Out of AfricaA story of growth

Magenta Horizons Event 20164 February 2016

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Welcome

Thank you for being with us this evening at our 6th annual Magenta Horizons event where we bring together a panel of experts to discuss a specialist topic. Previously, we explored opportunities and discussed challenges in BRICs, in the Middle East, in China, Fintech and Financial Regulation. Tonight we will draw on the expertise of the Partners of our extended Linklaters Africa network and explore the remarkable growth potential and breadth of investment opportunities opening up in Africa. They will share their insight and understanding of the African continent’s rapidly changing economic landscape.

For more than 40 years the Linklaters Africa Group has been advising clients on investment and risk management strategies across the African continent. Our comprehensive knowledge and our integrated network of specialists in this area deliver unrivalled insight. Along with our legal and linguistic skills, we bring exceptional local knowledge that offers a route, directly or indirectly, into this fast growing continent.

Welcome to our naturally different vision for Africa.

Freddy Brausch,

Managing Partner Linklaters LLP Luxembourg

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Global outlookGideon MooreFirmwide Managing Partner Linklaters LLP

Gideon is Linklaters’ newly elected Firmwide Managing Partner, taking up the role in January 2016. In this role, he chairs the firm’s Executive Committee and is a member of its Partnership Board. Previously global head of the firm’s banking practice and co-head of its leveraged finance practice, he is one of the

market’s foremost experts in acquisition finance and corporate lending.

As Firmwide Managing Partner of a leading global law firm, Gideon’s focus is on empowering his colleagues to provide clients with best in class legal advice and a consistently outstanding client experience. Amongst Gideon’s areas of specific interest are efficiency, innovation and how best to create a diverse and inclusive working environment.

A former barrister, Gideon joined DLA as a partner in London from Clifford Chance, later joining Linklaters as a partner in 1999. Gideon is a solicitor of the Senior Courts of England and Wales and holds LLM and LLB degrees from the University of

London.

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Freddy BrauschManaging Partner Linklaters LLP Luxembourg

Freddy is the Managing Partner of Linklaters LLP in Luxembourg and has been a partner in the Investment Management Group since 1988. As a senior industry figure, Freddy is regularly sought after for advice and opinions about the evolution of the fund industry sector in Luxembourg. He represents

several prime investment banks and asset managers, on all aspects of their investment management business including the structuring of traditional, as well as alternative investment fund products. He is also involved in the servicing side of asset management, advising global custodians, administrators and securities settlement houses.

Freddy is a member of several advisory bodies to the Luxembourg government like the Regulator of the financial sector (CSSF). Moreover, the Board of Directors of the Association of the Luxembourg Fund Industry (ALFI), has recently appointed Freddy, as Vice-Chairman focusing on National Affairs, he now thus forms part of the ALFI’s Executive Committee.

He is also a permanent member of the “Haut Comité de la Place financière”, a think tank set up by the Luxembourg Ministry of Finance. Freddy is a regular speaker at national and international funds conferences and industry road-shows in Europe, the US and Asia.

Freddy is a member of the Luxembourg Bar.

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Out of Africa: A story of growth

The African continent is a dynamic, but disparate, mix of established and emerging markets. And, while regional integration continues to grow, clear market opportunities create a vibrant economic environment. This evening we examine the macro trends and the key growth drivers across Africa. Ambitious new infrastructure projects, an increasingly sophisticated fintech sector and easier access to credit and financial markets are likely to create significant investment opportunities.

We explore the unique economic and geopolitical characteristics of individual markets, assessing their real potential for growth. As each country continues to embrace new technologies and grow their services, products and exports we provide strategic insight into the diversity of investment prospects available.

Patrick GeortayPartner, Capital Markets and Banking

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Panel discussion

Patrick GeortayPartner Capital Markets and Banking Linklaters LLP Luxembourg Panel moderator

Patrick has been a partner at Linklaters’ Luxembourg office since 2001. He served as National Managing Partner between 2007 and 2010 and currently heads the capital markets and banking group. He is also in charge of the overall co-ordination of the

office’s Real Estate offering.

Patrick specialises in banking matters (credit and taking of security), restructuring and insolvency, structured finance (including tax-based and fund-linked products) and asset finance/securitisation. He is, furthermore, widely recognised for his expertise in financial regulatory issues.

Patrick sits on several industry committees in the financial sector.

