the East African market.” http://kpmg.com/ng/en/services/advisory/ pages/default.aspx GUARANTY TRUST BANK ACQUISITION

OF FINAFinance BANK GROUP DRV Corporate

Financial Due Diligence, Commercial Due Diligence & Systems Due Diligence Provider

Stonegate Bank were advised by CBIZ Meridian (CBIZ Insurance Services, Inc.) led by Greg Cryan, President – Southeast Region, CBIZ Meridian (CBIZ Insurance Services, Inc.), Chuck Joachim, Executive Vice President – Property & Casualty, Southeast Region, CBIZ Meridian (CBIZ Insurance Services, Inc.) and Chuck Stout, Executive Vice President – Benefits, Southeast Region, CBIZ Meridian (CBIZ Insurance Services, Inc.).

Mr Joachim commented: “we are privileged to be able to provide seamless coverage and professional advisory services throughout the acquisition process.” He continued: “The acquisition of Florida Shores Bancorp by Stonegate Bank provides additional responsibilities and insurance coverage protection for Stonegate Bank’s growing business model. CBIZ is privileged to be of professional service to Stonegate Bank, it’s board of directors and entire professional team.”

Mr Joachim concluded by saying: “Congratulations to Stonegate Bank and Florida Shores Bancorp for their successful merger…. Best wishes for continued growth and success from your teammates at CB IZ Meridian (CBIZ Insurance Services).” cjoachim@cbiz.com www.cbizmeridian.com STONEGATE BANK ACQUISITION

OF FLORIDA Finance SHORES BANCORP DRV Corporate

A number of other Italian banks are also seeking to sell risky loans built up during the two-year recession in Italy.

According to Italy’s banking association gross non-performing loans in the Italian banking sector totalled close to €150bn in November last year, a 22 per cent increase year-on-year.

Representing Unicredit Credit Magament Bank S.P.A. were PAVIA e ANSALDO led by Mario Di Giulio – Partner and assisted by Alessandro Accrocca – Counsel.

Mario Di Giulio

Alessandro Accrocca

Mr Di Giulio commented: “we advise UCCMB on a regular basis on this type of transactions.” He continued: “the portfolio assigned was made of several different portfolios previously transfered from different originators and among other things we helped the client to ensure the definition of common criterias for the assignment.”

On what benefits this deal would bring to UCCMB, Mr Giulio said: “sinergies with exisiting transactions with benefits on the bank’s balance sheet and its servicing activity.” www.pavia-ansaldo.com ANACAP FINANCIAL PARTNERS’

ACQUISITION OF LOANS FROM UNICREDIT DRV Corporate Finance

Insurance Advisors

Legal Adviser to the Vendor

Other Advisors Financial Adviser to the Purchaser

Legal Adviser to the Purchaser Legal Adviser to the Purchaser

Legal Adviser to the Vendor

Acquisition International | March 2014 | 97

FINANCIAL SERVICES

GTBank acquired a 70% stake in Fina Bank Group through a combination of capital injection as well as the acquisition of shares from its current shareholders for a total cash consideration of 8.6 billion Kenya Shillings. The acquisition brings together two highly successful organizations with expertise across all banking segments and a new entity in each Country called Guaranty Trust Bank Kenya, Guaranty Trust Bank Rwanda and Guaranty Trust Bank Uganda.

According to the Financial Times the loans relate to a 1000 credit positions within a 10-year old loan portfolio. The deal follows UniCredit’s sale of €900m of loans to Cerberus European Investments last year.

DEAL DIARY: Healthcare Deals MOBEUS INVESTMENT IN BOURN BIOSCIENCE LIMITED Mobeus is pleased to announce an investment to support the geographic expansion of Bourn Bioscience Limited, trading as Bourn Hall Clinic. An initial £3.5 million investment for a minority shareholding is supplemented by a commitment to invest significant follow-on finance.

Bourn Hall Clinic owns and operates the internationally renowned Bourn Hall, near Cambridge; the first IVF clinic in the world. The clinic was founded in 1980 by Robert Edwards and Patrick Steptoe, the IVF pioneers whose work led to the birth of the first testtube baby, Louise Brown, in 1978. Since its formation, Bourn Hall Clinic has been responsible for the birth of over 15,000 children.

Today the company comprises three full service IVF clinics in Cambridge, Colchester and Norwich, supported by a number of satellite units based in NHS hospitals and its own satellite unit in Wickford. Bourn Hall Clinic is the largest independent fertility services provider in the East of England, employing 120 staff and delivering over 2,500 IVF cycles per annum.

HEALTHCARE

The UK market for fertility services has grown significantly in recent years, driven by increasing acceptance and awareness of IVF procedures, favourable demographics and improved success rates. Bourn Hall Clinic is looking to continue expanding its geographic footprint, leveraging its strong and respected brand and reputation.

Adam Pang, director at Merrill DataSite who represented Bourn Bioscience Limited commented: “Merrill DataSite works closely with Life Science’s businesses and were delighted to be engaged with Bourn through this project to preAdam Pang pare and present their documentation for due diligence, helping secure the investment from Mobeus.”

ORTHORECON MicroPort Scientific Corporation and Wright Medical Group, Inc. entered into a definitive agreement on June 18, 2013 under which MicroPort Medical BV, a subsidiary of MicroPort Scientific Corporation, will acquire Wright’s OrthoRecon business. The purchase price is $290m and is payable in cash at closing, which is expected to occur by the end of the third quarter or during the fourth quarter of 2013.

Wright’s OrthoRecon business includes hip and knee implant products and generated global revenue of approximately $269m in 2012. According to industry research, the worldwide hip and knee reconstruction market was approximately $14bn in 2012. In addition, the China hip and knee implant market is estimated to be approximately $1.3bn by 2018 and is growing at approximately 17% per year.

Dr Zhaohua Chang, chairman and CEO of MicroPort said: “This acquisition will be a key milestone in the development of MicroPort’s orthopaedic business. Through continued organic growth, MicroPort is becoming a true global enterprise with bases in China, US, Europe and elsewhere in the world to serve a much larger patient populations.”

Mr Robert Palmisano, president and CEO of Wright Medical said: “We are pleased we have found an excellent strategic buyer in MicroPort, a company that is deeply committed to the success of the OrthoRecon business. We look forward to working with MicroPort to ensure a seamless transfer and the continued success of the OrthoRecon business as part of MicroPort.”

MicroPort Scientific Corporation were supported

by KPMG with tax advice from Brent Johnson and Mitchell Thweatt and Amar Kapadia led the financial due diligence provision supported by Andrew Getz and John Steele.

Adam.Pang@merrillcorp.com www.datasite.com

MOBEUS INVESTMENT IN

BOURN BIOSCIENCE DRV Corporate Finance LIMITED

ORTHORECON

DRV Corporate Finance

PRANARÔM AND HERBALGEM MERGER Pranarôm and HerbalGem have joined forces to establish the leading group specialising in natural therapies.

