BM Legal Practitioners Profile FZCC .pdf

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November 2020











BOWMANS - The value of knowing

B&M: Credentials Statement


“Private and Confidential”
It is our pleasure to introduce our firm, B & M Legal Practitioners, which has been operating as a new entity
in the Zambia legal advisory market since May 2020. We provide specialist legal services in the fields of
banking and finance law, corporate law and dispute resolution.
In our work, we focus on staying current with the legal environment and offer clients a service that uniquely
blends expertise in the law, knowledge of the local market and an understanding of their businesses. Our
aim is to assist clients achieve their objectives as smoothly and efficiently as possible while minimising the
legal and regulatory risks.
Further, we are a member of Bowmans1, which helps us to be on the ground and offer a seamless service
to our clients seeking to harness the opportunities in key markets across African and beyond.
We trust that you will benefit from working with us and look forward to introducing you to our new
colleagues across the continent in due course.
For further information, please do not hesitate to contact us.
Yours sincerely,

Managing Partner
Lusaka, Zambia

Lusaka, Zambia

T: +260 96 6876917

T: +260 97 4900059

Bowmans is an international legal practice comprising Coulson Harney LLP (Kenya), PFI Partnerships (Malawi), Bowmans (Mauritius)
Limited (Mauritius); Bowman Gilfillan Incorporated (South Africa), Bowmans Tanzania Limited (Tanzania), AF Mpanga Advocates
(Uganda) and B & M Legal Practitioners (Zambia). All seven firms trade under the ‘Bowmans’ brand name, while still retaining their
legal identities.


B&M: Credentials Statement


Key contacts
Lusaka, Zambia
T: +260 96 6876917

Lusaka, Zambia
T: +260 97 4900059

Senior Associate
Lusaka, Zambia
T: +260 96 6974004

Senior Associate
Lusaka, Zambia
T: +260 97 7638406

Lusaka, Zambia
T: +260 97 7165939

BOWMANS. The power of one.
It’s about simplicity. It’s about combined experience; different people
working in various regions, sharing common insights on complex matters.
It’s about working together as one legal team off a single platform,
equipped to unlock the value of knowing Africa.

B&M: Credentials Statement


Who we are
We are legal specialists with unique African knowledge.
B&M Legal Practitioners is a member of Bowmans, an association of African
independent law firms. We exist to help our clients overcome legal complexity and
unlock opportunity in Africa.
Our track record of providing specialist legal services, both domestic and crossborder, in the fields of corporate law, banking and finance law and dispute resolution,
spans over a century.
With nine offices in seven African countries and
over 400 specialist lawyers, we draw on our unique
knowledge of the business and socio-political
environment to advise clients on a wide range of
legal issues.
Everywhere we work, we offer clients a service
that uniquely blends expertise in the law,
knowledge of the local market and an
understanding of their businesses. Our aim is to
assist them to achieve their objectives as smoothly
and efficiently as possible while minimising the
legal and regulatory risks.

African Law Firm of the Year
(Large Practice)
- African Legal Awards, 2018

Our clients include corporates, multinationals and
state-owned enterprises across a range of industry
sectors as well as financial institutions and
Our expertise is frequently recognised by
independent research organisations. We received
awards in three out of four categories at the
Dealmakers East Africa Awards for 2019: top legal
adviser in the M&A Category for both deal flow and
deal value and advised on the Deal of the Year. In
the Dealmakers South Africa Awards for 2019, we
were placed third for deal value in the M&A
Category and advised on both the Deal of the Year
and the BEE Deal of the Year.

South African Law Firm of the Year
- Chambers and Partners, 2018

Our strategy
Knowing the law inside and outside Africa: the most challenging legal work across multiple practice areas
and jurisdictions.
Knowing the key markets: understanding legal interpretation and cultural and economic pressures,
market by market.
Knowing our clients’ businesses: their commercial priorities and preferred ways of working. The legal
challenge may be complex but working with us is not.