He has recognised expertise on the most recent and expected upcoming market opportunities and challenges. He shares his insights at conferences and seminars and is also a regular writer of articles in periodicals.

Patrick is a member of the Luxembourg and Brussels Bar.

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Andrew JonesPartner Head of the Africa Group Linklaters LLP London

Andrew has been a Partner in Linklaters’ Projects

Group since 2003 and is Head of the firm’s Africa

Group. He regularly advises on developments,

acquisitions and financings of project assets in the

infrastructure/PPP, energy and natural resources and

mining/metals sectors where he acts for sponsors/borrowers, banks, Export Credit

Agencies and Governments. Andrew speaks fluent French, Spanish and German.

Andrew has worked in Africa for over 20 years and in over 30 countries.

Highlights of Andrew’s relevant experience includes advising:

• the South African Government on its 5000 MW renewable energy IPP

programme and on its base load coal IPP program

• AfDB, ECIC, IFC and JBIC on the US$5bn Nacala Rail and Port project,

Mozambique and Malawi

• the lenders on the US$800m financing of the 2100 MW Cahora Bassa

hydro project, Mozambique

• the lenders as to multisourced ECA project financing of a cement plant in

Lobito, Angola

• the lenders on the multisourced Bujagali and Buseruka hydro IPP financings

in Uganda

• the sponsors on the multisourced expansion financing of the Azito III power

station in Côte d’Ivoire

• Seven Energy on its credit and political risk mitigation strategy in Nigeria

and on the Accugas IV financing

• BNDES on the financing of the Nacala airport, Mozambique

• Mozal on its multisourced project financed smelter

• the sponsors on the development and financing of a greenfield port in Ghana

• the ECA financings for the Tunisiana telecoms network, Tunisia, the Kwale

Mineral Sands projects in Kenya and the Sadiola Hill gold mine, Mali

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About our Africa group

Our Africa offering has for a long time been unique, in that we are the only

international firm which can cover all of the main legal and linguistic systems in Africa

– Anglophone, Francophone (led by our Paris office) and Lusophone (i.e. Portuguese-

speaking through our Lisbon office). This hub of expertise is complemented by our

experts in key sources of investment such as China, Korea, Japan, the U.S., the Middle

East as well as across Europe.

In 2013, we enhanced our Africa practice through our alliance with Webber

Wentzel, the top law firm in South Africa, giving us not only South African law coverage

of Africa’s most sophisticated economy but also a footprint on the continent. Together,

we can offer clients our best international practice and sector expertise combined with

Webber Wentzel’s full service offices in Johannesburg and Cape Town. We have also

close relationships with a number of the top firms on the continent.

This matrix allows us to serve our clients in all the main sources of

investment, by combining local coverage and specialist sector knowledge with specific

legal and country expertise across Africa.

Proven track record

In the most recent research carried out by Chambers Global, we were again ranked in the top tier of legal advisers in Africa. We have experience in almost every African country.

Tier 1: Africa-wideLegal 500 EMEA 2015

Band 1: Projects and Energy across AfricaBand 1: Mining and Minerals across AfricaBand 1: Commercial/Corporate across AfricaChambers Global 2010-2015, Africa

Over

350qualified lawyerswith Africa experience

Supported on

18pro bono projects inAfrica in the last two years

Over

200live matters in Africa

Experience in

50AfricanJurisdictions

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Paul LignièresPartner Co-Head of Francophone Africa Practice Linklaters Paris

Paul heads the Public Law / Regulatory Practice in Paris and co-heads our Francophone Africa Practice. His practice focuses on corporate transactions in regulated sectors and in PPPs (both in Africa and in Civil Law countries). He has over 20

years of experience, including extensive experience in a wide variety of projects in government-related areas, privatisations and liberalisation of regulated sectors. He is referenced in Chambers Europe in Public Law (Band 1) and as a leading individual in the Administrative and Public Law section of Legal 500.

He has previously worked as a project manager in the Africa division of the World Bank in Washington DC where he has acted as adviser to governments on privatisation and post-privatisation projects in over 10 African countries: privatisation of railways in Cameroon (World Bank President’s Award for Excellence), telecommunications in Senegal, Niger and Gabon, studies on the infrastructure in Morocco, project financing (namely the Chad-Cameroon pipeline) and “second generation” projects integrating legal and institutional reforms (governance/corruption, regional integration, regulatory agencies, modernisation of law and jurisdictions).