The two laboratories were pioneers in their respective fields of aromatherapy and gemmotherapy. For more than 20 years, Pranarôm and HerbalGem have invested to increase scientific knowledge about essential oils and concentrated bud macerates.

“Pranarôm and HerbalGem have both become leading brands recognised for the quality of their products, the professionalism of their training and a firm scientific foundation. Furthermore, we share the same philosophy and passion for natural therapies,” commented Dominique Baudoux, the Group’s chairman.

The Group will benefit from its own crops and harvesting sites for buds and medicinal plants in Belgium and Madagascar, its two specialist production laboratories in Ghislenghien and Vielsalm, its commercial subsidiaries in France, Belgium, Spain and Italy, an international network of distributors and, most importantly, the trust of millions of consumers worldwide who regularly use the Group’s products.

“This is a major step forward in the expansion of Pranarôm and HerbalGem. By combining our strengths, we are giving ourselves the means to match our ambitions, and intend to continue to develop and promote the powerful properties of essential oils and buds,” added Sergio Calandri, the Group’s CEO. With this merger, the Group is setting itself the task of promoting improved health for all through nature, and is planning to bring on board the best companies in the sector, particularly through acquisitions.

PRANARÔM AND HERBALGEM MERGER

DRV Corporate Finance

Financial Due Diligence Provider & Tax Adviser

Virtual Data Room Provider

Debt Providers

Virtual Data Room Provider

Legal Adviser to the Purchaser

Financial Adviser to the Purchaser

Legal Adviser to the management team

Risk & Insurance Due Diligence Provider

98 | Acquisition International | March 2014

Private Equity house and sponsor

DEAL DIARY: Healthcare Deals

Multi-brand recruitment giant Cordant Group has acquired medical, education and social work recruiter the Sugarman Group.

Sugarman becomes the seventh recruitment brand in Cordant’s stable. The buy is the first of several planned acquisitions by Cordant Group over the next couple of years, a company statement says, as the business expands further into new vertical markets.

Sugarman will continue to operate as normal under the leadership of Tim Wheeler, managing director of the Sugarman Group.

Phillip Ullmann, chief executive officer of Cordant Group, says: “Sugarman’s culture and people are a great match for the business and will add real strength to our operate offerings and growing success.”

As well as the addition of Sugarman, Cordant comprises recruitment brands Prime Time Recruitment, Premiere People, PMP Recruitment, Abacus Recruitment, Grosvenor Boston and Judy Fisher Associates, recruiting across a range of industries including industrial, warehousing and logistics, social care, sales, executive search, oil & gas, engineering and technical, and food and retail.

The acquisition comes following last summer’s appointment of former managing director of Adecco UK Steven Kirkpatrick, as CEO of Cordant Group’s recruitment business division, a role he actually took up on 27 Jan. The Sugarman Group were advised by corporate finance partner Matthew Martin of Penningtons Manches. Matthew said “We have acted for the Sugarman Group for a number of years and it was good to help the shareholders achieve their aim of selling the business at this time.”

TOTAL THERAPEUTIC MANAGEMENT Indegene, a leading global provider of clinical, commercial, and marketing solutions to global life science, pharmaceutical, and healthcare organizations today announced that it has acquired Atlanta-based quality improvement, outcomes research, and clinician engagement services company Total Therapeutic Management, Inc. (TTM) to expand its healthcare division service portfolio and market presence.

Founded in 1995, TTM provides solutions to several large healthcare organizations including the federal government in the areas of academic detailing, HEDIS/STAR improvement, outcomes research, and medical record retrieval/review.

Seyfarth Shaw LLP represented Indegene Healthcare in the acquisition of TTM, which specializes in medical chart retrieval, abstraction and clinician engagement for educational outreach. Suzanne L Suzanne Saxman Saxman, partner at Seyfarth Shaw LLP led the team, she explains: “We were able to assist our client in achieving a very tight timeframe, which allowed the transaction to close as of December 31, 2013.

“This acquisition further increases Indegene’s market presence as a global provider a leading provider of clinical, commercial and marketing solutions to global pharmaceutical healthcare organizations, while offering a broader range of services from Indegene’s healthcare portfolio.”

The company reported that TTM will continue to grow its business as Indegene TTM Inc. with the same leadership and organizational structure. Dr Nair summarized by saying: “TTM’s clients will continue to receive the same level of superior service and expertise and will additionally have the extended Indegene eco-system to rely on.”

WESTPOINT VETERINARY GROUP LTD August Equity LLP (August) is pleased to announce it has completed a new platform investment into Westpoint Veterinary Group (Westpoint).

Headquartered in West Sussex, Westpoint is the UK’s largest farm and production animal veterinary group providing a range of veterinary and support services to the UK livestock and food industries.

Founded in 2000, the business has grown from a single site in Warnham to a national network of 17 branches across the UK with a high-growth internet pharmacy, providing a range of support services including training, contract research, international consultancy and compliance/audit management.

Westpoint’s research-led approach improves the health, welfare and productivity of livestock through preventative health planning. The UK production animal veterinary market is highly fragmented and set for significant growth as the sector undergoes structural and regulatory change and continues to professionalise driven by the need for improved efficiencies and productivity.

August completed the off-market transaction having tracked the market and progress of Westpoint for a number of years. In partnership with the management team, August will expand the business through a combination of organic and acquisitive growth to create the UK’s leading livestock support services group.

Insurance advice and provision was dealt with by Shire Insurance director Keith Dickinson.

Shire Insurance has very strong links with Dickinsons Financial Management Ltd who are part owned by Mr Dickinson and provide veterinary practice finance, pensions, mortgages, income protection and investment advice. Additionally, Shire Leasing is a leading provider of short term funds to the veterinary profession.

http://www.penningtons.co.uk/people/k-o/matt-martin/ CORDANT GROUP ACQUIRES

SUGARMAN GROUP DRV Corporate Finance

TOTAL THERAPEUTIC MANAGEMENT

DRV Corporate Finance

IP Due Diligence Provider & Legal Adviser to the Purchaser

WESTPOINT VETERINARY GROUP LTD

DRV Corporate Finance

Insurance Provider

Legal Adviser to the Vendor

Financial Due Diligence Provider Financial Due Diligence

Financial Adviser to the Purchaser, Financial Due Diligence Provider, Tax Adviser & Commercial Due Diligence Provider Financial Adviser to the Purchaser

Exit Review

Acquisition International | March 2014 | 99

HEALTHCARE

CORDANT GROUP ACQUIRES SUGARMAN GROUP

DEAL DIARY: Industrial Deals ENDRESS+HAUSER ACQUISITION OF ANALYTIK JENA

SUZUKI GARPHYTTAN AB ACQUISITION OF KTS WIRE

MJM MARINE ACQUISITION OF MIVAN FACTORY AND ASSETS

Up to September 2013 Endress+Hauser acquired 47.33% of the shares in German-based Analytik Jena AG; a specialist in analytical measurement products and systems, listed on the Frankfurt Stock Exchange (prime standard). Accordingly, the Endress+Hauser Group had to prepare a mandatory offer to the company’s shareholders to acquire the remaining shares.