B&M: Credentials Statement


Our African footprint

We are present in seven countries in Africa:
Kenya (Nairobi), Malawi (Lilongwe),
Mauritius (Moka), South Africa (Cape Town,
Durban, Johannesburg), Tanzania (Dar es
Salaam), Uganda (Kampala) and Zambia
We work closely with our alliance firms in
Ethiopia (Aman Assefa & Associates Law
Office) and Nigeria (Udo Udoma & BeloOsagie). These are two of the leading
corporate and commercial law firms in their
We have developed a best friend
relationship with one of Mozambique’s
strongest law firms (Taciana Peão Lopes &
Advogados Associados) and regularly work
with leading law firms in other countries
such as Angola, Botswana, Ghana, Ivory
Coast, Namibia, Rwanda, South Sudan and
We have a comprehensive database of all
the law firms we work with in the rest of
Africa covering such countries as Algeria,
Egypt, Morocco and French-speaking West
We are representatives of Lex Mundi, a
global association with more than 160
independent law firms in all the major
centres across the globe. Lex Mundi gives
us the ability to connect our clients with the
best law firms in each of the countries

B&M: Credentials Statement


What we do
Full-service corporate and commercial law firm.
B&M Legal Practitioners is a full-service corporate and commercial law firm,
supporting our clients across a wide variety of legal practice areas.
Set out below is a summary of our practice area and sector expertise.
We are uniquely placed to advise clients on a full
range of domestic and cross-border transactions,
by providing comprehensive legal services
through our three departments: banking and
finance; corporate advisory; and dispute
resolution and litigation. Our departments
comprise distinct and complementary practice
areas, to cater for the needs of our clients
operating across varied industries.
Banking and Finance
Our Banking and Finance team is regularly
retained by leading banks and financial
institutions, securities firms, insurance companies,
investment funds, as well as state-owned
enterprises (SOE) to advise on every aspect of
finance and banking law.
The team provides services in connection with
leveraged financing, project finance, bilateral
and syndicated lending, debt capital markets,
financial institutions regulation, fintech, assetbased lending, acquisition financings, debt
restructurings and structured finance. Our suite of
expert practice areas under this department also
includes mergers and acquisitions, capital
markets, and private equity and insurance.
Corporate Advisory
Our corporate advisory department guides clients
through every stage of the company life cycle,

Banking and Financial
Services Regulatory
Capital Markets
Corporate Services
Data Protection
Capital Markets
Dispute Resolution
Employment and Benefits

whilst ensuring that all the legal and regulatory
requirements of doing business in Zambia are met.
Our team of lawyers works closely with our clients
to provide strategic advice and representation for
complex transactions, corporate formations and
governance matters, and day-to-day operational
Our suite of expertise ranges from advising on tax,
anti-trust and competition, pensions, foreign
exchange control, set-up and incorporation,
project development, to intellectual property and
regulatory compliance across a wide range of
industries in Zambia.
Dispute Resolution and Litigation
Disputes are an inevitable part of any business,
which is why our lawyers strive to settle disputes in
the most appropriate cost-efficient manner,
whether by mediation, arbitration or expert
determination. Our goal is to manage the
commercial and reputational risk and to avoid
litigation wherever possible. When litigation is
certain, we focus on the commercial objectives of
our clients.
Our lawyers are experienced in handling highvalue and sensitive commercial disputes as well as
class actions, compliance and investigation and
financial litigation, tax disputes and investigations
across all sectors and industries such as mining,
transport, TMT, banking, energy and Insurance.

Environmental Law
Government Contracting
and Public Procurement
Intellectual Property
Litigation and Arbitration

Mergers and Acquisitions
Private Equity
Project Finance
Real Estate
Regulatory Services
Transport and Logistic

B&M: Credentials Statement


Experience highlights
Given that B&M Legal Practitioners opened its offices on 1 May 2020, the
Key Contacts naturally bring their legal expertise from their past
experiences in legal practice in Zambia. We list below past experience
highlights of the Key Contacts which enables them to offer value to their
clients going forward.
Some of the key deals that the Key Contacts above have worked on include advising:
Industrial Development Corporation of Zambia
Limited, the Zambian government holding company
for all parastatals, in relation to the establishment of
the National Airline of the Republic of Zambia through
a joint venture with Ethiopian Airlines, the flag carrier
of Ethiopia and wholly owned by the country's
government, and ranked by the International Air
Transport Association as the largest airline in Africa by
revenue and profit.
Investec Plc on an ECA, Swiss Export Credit Insurance
(SERV) and Israel Foreign Trade Risks Insurance
Corporation Limited (ASHRA) backed export credit
facility to the Government of the Republic of Zambia
for the construction of the Kala Marine Barracks in
Northern Province, Zambia.
Loinette Capital in relation to the registration of various
securities in Zambia over mining equipment financed
by Lionette Capital and leased to a Zambian
A syndicate of including Investec Bank Plc, Israel
Discount Bank and ING Bank N.V in connection with a
USD140 million facility to the Government of the
Republic of Zambia for the design, upgrade and
renovation of the ‘MainaSoko’ Medical Centre for the
Defense Ministry.
Industrial and Commercial Bank of China, the largest
bank in the world by total assets, in relation to the
financing of a USD72,001,602.99 engineering,
procurement and construction (EPC) contract
involving a social security fund, Public Service
Pensions Fund, guaranteed by the Government of the
Republic of Zambia, for the Alick Nkhata Road
Business Park project.
A syndicate of lenders comprising among others, the
African Development Bank, Development Bank of
Southern Africa and Proparco in relation to the USD142
million project financing of the proposed construction,
operation and maintenance of the 120 MW Build –
Own – Operate - Transfer (BOOT) ITezhi-Tezhi Hydro
Power and Transmission Line Project. The role involved
providing local legal support until financial close.