Paul’s recent experience in Francophone Africa includes advising a sponsor on its joint venture with a State owned Enterprise for a agro-industrial PPP/concession project in Gabon, a major airport operator on a concession for the operation of the new Blaise Diagne Airport in Senegal and a local public entity (MASEN, Moroccan Agency for Solar Energy) for the structuring and pre-qualification phase of a 500MW solar IPP in Ouarzazate, Morocco, including the amendment of the law on renewable energy.

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Linklaters Paris, a hub for Francophone Africa

Our Paris team is a central component of our Africa practice, which also includes experts from our offices in London and Lisbon. We recognise that the most effective way of doing business in Africa involves achieving the correct balance of sector/transaction expertise, legal understanding and linguistic ability. A particular strength of our Paris team is its ability to optimise efficiencies across Francophone civil law jurisdictions.

Our community legal systems expertise across Francophone Africa

Our Paris office’s ability to assist on transactions in Francophone Africa is greatly enhanced by its ability to leverage off its experience in OHADA Treaty countries. This Treaty provides a uniform system of business law, directly applicable in now 19 African countries, and has in part brought the laws of these countries into line with current or recently amended French laws, in particular with respect to corporate law, security interests, insolvency and arbitration.

Our experience also covers other community systems, such as UEMOA/WAEMU and CEMAC/ECCAS that apply in West Africa and Central Africa respectively and cover matters such as foreign exchange and certain economic sector regulations. A common Code on Insurance, known as the CIMA code, is also of use in a number of instances. Where these common systems do not apply, our general civil law expertise enables us to rapidly get to grips with local law issues.

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Annabel ParryPartner Corporate M&A Webber Wentzel Johannesburg (Linklaters alliance firm)

Annabel was admitted as an attorney in 2001 after completing her articles at Moss-Morris Inc and graduating from the University of the Witwatersrand in 1998 with a Bachelor of Arts and Bachelor of Law degree.

She joined Webber Wentzel in June 2003 and she has been a partner in the Corporate Practice since 2007.

Annabel specialises in all aspects of public and private mergers and acquisitions (both cross-border and domestic). She also has expertise in joint ventures, corporate restructurings and general corporate and commercial law.

Her recent transactional experience includes acting for:

• Al Noors Hospitals Group plc (together with Linklaters London) in relation to its acquisition of all of the issued shares in Mediclinic International Limited, which transaction is a reverse takeover of Al Noor by Mediclinic valued at approximately R30 billion, 2015

• Gutsche Family Investments (Pty) Ltd (GFI), which holds an 80% equity interest in Coca-Cola Sabco (Pty) Ltd, on a multi-billion USD transaction between The Coca-Cola Company, SABMiller plc and GFI, 2014

• Distribution and Warehousing Network Ltd in relation to the acquisition by Grohe AG of a 51% indirect interest in Cobra, Isca, Libra and Vaal for ZAR 880 million, 2014.

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Our alliance with Webber Wentzel

Webber Wentzel, South Africa’s premier full-service law firm, complements our existing, market-leading Africa practice. Together we can provide our clients with a unique advantage through the firms’ combined experience, knowhow and international and on-the-ground resources in South Africa.

Together, we work closely to provide our clients with:

• access to Africa experts with English, French, Portuguese and South African

law qualifications, as well as lawyers qualified in various African jurisdictions

• a seamless and significantly enhanced service, including access to a finely

calibrated team of international and local lawyers that have unparalleled

experience of doing deals across the African continent

• joint experience extending to regional initiatives such as the Organisation

for the Harmonisation of Business Law in Africa (OHADA), the Common

Market for Eastern and Southern Africa (COMESA) and an understanding

of the cultures, local languages and legal systems in Africa

• our combined experience in Africa covers M&A, projects, finance, capital

markets, antitrust, tax, litigation and arbitration (including anti-bribery and

corruption), employment, mining law, health and safety, and environmental

issues

• key legal capabilities with in-depth sector-specific expertise, including

mining, energy, oil and gas, financial institutions, private equity and

telecoms

• experience with helping our clients to accomplish their business objectives

and to develop risk mitigation strategies

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Pedro Siza VieiraNational Managing Partner Head of Lusophone Africa Practice Linklaters Lisbon

Pedro is the National Managing Partner in Portugal and a member of Linklaters’ Africa Desk. Pedro has worked in a number of energy and infrastructure transactions in Lusophone Africa.