Endress+Hauser is headquartered in Switzerland and is a leading supplier of measuring instruments, and automation solutions for the industrial process engineering industry.

Endress+Hauser with more than 11,000 employees worldwide generated revenues in excess of 1,8 billion Euros in 2013.

On 17 January 2014 Suzuki Garphyttan bought all shares in KTS Wire in Leeds, England. KTS is a manufacturer of mainly flat and profile rolled wire. KTS’ product line is a great addition to Suzuki Garphyttan’s current products in the Special Wire Products segment.

The trade and assets of Mivan, the Antrim construction firm, have been sold to the MJM Group, based in Newry, County Down.

Endress+Hauser is expressly committed to the Jena location; already a leading provider of process instrumentation, with this acquisition the family-owned business aims to develop a presence in laboratory analysis, too. Analytik Jena is active in classical analytical instrumentation as well as in biotechnology and molecular diagnostics.

Board Advisors Deutschland GmbH was engaged by Endress+Hauser Group to assist and advise them regarding their public tender for Analytik Jena AG. The Board Advisors team was led by managing director Stefan Gaiser and Christoph Löslein.

Christoph Löslein

Mr Gaiser said: “A mandatory offer according to German Securities law is complex and needs to be dealt with utmost professionalism and under severe time pressure. In close collaboration and together with the legal advisers we were tasked to lead the project. The mandatory offer was issued in time and approved by the German Financial Authorities. It was well received by the Stefan Gaiser Analytik Jena shareholders and thus Endress+Hauser was able to secure a majority of more than 75% of all shares.

INDUSTRIAL

Endress+Hauser will be strengthening and extending Analytik Jena’s worldwide sales to the laboratory sector. Klaus Endress also sees promising potential applications for laboratory instrumentation technology in process instrumentation, and vice versa. “Looking ahead, we will be present with our instrumentation from laboratories, through pilot plants, to industrial production,” said the Group’s CEO. “Both companies stand to profit from this.” www.boardadvisors.eu

ENDRESS+HAUSER

OF ANALYTIK JENA DRV ACQUISITION Corporate Finance

Phil Woodward

Phil Woodward is Managing Director of Leumi ABL, the specialist asset based lending subsidiary of Bank Leumi (UK) plc. Leumi ABL was voted by Acquisition International readers to receive the Support Services Deal of the Year – UK award in 2013.

Leumi ABL offers a range of solutions to deliver a completely tailored funding package to clients.

Invoice discounting can be combined with stock lending, plant & machinery finance and long term overpayment facilities to provide additional funding. Furthermore, Leumi ABL can increase funding through the facilities of Bank Leumi (UK) plc, who provide trade finance, property finance and a commercial banking offering.

All of Leumi ABL’s deals are underpinned by a set of core values – the team spends time to build strong relationships and delivers high quality, client focused business funding solutions. Their reputation is based on a flexible, personal approach and ability to structure multi-facility deals.

Healthy prospects for the UK economy are translating into some interesting deals for Leumi ABL. In the case of the Suzuki Garphyttan AB acquisition of KTS Wire, Leumi ABL already had involvement with KTS pre-deal and were delighted to be involved post acquisition by Suzuki. The Leumi ABL team is looking forward to working with the business to achieve its new goals. pwoodward@leumiabl.co.uk www.leumiabl.co.uk SUZUKI GARPHYTTAN AB

ACQUISITION OF KTS WIRE DRV Corporate Finance Debt Providers

Mivan went into administration earlier this month and later closed with the loss of about 250 jobs when it could not be sold as a going concern.

However, MJM has now bought Mivan’s factory premises and related assets.

MJM will continue to trade under the Mivan name and will create between 40 and 50 jobs.

The Newry firm specialises in marine interiors and fitting-out cruise ships, which was also one of Mivan’s main businesses.

Tughans provided legal advice to MJM Marine on this deal. Their Head of Corporate John-George Willis commented: “Tughans has acted on behalf of Mivan for 25 years, and in recent times has undertaken work for MJM Marine.

John George Willis When Mivan was placed in administration, owing to very difficult trading conditions in the marketplaces in which they operated, Tughans were in a strong place to assist MJM Marine.

“When MJM Marine decided to acquire the Mivan factory and assets, the transaction had to be completed within days, to preserve the value of the assets being bought. Tughans appointed a team of 7 specialists to ensure the deal was successfully executed for MJM Marine within the tight timeframe.”

He continued: “Tughans were very pleased to be involved again with Mivan, a premier global brand - particularly in cruise ship interior fit-outs, and feel that MJM Marine is a suitable partner given its success in recent years in high quality ship interior outfitting, and we are delighted the transaction was successful.”

MJM MARINE ACQUISITION OF

MIVAN FACTORY AND ASSETS DRV Corporate Finance Legal Adviser to the Purchaser & IP Due Diligence Provider

Financial Adviser

Legal Adviser to the Purchaser

Financial Adviser to the Purchaser & Tax Adviser

Financial Adviser to the Vendor M&A Advisor to Endress+Hauser

Legal Adviser to the Vendor

100 | Acquisition International | March 2014

Tax Adviser

Financial Adviser to the Vendor

DEAL DIARY: Industrial Deals ARCAM AB ACQUISITION OF RAYMOR INDUSTRIES

RAE ENERGY ACQUISITION OF UT QUALITY

CBRE GROUP, INC. ACQUIRES VALTEQ

Arcam AB, listed on NASDAQ OMX Stockholm, Sweden (Ticker: ARCM) and market leader in EBM‐based 3D‐Printing technology, has acquired the AP&C division from Raymor Industries for a total of 35 million Canadian dollars in a combination of upfront and installment cash payments. AP&C is a global manufacturer of high quality metal powders.

UT Quality (UTQ) announced today that it has completed an agreement to sell 100% equity interest to RAE Energy. The transaction was completed on January 3rd, 2014. RAE Energy provides a unique opportunity to enhance the UTQ business through global scalability, strong industry knowledge and leadership, strategic financial investments, and the ability to capitalize on near-neighbour market opportunities.

CBRE Group, Inc. (NYSE:CBG) today announced that it has entered into a definitive agreement to acquire VALTEQ Gesellschaft mbH and its subsidiaries (“VALTEQ”). VALTEQ, which was founded by its current owners, Dr. Thomas Herr, Dr. Gabriele Lüft and Jürgen Scheins, is a leading technical real estate consulting firm in Germany.