BNP Paribas Fortis SA/NV in relation to a
Delcredere|Ducroire covered buyer’s credit facility
for the construction of 100km of roads in the Lusaka
South Multi-Facility Economic Zone in Zambia.
Industrial and Commercial Bank of China Limited and
Standard Chartered Bank London in relation to a
USD135,806,251.37 buyer credit facility and a
USD24,000,000 facility, respectively, to the
Government of the Republic of Zambia for the design
and construction of the Chinsali Hospital Project.
Standard Chartered Bank London in connection with
a USD 18,300,000 facility to the Government of the
Republic of Zambia for supply of equipment and
services for the construction of the D775 road
between Batoka and Maamba towns of Zambia.
Standard Chartered Bank Dubai over the financing of
up to USD 167 million to Afgri Commodities and
Finance Fze.
Standard Chartered Bank in relation to the EKN Facility
Agreement for an aggregate principal amount of USD
USD21,259,056.00 to JCHX Mining Construction Zambia
First National Bank Zambia Limited in relation to a
multi-currency credit facility of ZMW550 million, ZAR350
million and USD10 million to MTN Zambia Limited.
Standard Chartered Bank in relation to the
restructuring of a USD175 million revolving loan facility
to Agri Commodities & Finance FZE.
Standard Chartered Bank London in connection with
a USD 112,377,068 facility to the Government of the
Republic of Zambia for supply of equipment and
services for the C400 Copperbelt roads project.
Neoen First Solar Consortium as investor shareholders
in Bangweulu Power Company Limited (the project
company for the Scaling Solar Project) and
Bangweulu Power Company Limited as Borrower in
relation to a loan facility for an amount of USD 49.9
million from the Overseas Private Investment
Corporation (OPIC) and the International Finance
Corporation. The loan facility financed the

B&M: Credentials Statement


development and operation of a solar PV power
plant with a generating capacity of at least 47.5MW
(AC) in the Lusaka South Multi-Facility Economic Zone
and the development of the interconnection facilities.

to its acquisition of 100 per cent stake in DPO Group,
an online commerce platform operating across 19
African countries, for a total consideration of
approximately USD288 million.

The Currency Exchange Fund NV on the enforceability
of a cross-currency interest rate swap transaction
entered into with Focus Financial Services Limited,
including providing a comprehensive opinion on the
enforceability of the netting provisions of the
International Swaps and Derivatives Association as
well as its general enforceability in Zambia.

Copperbelt Energy Corporation Plc (CEC), a Zambian
publicly traded power transmission, generation and
distribution company and a major developer of
energy infrastructure in Africa, in relation to the
disposal of its 50 per cent shareholding in CEC Liquid
Telecommunication Limited to Liquid
Telecommunications Holdings Limited for a USD35
million cash consideration.

BP Investment Limited (“BPIL”), in relation to
restructuring of a USD 15.4 million debt owed by CEC
Africa Investments Limited (“CECA”), a public
company traded on the second-tier market of the
LuSE, following substantial acquisition of shares in
CECA by BPIL and a letter of demand from Zambia
Energy Corporation (Ireland) Limited.
Network International Holdings plc, an enabler of
digital commerce across the Middle East and Africa,
also listed on the London Stock Exchange, in relation

Industrial Development Corporation of Zambia
Limited, the Zambian government holding company
for all parastatals, on its 90 per cent stake acquisition
in an oil palm plantation business, Zampalm Limited, a
wholly-owned subsidiary of Zambeef Products Plc, a
fully integrated cold chain food processing and
retailing group with operations in Zambia, Nigeria and
Ghana, for a cash consideration of USD16 million.