Pedro’s experience includes advising:

• The Lenders on the financing of the 2100MW Cahora Bassa Power Plant

in Mozambique

• The Lenders in the financing of a shopping centre in Luanda, Angola

• The Lenders in the international financing of a cement plant in Luanda, Angola

• The sponsors on the development and financing of a cement plant in Lobito,

Angola

• On the Baynes – Kunene hydro power project in Angola;

• Currently advising on developments and acquisitions in Angola and

Mozambique.

In addition to his African experience, Pedro has over 20 years experience in

project finance and mainstream banking and restructurings.

He teaches at Católica University Law School in Lisbon and is the President of

the Portuguese Arbitration Association. He speaks fluent English, French and Spanish.

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Linklaters Lisbon, a hub for Lusophone Africa

Linklaters is the only international law firm to have established a presence

in Lisbon and, therefore, we can provide our clients with an exclusive advantage in

Lusophone Africa. Our Lisbon office is a central component of our work on the continent.

We are uniquely placed to provide specialist knowledge of Portuguese-based

legal systems in Africa – specifically, Mozambique, Angola, Cape Verde, São Tomé and

Príncipe and Guiné-Bissau – and our lawyers are able to conduct business in the local

language and have strong relationships with several local firms in such jurisdictions.

Additionally, our Lisbon team’s ability to assist on transactions in Lusophone

Africa is greatly enhanced by our firm wide sector expertise and our experience with

complex legal issues that exist in both established and developing African economies.

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Our Africa practice

Linklaters has had a practice focusing on the African continent for over 40 years. Over that period we have worked on numerous landmark transactions in almost every African country. We support clients in achieving their Africa-focused strategies, using our expertise across industry sectors and legal systems to help them pursue opportunities and manage risk in their business.

A commitment to the region

To be successful in Africa, you have to maintain a long-term commitment to the region. We have had an Africa practice for over 40 years and have worked on numerous landmark transactions throughout the whole of the continent.

Our Africa practice includes experts from our offices and practice in London, Paris, Lisbon, Dubai, across Asia (China, India, Japan, Korea and Singapore), the Americas (U.S. and Brazil) and Europe. By drawing on specialists in our different offices, we can achieve the right blend of expertise for advising on deals in countries with English, French and Portuguese legal and linguistic traditions. When allied with our sector specialisms and our leading global corporate and financing practices, this expertise provides our clients with the tools they need to achieve their transactions on the continent.

Additionally, we have built up excellent working relationships with governments, funders, project sponsors and other institutions across Africa, as well as with leading local law firms in each jurisdiction; ensuring that we have both credibility on the continent and the ability to adapt to unique local requirements.

Our collaborative alliance with Webber Wentzel, the lending full-service South African law firm, both complements and strengthens our existing pan-African offering, enabling us to provide clients with a unique combination of international and local experience, knowhow and resource in South Africa.

We recognise that each transaction gives rise to specific demands and challenges, and that the most effective way of doing business in Africa involves achieving the correct balance of sector/transaction expertise, legal understanding and linguistic ability.

A wider commitment

We are committed to community investment in Africa and are involved in pro bono projects across the continent, with a particular focus on health, international development initiatives, human rights, anti-corruption and the rule of law.

The way we see our pro bono work is no different from our client engagements. We create value through the application of the same skills and high standards in our pro bono work. For us, corporate responsibility is about living our values for our people, our clients and the community.

Select recent projects include:

• through the U.S. not-for-profit organisation Lawyers without Borders,

Linklaters helped to produce and publish a digest of the case law of Liberia,

from the 1800s onwards. Over 170 Linklaters lawyers across eight different

offices volunteered on this project. These digests were distributed to judges

in cities and rural areas of Liberia. This work is helping to support the rule

of law by minimising the potential for inconsistent judicial decisions

• our competition and antitrust department has provided pro bono assistance

to help strengthen the competition law regime in Namibia. Through the

International Institute of Advanced Studies, our lawyers worked with civil

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servants and government officials in Namibia, aiming to build their capacity