David Reilly, Managing Director of Viant Capital LLC (“Viant”), led the Viant team on the AP&C acquisition as well as Arcam’s recent strategic transaction with DiSanto Technology, Inc. (“DTI”), representing both backward and forward vertical integration transactions, respectively.

Mr. Reilly commented: “Having worked with Arcam on evaluating key strategic initiatives for several years, we are pleased to have advised on these important transactions, both of which have such compelling strategic rationale. While the DTI David Reilly transaction was the culmination of an intensive search and evaluation of qualified potential partners against Arcam’s key strategic objectives, the AP&C transaction was likewise strategically important. Because AP&C has been an excellent, long standing vendor to Arcam, the deal negotiations and timeframe required careful handling as it was important to ensure that the two parties preserved their mutually important customer/vendor relationship, regardless of the outcome. With some creative structuring relating to deal terms and the cross-border (Swedish/Canadian) nature of the acquisition of a division, all of which needed to be harmonized, a positive transaction outcome was achieved.”

Adrian Met, Chairman of UTQ, stated: “We are looking forward to the future growth of UT Quality. RAE Energy’s global leadership and industry knowledge will drive new innovations and marketing to support the business. We will continue to deliver unsurpassed customer service and leading technology to our customers.”

Philip Bradney, Senior Partner at RAE Capital, stated: “We are excited to have UTQ become a part of the RAE Energy team. We believe that UTQ has built a leading brand in the Oil & Gas services industry through innovation and quality service.

We will continue to build on UTQ’s position in the market and its reputation for having the best technology and employees.”

The closing of this acquisition has positioned UTQ to strengthen its current position as a market leader and grow the business strategically.

UTQ, a privately held company, is a global leader in developing and applying innovative Nondestructive Testing services, specifically offering proprietary AUT inspection methods, such as UTScan. To learn more about UTQ, please visit www.utquality.com.

RAE Energy, a privately owned company, is a diversified industrial global company focused on the Oil & Gas industry. To learn more about RAE Energy, please visit www.rae.com

dreilly@viantgroup.com

ARCAM AB ACQUISITION OF

RAYMOR INDUSTRIES DRV Corporate Finance

RAE ENERGY ACQUISITION OF UT QUALITY

DRV Corporate Finance

Virtual Data Room Provider

Providing Financial & Tax Due Diligence was PwC led by Steve Roberts, Partner, PwC and Adam Conlon, Senior Manager. Mr Roberts commented: “PwC supported CBRE with buy-side financial and tax due diligence Steven Roberts of the VALTEQ group of companies. Whilst this was the first acquisition of CBRE in Germany, PwC has a long-standing relationship with the Corporation globally.”

He continued: “We supported our client in gaining a thorough understanding of the recently formed VALTEQ group of companies and assisted in preparing a solid data basis for our client to complete the transaction.”

Talking about the benefits the deal would bring CBRE, Mr Roberts siad: “Apart from synergies with the existing product portfolio, the deal provides CBRE with an additional client base and broader product portfolio offering into Germany as well as the DACH region in a market ongoing a consolidation.”

He finished by saying: “It was a pleasure supporting CBRE through this deal and working with their business development team. We are glad that our services helped CBRE make this initial acquisition and look forward to working with them again.”

CBRE GROUP, INC. ACQUIRES VALTEQ

DRV Corporate Finance

Financial & Tax Due Diligence Provider

M&A/Strategic Advisor to the Purchaser

Financial Adviser to the Purchaser Financial Due Diligence Provider & Tax Adviser

Financial Adviser to the Purchaser

Legal Adviser to the Vendor

Legal Adviser to the Purchaser

Acquisition International | March 2014 | 101

INDUSTRIAL

“With this acquisition Arcam secures access to the optimum production of high grade metal powders for our customers and we also add technology and expertise in powder metal production for 3D printing in general and other advanced applications,” says Magnus René, President and CEO of Arcam.

At Calavros & Partners Law Firm we utilize our profound knowledge to produce fine results and protect our clients’ interests.

We are a full-time law firm which serves both businesses, organizations and private clients in Greece and abroad.

With law offices in Athens, Thessaloniki and Corfu, Calavros & Partners Law Firm guarantees prompt and timely response to all your needs, meeting the ever changing and demanding conditions of today’s business world.

We promise and we provide excellent services Within the past thirty years, we, as Calavros & Partners Law Firm, have successfully represented clients under numerous cases of significant business interest, domestically and internationally.

Our outstanding performance has on its merits offered us ranking among the top law firms in Greece.

Athens E-mail: athens@calavros.gr

Contact Persons Mrs. Christina Calavrou Ass. Prof. Christian Filios

Thessaloniki

Contact Persons

E-mail: thessaloniki@calavros.gr

Mrs. Kalliopi K. Pasia

Corfu

Contact Persons

E-mail: corfu@calavros.gr

Mr. Panayiotis Kalodikis

www.calavros.gr

DEAL DIARY: Real Estate Deals COMMIF ACQUIRES PARTNERSHIPS VICTORIA IN SCHOOLS PROJECT

BYTEGRID Holdings LLC, a leading data center company focusing on the nationwide acquisition, development and operation of premier multi-tenant data center facilities, recently announced the acquisition of a 70,000 square foot, Tier III data center on 5.25 acres of land in Aurora, Illinois, approximately 30 miles west of downtown Chicago.

The AMP Capital Community Infrastructure Fund (CommIF) is to acquire a 100% interest in the Partnerships Victoria in Schools Project from the Royal Bank of Scotland. This project involves the operation and maintenance of 11 school facilities located in the Greater Melbourne area for the remaining 22-year term.

Under a sale and partial leaseback agreement, BYTEGRID acquired the facility from Continental Casualty Company, an affiliate of CNA Financial Corporation (“CNA”), the country’s eighth largest commercial insurance writer headquartered in Chicago.

BYTEGRID will immediately convert the facility into a multi-tenant data center and begin leasing approximately 25,000 square feet of enterpriseclass, Tier III data center space featuring 6 megawatts of power capacity available to serve enterprise, government and service providers seeking premier multi-tenant data center space in suburban Chicago.

Greg Gerber, Kevin McLennan and Scott Merz all of global commercial real estate services firm Studley represented Continental Casualty Company (CNA) to sell its 70,000 RSF data center at Meridian Business Park, Aurora, IL to Greg Gerber BYTEGRID Holdings. CNA, one of the country’s largest commercial insurance writers, will occupy part of the facility in a sale leaseback transaction.

By selling its building and leasing back a more efficient footprint, CNA will monetize its asset, increase flexibility and reduce annual expenses while maintaining or increasing the high level reliability that it requires for its critical data through BYTEGRID’s exceptional data center experience.