B&M: Credentials Statement


Some of the key deals the Key Contacts above have worked on include:
Copperbelt Energy Corporation Plc (CEC), a
Zambian publicly traded power transmission,
generation and distribution company and a major
developer of energy infrastructure in Africa, in
relation to negotiating a Bulk Power Supply
Agreement (BSA) with Zesco Limited, a stateowned power company in Zambia producing
about 80% of the electricity consumed in the
Zambezi River Authority, a corporation jointly and
equally owned by the governments of Zambia
and Zimbabwe, in relation to the development of
a 2400 MW cross-border hydroelectric project on a
build-operate-transfer basis.
Africa Agriculture and Trade Investment Fund
(AATIF), a USD 146 million fund that invests across
the entire agricultural value chain in Africa and
the KFW Group, a German Government-owned
development bank, in respect of the
implementation of AATIF’s agricultural
mechanisation program in Zambia through
Agricultural Leasing Company Zambia Limited.
Deutsche Gesellschaftfür Internationale
Zusammenarbeit (GIZ) GmbH, a German
development agency, in relation to embedded
electricity in Zambia. The role included advising on
the legal aspects of establishing a Special Purpose
Vehicle, and reviewing related standard
documents including the Operation and
Maintenance Contract, Intercompany Loan
Agreement, and the Power Purchase Agreement.
Ivanhoe Mines Limited and its local subsidiary in
the DRC named KICO SA that operates in the
mining sector, in relation to the proposed
implementation of a private border post between
the DRC and Zambia.
Africa GreenCo, a public-private-partnership
between African governments, the private sector
and international financial institutions to create a

dynamic new participant in the Southern African
Power Pool, in relation to the establishment of a
regional creditworthy intermediary off taker and
power services provider, reducing the credit risk
and therefore cost of renewable energy
generation projects. The role included advising on
the set-up and incorporation of the local entity,
regulatory compliance in the energy sector,
public procurement and local tax issues and
reviewing template term sheets for power sale
and purchase agreements, wheeling and
connection agreements.
Midnight Sun Mining Corp (Midnight Sun) in
relation to the internal restructuring of Midnight
Sun Mining Group. Our role included advising on
the Zambian legal framework that would affect
the restructuring vis-à-vis the tax implications and
the regulatory approvals which would be required
to transfer 60 per cent interest in Zambia Highlight
Mining Investment Limited to Midnight Sun Mining
Zambia Limited, a wholly-owned subsidiary of
Midnight Sun.
Moroccan Agency for Sustainable Energy, a
Moroccan state-owned company responsible for
the implementation of a Sustainable Energy Plan,
in relation to a proposed solar project in Zambia
with an estimated capacity of between 40MW
and 80MW.
Epiroc South Africa in relation to acquisition of
shares and assets in companies of the New
Concept Mining group including certain assets
and employees of New Mining Systems Zambia
Limited. Our role included reviewing a bill of sale
agreement, which specifically deals with the
acquisition of the assets in Zambia to ensure
compliance with local Zambian law as well as
obtaining merger approval from the Competition
and Consumer Protection Commission.