to administer and enforce competition

• AgDevCo is a not-for-profit agricultural development company operating

in sub-Saharan Africa, which aims to reduce rural poverty and create

employment opportunities. Our energy and infrastructure team has provided

AgDevCo with pro bono advice on its loan and non-compete agreements

• Linklaters produced the report, “Accounting to the Girl”, at no cost for the

Campaign for Female Education (“Camfed”) to analyse its unique approach

to governance, which puts the child at the centre of its work. Camfed is an

organisation which believes that delivering girls’ education and the empowerment

of young women is the route to lasting change in sub-Saharan Africa

• Nearly 4,000 hours were spent on the project, involving a team of more than

20 people from the firm’s New York and London offices. The team visited

schools in remote areas and government ministries in Zimbabwe, Zambia

and Malawi to interview girls, parents, teachers, government officials and

village leaders to see how Camfed’s model works in practice. Additionally,

Linklaters has given £200,000 to enable 433 girls across sub-Saharan Africa

to receive their full four years of secondary school education, through Camfed

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Our Africa experienceA selection of recent transactions

Banking

• the curator and his team (from PwC) in relation to the curatorship (the

relevant form of resolution process for a distressed bank in South Africa)

of African Bank Limited, the first curatorship since 2002 and the second

curatorship ever under the South African Banks Act 1990

• the lenders to Aiteo Eastern E & P Company Limited on the financing of

the US$1.7bn acquisition of interests in oil mining lease 29 (OML 29)

from Shell Petroleum Development Company of Nigeria Limited, Total E&P

Nigeria Limited and Nigerian Agip Oil Company Limited

• BP on the non-recourse pre-export financing of US$4.75bn of its operations

in Angola

• the GAVI Fund on the international finance facility for immunisation

• China Development Bank Corporation on a US$2bn term loan facility in

favour of Sonangol Finance Limited, Angola

Capital markets

• the underwriters and a global coordinator on the £1.2bn IPO of SEPLAT

Petroleum Development Company Plc, with concurrent London and Lagos

listings. This was the largest oil and gas IPO on the London Stock Exchange

since 2006, the first Nigerian company to be admitted to London’s main

board, the first London-Lagos dual listing and also the first London-Africa

dual listing from the sub-Saharan region

• joint lead managers and joint book runners on the US$1bn debut sovereign

bond issue by the Federal Democratic Republic of Ethiopia

• the managers on the US$2bn 5.875% notes due 2019 and 6.875% notes

due 2024 issued by the Republic of Kenya, the largest debut bond issuance

by an African sovereign issuer

• Steinhoff, South Africa’s largest furniture and household goods company

operating in Europe and SA, on its ZAR 18.2bn rights issue for up to 350

million ordinary shares

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Corporate

• SABMiller on the £71bn recommended acquisition of SABMiller plc by

Anheuser-Busch InBev SA/NV

• Al Noor Hospitals Group plc on its £6.82bn proposed combination with

Mediclinic International Limited, a South Africa-based international private

hospital group, via a share for share exchange under a SA scheme of

arrangement

• JCDecaux and Royal Bafokeng Holdings on the share purchase agreement

of Continental Outdoor Media, the leader in outdoor advertising in Africa

and markets 35,000 advertising faces in 14 African countries

• Absa on the US$2.1bn combination of the majority of Barclays’ African

operations with Absa Group in line with their “One Bank in Africa” strategy;

and previously Absa on its £2.9bn sale of a 60% stake to Barclays

• Glencore on its acquisition of an additional 20% indirect equity interest in

Mutanda and subsequent US$3bn merger of Mutanda and Kansuki mining

projects in the Democratic Republic of Congo

• Steinhoff International Holdings Limited, a South Africa based retail group,

on its US$5.7bn acquisition of a controlling interest in Pepkor, South

Africa’s largest retailer

Infrastructure and Energy

• the lenders on the ca US$5bn Nacala Corridor project, a 900km rail and

port project in Malawi and Mozambique being developed by Vale to transport

coal from its mines to overseas markets

• Eni and the Area 4 partners on the US$30bn Mozambique LNG project

which will be the biggest ever LNG project undertaken

• the South African Government on South Africa’s 5000MW Renewable

IPP Programme (hydro, solar, wind, biomass, biofuel), assisting with the

transaction design, documentation and tender review, and lenders to over

30 renewable energy projects under the scheme

• the lenders (comprising international and Moroccan lenders and JBIC, NEXI

and the Islamic Development Bank) on the US$2.38bn financing of the

1,320MW Safi power project in Morocco, the largest current global financing

for power project

• the sponsors on the expansion financing by IFC and other ECAs/multilaterals

(as well as MIGA political risk insurance) of the Azito gas-fired power station,

Cote D’Ivoire

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Your law firm in Luxembourg

Local strength

Linklaters in Luxembourg benefits from local practices built up over decades, combined with the strength and advantages of a global firm. With 10 partners, three of counsel, 8 counsel and some 70 associates, we deliver high-quality, top-of-the-market, client focused legal advice in the areas of:

Capital markets and bankingadvising on complex banking transactions and products, innovative capital

markets and structured finance deals and products, as well as routinely handling complex multi-jurisdiction regulatory issues and assisting sponsors in capital markets transactions.