BYTEGRID ACQUISITION OF

CHICAGO FACILITY FROM CNA DRV Corporate Finance

AMP Capital Investors Limited called on PwC expertise and advice throughout the project with a team consisting of Andrew Cloke advising on financial due diligence, backed up by Chris McLean on tax structuring and due diligence, Andrew Cloke with Ian Bennett working on deal modelling.

McLean said: “We have an experienced team who are together able to provide a broad range of specialist services with advice tailored to our clients’ needs. This allows us to provide market leadChris McLean ing deal solutions to our clients in the infrastructure industry.”

He added: “We have deep longstanding relationship with the AMP and they are a high priority client of ours.”

The asset was financed before the global financial crisis. The complexities were mainly associated with the financing structure. PwC’s services involved providing the existing financiers an exit from the project in a manner that preserved value for AMP while minimising consent requirements from stakeholders, such as the government.

Ian Bennett

The Public Private Partnership (PPP) acquisition of the Victorian schools by CommIF complements the existing social infrastructure assets held by CommIF in Australia and New Zealand. The investment provides further geographical diversification following acquisitions of similar PPP projects in South Australia and South East Queensland over the past 18 months.

COMMIF ACQUIRES PARTNERSHIPS

IN SCHOOLS DRV VICTORIA Corporate Finance PROJECT

Financial Due Diligence Provider & Tax Adviser

NREP’S SUPER SIX TRANSACTIONS During November and December NREP’s Nordic Retail Fund 2 took over more than 41,000sqm of retail assets located in Copenhagen and Aarhus spread across six individual transactions.

The largest of the above-mentioned transactions was acquired from DADES and includes the acquisition of the shopping malls Holte Midtpunkt and Frihedens Butikscenter. With these two centers, NREP will take over more than 50 commercial leases primarily within the retail segment, of which the largest are Coop and Dagrofa.

“The recently completed investments fit perfectly with our focused strategy of acquiring well-located retail assets that are relevant to the customers’ daily shopping needs,” says Rasmus Nørgaard, NREP’s CIO. Concurrently, NREP has acquired the Veri Center in Aarhus from housing organisation AAB. The well-maintained local shopping center is anchored around grocery retailers Kvickly and Netto. The Veri Center presents expansion opportunities, which NREP plans to utilise during the coming years.

Kvickly, H&M and Matas have just opened their doors to customers at the newly constructed Taastrup Torv, located at Taastrup station, which NREP will take over. They will also take over three single Fakta shops, which are well-located in Copenhagen, Odense and Kolding.

With NREP expecting to make further acquisitions in 2014, head of transactions Rune Højby Kock said: “We are pleased to announce our acquisitions through which we have assembled a strong portfolio of necessity driven retail properties primarily located around the two largest cities in the country. We plan to continue the investment activities in this segment during 2014 and look forward to working with the assets we have just acquired.”

NREP’S SUPER SIX TRANSACTIONS

DRV Corporate Finance

Virtual Data Room Provider

Tax Adviser

Advisers

Debt Providers, Financial Adviser to the Purchaser, Financial Adviser to the Equity Provider & Debt Advisory to the Equity Provider

Legal Adviser to the Purchaser & Legal Adviser to the Equity Provider

Virtual Data Room Provider

Vendor Due Diligence Provider

Acquisition International | March 2014 | 103

REAL ESTATE

BYTEGRID ACQUISITION OF CHICAGO FACILITY FROM CNA

DEAL DIARY: Support Services Deals BISNODE ACQUISITION OF DEBITOR REGISTRET

ACTUATE CORPORATION’S ACQUISITION OF LEGODO AG

Bisnode has acquired Debitor Registret, one of the two largest players in credit information and credit assessment of consumers in Denmark. Through the acquisition, Bisnode will be the first business information company in the Nordic region to offer a comprehensive range of credit information services for both B2B and B2C.

Actuate Corporation (NASDAQ: BIRT), The BIRT Company™ and the leader in personalized analytics and insights, today announced the acquisition of legodo ag. Based in Karlsruhe, Germany, legodo develops software for easy and rapid generation of personalized customer correspondence via any communication channel, including mobile touch devices. legodo is one of the first to allow organizations to tap the information embedded in their existing ERP, CRM, and other applications to create personalized customer communications. More than 40,000 users have realized the benefits of legodo, in prominent companies like Deutsche Bahn (Germany’s national rail transportation system), Deutsche Telekom, GEHE Pharmahandel, Lufthansa, Swisscom, Telenor, and Telefonica. Legodo products will significantly expand the Accessible Customer Communications Management solution offered by Actuate’s Content Services Group (formerly Xenos).

Debitor Registret (DBR) was started in 2004 by its current CEO Birger Baylund. The company is one of two players with a total offering of credit information services for B2C in the Danish market. DBR’s CEO Birger Baylund will take over as head of Bisnode’s Danish operations, and will also be a member of the Nordic management team following the acquisition. Hans Benn, who heads these operations at present, will remain in the organisation in a new senior management role.

DBR’s operations will be immediately integrated with Bisnode Denmark. DBR has 11 employees in Denmark and has annual sales of approximately DKK 25 million.

“The acquisition of Debitor Registret will give Bisnode a stronger position in the Danish market, where we already have existing operations with good organic growth. We are also Björn-Erik Karlsson seeing a growing demand from customers who have a need for a full range of credit information for the Nordic market. The acquisition of Debitor Registret will give us new opportunities to meet this,” says Björn-Erik Karlsson, Bisnodes Regional Director Nordic.

The acquisition will be carried out immediately and is expected to have a positive impact on earnings during 2014.

BISNODE ACQUISITION OF

DEBITOR REGISTRET DRV Corporate Finance

Susanna Fuchsbrunner, Partner, led the team at Luther Rechtsanwaltsgesellschaft mbH. Based in Karlsruhe, Germany, legodo develops software for easy and rapid generation of personalS. Fuchsbrunner ized customer correspondence via any communication channel, including mobile touch devices. legodo is one of the first to allow organizations to tap the information embedded in their existing ERP, CRM, and other applications to create personalized customer communications.

More than 40,000 users have realized the benefits of legodo, in prominent companies like Deutsche Bahn (Germany’s national rail transportation system), Deutsche Telekom, GEHE Pharmahandel, Lufthansa, Swisscom, Telenor, and Telefonica.

Legodo products will significantly expand the Accessible Customer Communications Management solution offered by Actuate’s Content Services Group (formerly Xenos).

ACTUATE CORPORATION’S

ACQUISITION OF LEGODO AG DRV Corporate Finance Legal Adviser to the Vendor & Tax Adviser to the Vendor

BLACKBOARD ACQUIRES MYEDU Blackboard Inc. today announced the acquisition of MyEdu, a provider of a popular technology platform that helps college students create an academic roadmap tailored to their academic and career goals and build their first “professional profile” to connect to jobs and internship opportunities.