B&M: Credentials Statement


Some of the recent matters the Key Contacts above have handled include representation to:
Absa Bank Zambia Plc, formerly Barclays Bank
Zambia PLC, as Respondent in the matter, ZUFIAW
v. Absa Bank Zambia Plc, where the Zambia Union
of Financial Institutions and Allied Workers (ZUFIAW)
is demanding for payment of redundancy
packages and accrued employment benefits
following the change in shareholding in Barclays
Africa Group Limited, the parent company of
Barclays Bank Zambia Limited.
Nestlé Zambia Trading Limited (Nestlé Zambia) in
the landmark case, Nestlé Zambia Trading Limited
v. Zambia Revenue Authority, concerning transfer
pricing with respect to Nestlé’s cross-border
related-party transactions and business model.
The Zambia Revenue Authority performed a
transfer pricing audit with respect to Nestlé
Zambia operations on the basis that Nestlé had
consistently reported losses for a period of five
years (2010 to 2014). Nestlé Zambia lodged an
appeal with the Tax Appeals Tribunal at Lusaka.
Absa Bank Zambia Plc, formerly Barclays Bank
Zambia PLC, in the matter Barclays Bank Staff
Pension Fund & Barclays Bank v. Augustine
Mwanamuwila & 58 Others, in both Supreme Court
and High Court in respect of the pension claims.
The Chamber of Mines, an association for mining
and allied companies both large and small mining
operations, in a judicial review against the Energy
Regulation Board and Zesco for the decision to
approve a tariff increase.
Tullow Zambia BV in a matter where RAE Zambia
Limited challenged the termination of its
petroleum exploration license on Block 31 in the
Luapula Province of the Republic of Zambia by
the Government of the Republic of Zambia and
the subsequent award of the license to Tullow
Zambia BV.
Absa Bank Zambia Plc, formerly Barclays Bank
Zambia PLC, in the matter, Augustine
Mwanamuwila & Others vs. Barclays Bank Staff
Pension Fund & Barclays Bank Zambia Plc, in which
former employees obtained judgment for
payment of their pension benefits and the former
employees are claiming in excess of ZMW 90 billion
at assessment.
Zambia National Commercial Bank Plc
(“ZANACO”) in the matter, Zambia National
Commercial Bank PLC vs. Masautso E. Nyathando
and 88 Others, one of the country’s largest
employment class action claims involving pensions
and employee benefits with a potential exposure
of approximately ZMW 80 million (est. USD 6.5

Zambezi Resources Limited in relation to court
proceedings commenced by Community Based
Natural Resource Management to challenge the
decision of the Environmental Management
Agency to approve the development of the
USD494 million Kangaluwi Copper Project.
Lap GreenN against the Government of the
Republic of Zambia in the High Court in respect of
the compulsory acquisition of its USD257 million
investment in Zambia Telecommunications
Corporation Limited (Zamtel).
Stanbic Bank Zambia Limited regarding a dispute
with Trade Kings Limited involving the breach of
forward exchange contract valued at USD4.8
million in a first-ever derivatives litigation in Zambia
Ameropa Commodities Proprietary Limited in
respect of debt recovery arbitration from
Zdenakie Commodities Limited and or George
Liocopolous and Tanya Kieslich for the sum of
USD2.2 million; and providing general responses in
relation to arbitration proceedings.
Absa Bank Zambia Plc, formerly Barclays Bank
Zambia Plc, the Respondent in the matter,
Jeremiah Njovu & 41 Others v. Barclays Bank
Zambia Plc, one of the country’s largest
employment class action claims involving pensions
and employment benefits with an estimated
settlement value of ZMW400 million (est. USD33.2
million), the biggest ever awarded against the
African Alliance Pioneer Master Fund (African
Alliance) in a highly complex arbitration claim,
brought by Vehicle Finance Limited. Vehicle
Finance Limited sought more than USD32 million in
damages. The claim arose from alleged breaches
of contract by African Alliance. The matter
involved several intricate legal issues relating to
reliance damages, compensatory damages and
Wrotham Park damages, among others.
First Quantum Mining against Zesco Limited in an
arbitration dispute seated in London under the
auspices of the London Court of Arbitration under
which Zesco was claiming over USD50 million for
breach of a power supply agreement.
A mining company in a London seated arbitration
proceeding against the Government of the
Republic of Zambia for breach of the parties’
Development Agreement, a voluntary, binding
contract between the Government and the
mining company that detailed the obligations of
both parties..

B&M: Credentials Statement



B&M: Credentials Statement


The Value of Knowing
We know Africa.
We acknowledge our vast potential.
We understand that diversity is our strength.
We embrace a collective future.
We strive for the highest standards.
Because, we have walked the path of experience,
We can leverage what we have learnt:
To discover what lies obscure,
To unlock unknown potential,
To lay the path towards true prosperity.
We believe that in Africa, true value lies in knowing.

B&M: Credentials Statement


Cape Town, South Africa
T: +27 21 480 7800

Dar es Salaam, Tanzania
T: +255 76 898 8640

Durban, South Africa

T: +27 31 109 1150

Johannesburg, South Africa
T: +27 11 669 9000

Kampala, Uganda
T: +256 41 425 4540

Lilongwe, Malawi
T: +265 99 031 8152

Lusaka, Zambia
T: +260 96 227 5329

Moka, Mauritius
T: +230 52 98 01 00

Nairobi, Kenya
T: +254 20 289 9000

Alliance Firms:

Aman Assefa & Associates Law Offices, Addis Ababa,
T: +251 1470 2868
Udo Udoma & Belo-Osagie, Lagos, Nigeria
T: +234 1 277 4920
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