Corporate M&AOur Corporate/M&A group specialises in the full range of corporate and M&A

work, particularly active in private equity and involved in the market’s most significant IPO transactions.

Investment ManagementA pioneer and leader in asset management with the breadth and depth to

deal with a wide range of fund structures investing in all types of asset classes, using complex investment strategies.

TaxOur Tax group, advising on cross-border and transactional tax matters: M&A,

joint ventures, private equity and investment funds, capital raisings, structured finance, real estate. The team further deals with all aspects of international tax planning using Luxembourg holding and financing vehicles.

LitigationOur team of experts offers a first-class dispute resolution service, in particular

in relation to:

• banking and financial regulation;• high-stakes shareholder disputes and corporate litigation;• bankruptcy, insolvency and restructuring;• international arbitration;• injunctive reliefs and international enforcement issues;• fraud and white collar crime.

EmploymentOur employment specialists help our clients anticipate and implement changes

before they impact on their business. The team provides leading advice across all aspects of employment law.

IP/TMTOur IP/TMT experts advise on outsourcing, offshoring and insourcing

projects, innovative e-commerce and e-payment solutions, intellectual property (IP) law, providing pragmatic solutions on copyright, trademark and patent issues, data protection compliance (notably for large banks, investment vehicles, technology and telecommunications companies, including advice on trans-border data transfers), due diligence on technology and telecommunications companies (in particular in the context of international M&A transactions and joint ventures), regulatory compliance in the TMT sector and complex TMT related litigation.

Real EstateOur clients can rely on a cross-practice Real Estate team of lawyers specialised

in financing, corporate, Real Estate law, construction, letting, permissions, licensing and litigation, as well as Real Estate funds specialists, who work in a fully integrated approach on our downstream and upstream Real Estate matters, including on a cross-border basis.

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Our global industry sectors

Automotive, Banks, Chemicals, Consumer, Energy & Utilities, , Healthcare, Industrials, Infrastructure & Transport Insurance, Investment Managers, Mining, Private Equity & Sovereign Wealth Funds, Real Estate & Leisure, Retail, Telecommunications, Media and Technology (TMT)

Actively shaping the future

Our experts take an active role in all relevant committees, trade associations and government bodies. We actively participate in shaping the future of asset management regulations which gives us an insight and understanding of existing and future legal developments.

In this context, our partners and most senior lawyers are also regular speakers at important industry events initiated and coordinated by the relevant governmental organisations and trade associations, aiming at introducing and managing significant changes to the legal and business framework of Luxembourg.

Representative cases

• Alcentra Limited on the launch of several new loan funds within the Alcentra

Fund S.C.A. SICAV SIF platform and of stand-alone securitisation vehicles;

• Ardian, Crédit Agricole Assurances and VINCI Concession on the acquisition

of 100% of VINCI Park’s share capital. We were also involved in the

syndication process;

• Baring Private Equity Asia on the acquisition of a majority stake in Hong Kong-

based Vistra Group from European private equity firm IK Investment Partners;

• BlackRock on the establishment of twin master feeder structures addressing

regional regulatory requirements to enable an efficient operation of the

structures developing real estate value-added strategies across the Asia

Pacific region and Europe;

• CBRE on the setting up of its European Shopping Center Fund II, a private

real estate investment fund for professional investors targeting shopping

center investments across Europe;

• Credit Suisse International in relation to a number of repackaged notes

issued under a Secured Note Programme by a regulated Luxembourg

securitisation vehicle;

• Commerzbank group regarding the merger between two Luxembourg

covered finance banks, HFI and Erste Europäische Pfandbrief- und

Kommunalkreditbank Aktiengesellschaft in Luxemburg SA (EEPK);

• Norddeutsche Landesbank Luxembourg S.A. on the merger by way of

absorption, of NORD/LB Covered Finance Bank S.A. ;