District Capital Partners served as the exclusive financial advisor to MyEdu, providing critical expertise in the following areas: overall process coordination, tactical planning and advice, valuation perspectives and insight, negotiation, due diligence facilitation, coordination across MyEdu Board of Directors and Management Team, as well as other strategic advisory services.

Matthew P. Lynch, Founder & Managing Partner, District Capital Partners led the team, he commented: “The key challenge was aligning multiple interested parties on a single track, given Matthew P. Lynch varying degrees of familiarity with the company/vertical, differing internal processes with each potential acquiror, as well as MyEdu’s overall timing objectives. District Capital Partners was able to address this challenge given our unique insight into each potential acquiror, as well as our familiarity with the Education Technology vertical, which aided in bringing non-traditional buyers up to speed. Seamless coordination across all parties also enabled us to hit each deadline as initially set out for the sale process.”

He finished by saying: “The combination with Blackboard provides MyEdu with a stronger channel for its superior student profile and advancement products.” mlynch@districtcapitalpartners.com www.districtcapitalpartners.com BLACKBOARD ACQUIRES MYEDU

DRV Corporate Finance

Financial Adviser to the Vendor

Virtual Data Room Provider

SUPPORT SERVICES

Virtual Data Room Provider

Financial Adviser to the Vendor

Legal Adviser to the Purchaser Legal Adviser to the Purchaser Legal Adviser to the Purchaser

104 | Acquisition International | March 2014

DEAL DIARY: Support Services Deals NVM EXITS FROM ALARIC SYSTEMS A syndicate of venture capital investors led by NVM Private Equity (NVM) has made a successful exit from Alaric Systems. London-based Alaric has been acquired by a subsidiary of US based NCR Corporation, in an $84M deal.

Mike Alford, MD of Alaric Systems, comments: “NVM has been a major support over the years providing both finance and commercial input, and Tim Levett has been our chairman for Mike Alford the last five years. Finance from NVM and Foresight has helped to ensure we have got to the stage where things are really booming. NVM’s faith in our vision back in 2000 is paying off now.”

Tim Levett, NVM Private Equity, comments: “Alaric has been a rewarding investment in every sense. Over the long period of our investment, we have always believed in the concept of innovative card authorisation and fraud detection systems, and it is a credit to the team that they have taken their products through to becoming technical market leaders in the payments market. Technical excellence has been the key, and Mike has built a world leading team to deliver this. We have enjoyed the journey.”

NVM are among the leading investors in UK SMEs and were advised by Larry DeAngelo, who runs the Technology and Services Merger and Acquisition team at SunTrust Robinson Humphrey Inc. (STRH), a leading full-service corporate and investment bank. STRH is dedicated to helping grow clients companies through a comprehensive range of strategic advisory, capital raising, risk management, financing and investment solutions. They also offer a complete array of sales, trading and research services in both fixed income and equity.

NVM EXITS FROM ALARIC SYSTEMS

DRV Corporate Finance

TUV RHEINLAND ACQUISITION OF NIFE INDIA TÜV Rheinland has acquired the Indian company NIFE (NIFE Sole Proprietorship). NIFE is a major provider of vocational education, a strongly growing market in India. NIFE is currently already present in seven Indian states and 70 cities. iCounsel acted as the exclusive counsel for the seller, and was involved during the legal due diligence, transaction structuring, negotiation, documentation and closing phases.

Krishnan Murali, Lead Consultant, iCounsel led the team with three other lawyers, he commented: “we faced several challenges, however the terms of the transaction remain undisclosed.

NIFE is one of the prominent players in the vocational training space in InKrishnan Murali dia and boasts of a 400+ headcount, the transfer of employees alone posed its own set of challenges and required much consideration from a legal viewpoint during the due diligence, deal structuring and documentation phases.” Mr. M V Thomas of NIFE remarks, “We relied extensively on iCounsel’s M&A expertise in wading through the several hurdles presented by the transaction”.

Commenting on the benefits of this deal for NIFE Mr Murali said: “expansion into unchartered territories – both in terms of geographies and business verticals, capital inflow, greater manpower and expertise… This transaction has resulted in a vertical integration.” iCounsel banks on the experience of N A Muralidharan, a senior litigating lawyer in India who has been in active practice for nearly 50 years, Krishnan Murali and Parul Sabharwal, both of whom co-chair the M&A/PE practices of the firm from the Bangalore and New Dew Delhi offices of the firm respectively. iCounsel has most recently represented the promoters of Stove Kraft in a Series B funding from Sequoia Capital, DB Corp, Mumbai on several of their acquisitions in the print media space and Meson AB, Sweden on their exit from a JV company in India. krishnan.murali@iCounsel.in www.iCounsel.in

TUV RHEINLAND ACQUISITION OF NIFE INDIA

DRV Corporate Finance

HGCAPITAL INVESTMENT IN ZENITH HgCapital and Zenith announced today that funds managed by HgCapital have signed definitive agreements to acquire a majority stake holding in the parent company of Zenith Vehicle Contracts Group Limited from Morgan Stanley Global Private Equity (MSPE), subject to regulatory approvals.

The highly regarded contract hire and leasing company was recently ranked 12th in the FN50’s list of the UK’s top 50 contract hire companies, with a risk fleet of 27,300 vehicles. It is the current Leasing Company of the Year and is one of the top 100 companies to work for in the UK. Tim Buchan Chief Executive Officer commented “We thank MSPE for their contribution and are pleased to welcome HgCapital as our new partner.

We look forward to working together on our long term strategy of continued investment in product and system developments”.

HgCapital’s Andrew Land said “We are delighted to be investing in Zenith and to be supporting its high calibre management team. We look forward to working closely with them to continue their growth and success”.

Zenith’s Chairman Andrew Cope will be stepping down from his post, but will remain an investor in the new group. The Zenith Board continues to be led by Tim Buchan and Mark Phillips alongside the existing management team plus the addition of HgCapital’s Andrew Land, Nick Turner and Simon Cottle.

HgCapital’s financial and M&A advisors on the deal were Deloitte Corporate Finance and Sciowa.

Neither the contents of HgCapital’s nor Zenith’s websites nor the contents of any website accessible from hyperlinks on the websites (or any other website) is incorporated into, or forms part of, this announcement.

HGCAPITAL INVESTMENT IN ZENITH

DRV Corporate Finance

Financial Adviser to the Equity Provider

Legal adviser to NVM

Legal Adviser

Financial Adviser to the management team

Legal adviser to NCR

Legal Adviser to the management team

Acquisition International | March 2014 | 105

SUPPORT SERVICES

Corporate finance adviser to NVM

DEAL DIARY: TMT Deals ADQUOTA ACQUISITION OF MOBITARGETS One of Europe’s leading premium mobile advertising platforms, adQuota, expands south by acquiring a leading Spanish mobile ad-network, MobiTargets.

