John W Ffooks & Co - Strategy | Investment | Law > Africa

Banking, Finance & Financial Markets

At John W Ffooks & Co, we divide our Finance Practice into two parts – Transactional and Regulatory.

Our transactional side advises on corporate finance, bank lending, secured lending and project finance deals. We have considerable experience in advising on term sheets, commenting on loan agreements from a local law perspective, advising on the taking and giving of security (as well as realising the same), drafting local law loan and security agreements and other supporting documentation, as well as papering all the local elements of an international finance transaction.

Our regulatory side advises on the procedures for establishing financial institutions in the region, issuing new financial products, advising on the regulatory aspects of financial-based M&A transactions, commenting on close-out and netting provisions in ISDA and other similar documentation, advising on bankruptcy risk and procedure as well as issues of sovereign immunity.

A selection of our experience is set out below. We would be delighted to discuss how our experience could any matter or transaction, on a no-names basis.

US$2.2bn Project Finance

We advised on the local law aspects of the Ambatovy Nickel-Cobalt mining project in Madagascar, including giving security over the project assets (including over 100 parcels of land). We drafted all the mortgages for the project and worked with Lenders’ Counsel to execute and register these to the satisfaction of the Lenders Consortium. We continue to provide ongoing advice to the client.

US$85m Revolving Credit Facility

Acting for an oil and gas company operating in Madagascar, we advised on their US$85m short term revolving credit facility. Issues involved primacy of security, flexibility under lender-imposed covenants and registration in multiple jurisdictions.

Banking Regulation - Major International Bank – 14 Countries

We have assisted a major international bank in determining its in-country rules for opening bank accounts and offering financial services across Francophone Africa. This involved a review of the regulatory environment, legislation and industry rules, as well as speaking to industry players in- country to determine established practice. We provided advice which was easy to use by the commercial teams concerned, backed up by legal opinion for in-house counsel.

Banking Opinion – Major US Financial Institution

We were asked to provide an opinion to this major US finance house on taking and exercising security in the CAR, as well as how to deal with any funds which were realised. We reviewed procedure, costs and timescale as well as a risk-assessment on chances of successful recovery.

Credit Card Issuance - Major International Charge Card

We advised this major card issuer on the rollout of its new card product in the CAR and Madagascar. We reviewed rules and regulations in both jurisdictions, as well as interpreting the internal procedure of the client and checking it for compliance with domestic legislation in both countries.

Close Out/Netting & Sovereign Immunity Opinion – Major Merchant Bank

Acting for this major “Bulge Bracket” bank we advised on ISDA based transactions in Ivory Coast and Senegal. We reviewed in detail the procedure for closing out financial positions and setting off debts both in the event of commercial default and insolvent default. We also reviewed our answers to deal with the situation where the counterparty was a sovereign entity, or an agent or department of a sovereign government.

DBSA - $18m Secured Debt Financing

Advising the Development Bank of Southern Africa (DBSA) on its US$18m financing of an eel farm in South East Madagascar. We reviewed all the documentation relating to the borrower as well as its assets, drafted the security package over the assets and the shares, issued an opinion to the satisfaction of the Bank's board and registered the security.

Banking Regulation

We advised a leading international bank on the rules and regulations surrounding establishing a bank in Madagascar, obtaining a banking licence and conducting banking business (including both loans and deposit taking). We also reviewed the role of the Central Bank and that of the various Ministries concerned.

Banking Regulation – 5 jurisdictions

We advised a leading international bank on regulatory aspects of retail banking across the Francophone region, including banking licences, lending and deposit taking. We are also reviewing the legality of aspects of their internet banking products in various jurisdictions.

€20m Vendor Financing

Acting for the Credit Division of a leading European telcoms manufacturer, we advised on its vendor financing of and approx €20m installation and expansion in the telecommunications sector. We advised on enforceability of covenants, warranties and default provisions, implementing and enforcing security and in relation to Malagasy law generally. We drafted the security documentation and finalised security arrangements to the satisfaction of the client, as well as issuing a closing opinion.