• eDreams Odigeo on a reorganisation of its corporate structure and

restructuring of certain intra-group liabilities consolidating the holding

structure and ensuring compliance with the external debt financing;• Friends Life on its disposal of its wholly-owned subsidiaries Lombard

International Assurance S.A. and Insurance Development Holdings AG;

• GAM/Swiss & Global Asset Management on the AIFMD upgrade of their

products and a migration of all their Luxembourg fund platforms to a new

depository bank and administrator;

• a German banking group on the set up of a Luxembourg compartment

Special Purpose Vehicle to raise funds to be used to grant loans to private

banks in Greece to promote their lending business to SMEs in Greece;

• Henderson Global Investors Limited on a fund range rationalisation exercise

by merging a stand alone SICAV-SIF into a sub-fund of an umbrella structure;

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• HSBC and BNP Paribas on the issue by the Luxembourg Government of

a €200m sukuk (Islamic bond), the first euro-denominated non-Islamic

sovereign sukuk;

• Industrial and Commercial Bank of China (ICBC) Luxembourg on the

establishment of its €8bn Medium Term Notes Program enabling ICBC to

issue wholesale notes listed on the EURO MTF market at the Luxembourg

Stock Exchange;

• Intu Properties on the acquisition of the Shopping Centre “Puerto Venecia”

in Spain, the largest shopping centre in Europe;

• Julius Baer on the restructuring of their Luxembourg operations and cross-

border activities;

• Telecom Luxembourg Private Operator S.A. on its acquisition of the

Luxembourg international connectivity network (covering Belgium, France,

Germany and the Netherlands).

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Your experts in Luxembourg

Nicolas Gauzès PartnerTel: +352 2608 8284

Peter Goes PartnerTel: +352 2608 8362

Manfred MullerPartnerTel: +352 2608 8272

Jacques Loesch Of CounselTel: +352 2608 8252

Hervé Précigoux Managing AssociateTel: +352 2608 8364

Rémy Bonneau Managing AssociateTel: +32 2 501 91 55

Caroline Pimpaud Managing AssociateTel: +352 2608 8367

Fabian PironManaging AssociateTel: +352 2608 8371

Philip Basler-Gretic Managing AssociateTel: +352 2608 8374

Corporate M&A

Patrick Geortay Partner Tel: +352 2608 8232

Nicki Kayser PartnerTel: +352 2608 8235

Janine Biver Of CounselTel: +352 2608 8227

Melinda Perera CounselTel: +352 2608 8321

Eliane Dejardin Botelho Managing AssociateTel: +352 2608 8332

Anna Christina Görgen Managing AssociateTel: +352 2608 8376

Delphine Horn Managing AssociateTel: +352 2608 8249

Bart VermaatManaging AssociateTel: +352 2608 8324

Capital Markets and Banking

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Joakim-AntoineCharvet Managing AssociateTel: +352 2608 8288

Olivier Van Ermengem PartnerTel: +352 2608 8241

Guido De Wit PartnerTel: +352 2608 8237

Danièle BuchlerManaging AssociateTel: +352 2608 8368

Aurélie Clementz Managing AssociateTel: +352 2608 8203

Tax

Anton CoxManaging AssociateTel: +352 2608 8351

Real Estate

Yuri AuffingerManaging AssociateTel: +352 2608 8381

Employment

Guy Loesch PartnerTel: +352 2608 8219

Litigation

Olivier Reisch CounselTel: +352 2608 8294

IP / TMT

Freddy Brausch Managing PartnerTel: +352 2608 8283

Hermann Beythan PartnerTel: +352 2608 8372

Emmanuel-Frédéric Henrion PartnerTel: +352 2608 8279

Francine Keiser Of CounselTel: +352 2608 8372

Benoît Delzelle Managing AssociateTel: +352 2608 8372

Christian Hertz Managing AssociateTel: +352 2608 8372

Claire ProspertManaging AssociateTel: +352 2608 8339

Silke Bernard CounselTel: +352 2608 8223

Rodrigo Delcourt CounselTel: +352 2608 8293

Josiane Schroeder CounselTel: +352 2608 8275

Emmanuel Avice Managing AssociateTel: +352 2608 8283

Investment Management

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Linklaters LLP Luxembourg35, Avenue John F. KennedyL-1855 LuxembourgTel: +352 26 08 1Fax: +352 26 08 88 88

linklaters.lu