“We have ambitious internationalization plans and wish to consolidate the European market for mobile premium advertising. With strong and scalable back office facilities we are geared for growth, and we are therefore very pleased to acquire MobiTargets in Spain.

“MobiTargets has been a part of the Spanish mobile advertising market for years, and they have a engaged and experienced team. It will be a welcome addition to the adQuota team.”, states Michael Buch Sandager, CEO of adQuota.

“The European mobile advertising market has shown strong traction the past years, and the Spanish market is showing strong growth. It is expected to double from 2013 to 2014 and 444% from 2013 to 2016.

“However, we believe it is vital for us to be part of a bigger and stronger setup, with access not just to technology, and ready for RTB and also to utilize certain shared facilities. In addition we see that more and more campaigns are handled for larger territories, and by becoming part of adQuota we get access to pan-european campaigns,” says MobiTargets CEO and Founder, Javier Sanchez, who will continue in adQuota as Country Manager.

Providing advise was 1961 Abogados Y Economistas, a member of PRIMERUS, International Society of Law Firms.

Carlos Jimenez, partner of the firm and the director of the corporate department led the team at 1961 with help from Cristina adell (lawyer and partner of the corporate department) and Jorge Valls (associate lawyer of the corporate department). cjb@1961bcn.com www.1961bcn.com

MONITISE ACQUISITION OF POZITRON Monitise plc (LSE: MONI.L) (“Monitise”, the “Company” or the “Group”) announces the acquisition of Pozitron Yazilim A.S., a privately-owned mobile technology company based in Turkey, delivering mobile banking, payments and commerce solutions to businesses in its home market, the Middle East and internationally.

“This acquisition of Pozitron further reinforces our leading position as a global technology enabler at the heart of the Mobile Money ecosystem,” said Monitise Group Chief Executive Alastair Lukies. “It comes at a time when we are seeing increasing demand for interoperable Mobile Money services as payments become more digital by the day, not only in Turkey, Europe and the Middle East but also around the world.”

Merrill DataSite represented Pozitron providing virtual data room due diligence.

Merlin Piscitelli, director Merrill DataSite commented: “Merrill DataSite were led to the transMerlin Piscitelli action through a referral from the acquirer, Monitise, who strongly suggested Pozitron use our professional VDR system to facilitate due diligence.

Both parties wanted a quick process, so there was no disruption to the business – everyone was extremely happy with the speed of upload and features that facilitated this collaborative process.”

Merlin.Piscitelli@merrillcorp.com www.datasite.com

PEI MEDIA GROUP’S ACQUISITION OF REAL ESTATE PUBLISHING Real Estate Capital has been acquired by international publisher PEI Media.

Real Estate Capital is joining PEI’s portfolio of print and digital publications that includes PERE, the title dedicated to international private real estate markets.

Jane Roberts will continue to be editor of Real Estate Capital with Alex Catalano acting as consultant editor. The existing team will be joined by more journalists in the coming months and coverage will be expanded to more markets and through upgrading the title’s website.

PEI’s editorial director, Philip Borel, said: “Real estate financing has continued to evolve since the global financial crisis and the appetite for authoritative coverage of the deals, the firms and the trends shaping these market globally is now greater than ever. The idea of having such a highly-respected team join us at a time when the real estate finance markets are gathering momentum was very exciting. It’s a very good fit”.

David Hawkins, PEI co-founder, said Real Estate Capital was “a powerful brand.. We feel that the global real estate markets are entering a significant new phase and to have Real Estate Capital become part of our proposition is compelling”.

Helen Curtis

Helen Curtis, company /commercial solicitor, led the team at Gannons who were representing Real Estate Publishing Limited, she commented: “This was essentially an acqui-hire, where the employees of Real Estate Publishing were hired by PEI as part of the deal.

“The deal will create opportunities for investment and expansion for my client.” www.gannons.co.uk

ADQUOTA ACQUISITION OF MOBITARGETS

DRV Corporate Finance

Legal Adviser to the Purchaser & IP Due Diligence Provider

MONITISE ACQUISITION OF POZITRON

DRV Corporate Finance

PEI MEDIA GROUP’S ACQUISITION

OF REAL ESTATE PUBLISHING DRV Corporate Finance

Virtual Data Room Provider

Financial Adviser to the Vendor Advisers Tax Adviser

Financial Adviser to the Vendor TMT

Virtual Data Room Provider

Acquisition International | March 2014 | 107

Ranked among the leaders in various areas of practice, Ocampo & Manalo is a full service law firm, which prides itself in understanding the legal needs and market issues in the Philippines and abroad.

Our dynamic team of lawyers and full legal staff share a common zeal for excellence and dedicated service.

Our firm’s practice is built on strengths acquired through formal training and experience, bringing together a highly motivated team of lawyers, each of whom embody varying areas of expertise. Our combined local and international experience, coupled with our wide network of relationships, enables the firm to offer its clients far-reaching capabilities and a unique and valuable approach to legal and business problems.

Collectively, our partners, associates and non-legal team maintain a single-minded commitment to delivering personalized quality service to all our clients, with the goal of building long-term relationships based on trust and confidence.

6/F Pacific Star Building Makati Ave. cor. Sen. Gil Puyat Ave. Makati City 1227, Philippines Telephones +(632) 751-7799, +(632) 751-8899 Facsimile: +(632) 751-4000

Email: info@omlawphil.com

www.omlawphil.com

playHARD Acquisition International’s monthly lifestyle section

Ynyshir Hall Powys, Wales

The Montagu Arms Hotel The New Forest

Looking for a Snow Fix Treble Cone, Wanaka NZ

Treble Cone, Wanaka NZ

Hotel Review

playHARD

Yn - Pow yshir Hall ys, Wa les Ynyshir Hall is a delightful country house hotel in an idyllic setting. The grounds of this charming hotel are simply beautiful, the gardens contain many rare varieties of exotic and native trees and shrubs and make the perfect setting for this stunning hotel.

The history Parts of the hall date back to the 15th century, with the first recorded owner in the late 17th century, namely David Lloyd whose son John Lloyd was responsible for the building of the nearby Eglwysfach church.

Queen Victoria herself later acquired and refurbished the hall having fallen in love with the abundance of birds on the estate, Queen Victoria was also responsible for planting many of the trees in the garden. Work on the gardens continued until 1928 when Ynyshir Hall was sold to William Hubert Mappin of jewellers Mappin and Webb. On his death in 1966, 1,000 acres of the estate were sold to the RSPB to establish the bird reserve that which still remains today.

Our visit Upon arrival we were greeted by the friendly and helpful team.

We were escorted to our room to relax with tea and coffee bought right to our door. Our room was elegantly decorated with traditional, classical furniture providing the perfect setting for our relaxing weekend. Our room had stunning views across the gardens and provided very peaceful and tranquil surroundings for our short break. That evening we took a walk through the hotel grounds lapping up the views as we went. The hotel is so peaceful with only the sound of bird song breaking the silence.

That evening we dined in the hotels award winning restaurant.

With the elegant surroundings, attentive staff and simply fabulous food we had a truly enjoyable evening. The crisp white linen, silver cutlery and crystal glassware set the scene for this memorable dining experience. Artist Rob Reen’s dramatic paintings adorn the walls whilst we were also able to feast our eyes on the stunning views of the Cambrian Mountains.

We indulged in Gareth Ward’s 8 course taster menu which certainly did not disappoint. Each course was truly a delight, a new experience and exciting new flavours with every bite. The ingredients are sourced and produced locally, much of the fruit and vegetables coming from the hotel’s kitchen garden. We complemented the taster menu with the accompanying wine which complemented each dish perfectly. We finished the evening with a coffee and then departed to our room after a romantic and relaxing evening.

We were sad to depart the hotel shortly after the rather tasty breakfast.

Joan and Rob Reen ensured that our stay was perfect from start to finish.

The level of service was above and beyond, the dedicated team were so attentive & the charming hotel and beautiful surrounding made this stay truly a magical experience. We will be sure to visit again and again. www.ynyshirhall.co.uk 0044 (0) 1654 781209

Hotel Review

playHARD

The Montagu Arms Hotel is located in the beautiful village of Beaulieu in the New Forest National Park. The indigenous ponies and donkeys were freely roaming the village streets as we arrived! The Hotel dates back to 1742 and this is reflected in the welcoming atmosphere inside. Every effort has been made to maintain the feeling of its history, with open fires, oak panelling and comfy sofas throughout. There are plenty of small intimate rooms where you can sit and enjoy afternoon tea or a glass of champagne. The staff are very attentive and immediately put you at your ease with their friendly chat. They are rightly proud of their hotel and will happily talk about its history, the ethos of the hotel with its kitchen garden and advise you on local sights and favourite walks.

The quality décor continued in the bedroom with antique furniture, a huge bed and a very spacious bathroom with large bath and separate shower. We also had the benefit of a separate sitting room. As with all top quality hotels the attention to detail was complete. We had tea making facilities together with a proper coffee machine, a bowl of fruit, chocolates and a bottle of The Montagu Hotel water. A large flat screen TV, radio and more comfy settees meant that we really didn’t want to go anywhere else. An iron and ironing board were in the wardrobe which is always good to have after unpacking, especially if you are eating dinner in the restaurant.

We had the tasting menu in The Terrace Restaurant and this was superb. The restaurant has a Michelin Star and 3 AA Rosettes. The menu is created by Head Chef Matthew Tomkinson, the winner of the coveted Roux Scholarship in 2005. In 2009, Matthew won a Michelin star for the restaurant, just six months after taking over the kitchen. His philosophy is to create fresh, beautifully cooked simple food and the menu focuses on seasonal ingredients sourced from carefully selected local suppliers. The Montagu Arm’s also has its own Kitchen garden.

The restaurant manager, Pierre Mosser also has a Roux pedigree having been trained at the 3 Michelin Star restaurant, The Waterside Inn, Bray. Indeed given the history of the Waterside Inn and the staff association, you know that when you are dining here, you are in safe hands. Pierre has real charm and was the perfect host.

All the seven courses on the tasting menu were excellent, beautifully cooked but the real star was the ‘Spiced Diver Caught Scottish Scallops with Cauliflower Puree, Apple Coriander and Cumin Veloute’, which unusually for a fine dining restaurant created inter table mutual compliments. My only disappointment was that this was not available on the breakfast menu! A really nice touch was when the cheese course was offered, my husband, who had previously mentioned he does not like cheese was served an alternative course. Throughout, the service was attentive but never intrusive. After such a memorable meal it was a real treat to go upstairs to our room for a peaceful night’s sleep.

If you fancy something less formal, the Hotel also has Monty’s Inn where you can have traditional English home cooked traditional dishes but in my opinion it would be a crime to miss the food in The Terrace.

The following morning we had complementary tea brought to our room along with a newspaper before heading down for a leisurely breakfast.

Breakfast was also freshly cooked to order with plenty of choice and with waiter service. The Montagu Arms also have their own chickens, so you know that the eggs are as fresh.

We visited on a cold wet February day and were not able to see the grounds and gardens at their best but I would imagine that this place would also be glorious on a warm summer evening.

The Montagu Arms Hotel offers the complete package. The location, the accommodation and the food all complement each other to leave you relaxed and feeling that you have experience something really special.

01590 612324 www.montaguarmshotel.co.uk

Hotel Review

playHARD

Treble Cone, Wanaka NZ

Treble Cone, Wanaka NZ

South g n i k o Lo ix now F S a r fo

With the late start to the European winter providing fewer days to stretch out ones snow legs, the idea of extending the season with a visit to a snow pack southern hemisphere country like New Zealand becomes something serious to ponder.

New Zealand has a long history with snow sports, offering some of the best alpine conditions in the Southern Hemisphere. For international visitors, the ski areas of the Southern Alps (Queenstown & Wanaka) are the most visited with Treble Cone being the largest and longest. Treble Cone had an impressive season in 2013, maintaining a 3 meter plus base on the higher slopes for much of the winter.

Treble Cone, Wanaka NZ is the only ski resort in the Southern Hemisphere offering popular European ski improvement programme ‘Sofa Ski School’. The programme run by Klaus Mair, author of the bestselling ski instructional DVD “Sofa Ski School – from Blue to Black Diamond” and his team of internationally picked ski coaches, provides a high intensity ski technique camp to small groups of intermediate to expert skiers. The programme offers a social blend of on and off snow activities, that leave guests both better equipped to master the most difficult slopes as well as self-diagnose and correct future technique challenges.

Sofa Ski School run 6 x 5 day programmes throughout July and August 2014. For more information visit www.treblecone.com/sofa-ski-school To get an idea of what to expect have a look at “Sofa Ski School – From Blue to Powder“ the brand new instructional ski DVD from Klaus Mair, which was filmed at Treble Cone / NZ. Now available on www.sofaskischool.com

Treble Cone, Wanaka NZ

Dedicated professional 24/7 deal coordinators at your service.

Global provider of Virtual Data Room services.

Data Rooms set up in minutes.

Virtual Data Room Secure, efficient, simple, fast 24/7 professional support No hidden fees First month free of charge for Acquisition International Readers www.ethosdata.com twitter@EthosData

contact@ethosdata.com + 44 20 7099 2152

London|Madrid|Dubai|Mumbai|Hong Kong|Beijing|New York