Indicative Experience Statement.cdr

UDO UDOMA BELO-OSAGIE BARRISTERS AND SOLICITORS FIRM PROFILE AND INDICATIVE EXPERIENCE STATEMENT LAGOS PORT-HARCOURT ABUJA UYO

U do Udoma & Belo-Osagie is one of Nigeria's larger, full service corporate and commercial law partnerships with offices in four of Nigeria's key business centres and an affiliate in Ghana. We work with our Nigerian and non-Nigerian clients to create and implement innovative transactions, financial and otherwise, designed to facilitate business in Nigeria and throughout West Africa. Our firm has a reputation for seeking to actively develop legal solutions and for providing sophisticated legal advice in our niche areas which include: Asset Management & Collective Investment Schemes Aviation Banking & Finance Business Establishment & Corporate Immigration Capital Markets Company Secretarial Services Corporate Advisory (including Mergers and Acquisitions) Employment Intellectual Property Litigation, Arbitration & ADR Maritime Oil & Gas Power, Infrastructure & Projects Private Equity Real Estate Tax Telecommunications, Media & Technology The depth of expertise and experience, and the collaborative approach of its dynamic team, have been attributed as contributing to Udo Udoma & Belo- Osagie's recurrently high international rankings, underscored by what is currently one of the highest ratios of internationally recognised partners, per firm, in the Nigerian market across our key areas of specialisation.

PARTNERS & CONSULTANTS MYMA BELO-OSAGIE Senior Partner Corporate Advisory (including Mergers & Acquisitions), Oil & Gas, Telecommunications, Media & Technology E: [email protected] DAN AGBOR Managing Partner ANIEKAN UKPANAH Corporate Advisory Partner (including Mergers Banking & Finance, & Acquisitions), Oil & Gas, Power, Infrastructure & Banking & Finance, Project, Real Estate, Capital Markets, Tax Intellectual Property E: [email protected] E: [email protected] JUMOKE LAMBO Partner UZOMA AZIKIWE Corporate Advisory Partner (including Mergers Litigation, Arbitration & ADR, & Acquisitions), Aviation, Business Establishment & Oil & Gas Corporate Immigration E: [email protected] E: [email protected] YINKA EDU FOLAKE ELIAS-ADEBOWALE Partner Partner Banking & Finance, Corporate Advisory Asset Management & Collective (including Mergers Investment Schemes, & Acquisitions), Corporate Advisory (including Private Equity, Oil & Gas E: [email protected] Mergers & Acquisitions), Intellectual Property E: [email protected] NICHOLAS OKAFOR OZOFU OGIEMUDIA Partner Partner Power, Infrastructure Corporate Advisory & Projects, (including Mergers Banking & Finance, & Acquisitions), Aviation Private Equity, E: [email protected] Banking & Finance E: [email protected] SALLY UDOMA OLUGBENGA OJO Consultant Consultant Oil & Gas, Arbitration Litigation, Arbitration & ADR E: [email protected] E: [email protected]

PRIVATE EQUITY Udo Udoma & Belo – Osagie's private Equity team has developed significant expertise in private equity transactions, having advising some of the earliest pioneers of this sector in the 1990s. The firm's clients include top tier global, regional and local private equity funds and fund managers, institutional investors, financial organisations, international development institutions, banks, SME fund managers, consortia of the above, and companies seeking private equity or venture capital. In addition to providing full transactional support for private equity acquisitions and investments support for private equity acquisitions and investments, the firm currently advises on issues ranging from the formation and establishment of funds registration, structuring and restructuring as well as funds of funds, the development of tax-efficient investment structures, the tax liability of funds under Nigeria law, the corporate, regulatory and licensing issues relevant to funds investing and operating in Nigeria or dealing with Nigerians, representing private equity investors in the purchase and sales of the portfolio assets, and providing representation and support in dispute resolution involving the interests of private equity funds managers in Nigeria, where required. Members of the firm's private equity team bring a dynamic range of experience from our commercial, financing, corporate restructuring and tax practice areas to bear in our work for private equity clients. Members of the team have written extensively on investments and on the regulation of private equity for the EMPEA newsletters and the Asset Management Law Review. The firm is a member of the Emerging Markets Private Equity Association (EMPEA) and the African Venture Capital Association (AVCA), and is represented on the Legal and Regulatory Council of both associations, which seek to arm their members with a knowledge edge of PE industry information and issues in the various jurisdiction in which they operate, including Nigeria. The team also chairs the legal and regulatory sub-committee of the Nigerian Private Equity and Venture Capital Development Committee set up by Nigeria's Minister for Industry, Trade and Investment which expects

to evaluate the sector and expected to generate recommendations to facilitate the achievement of an optimal environment for attracting and supporting private equity and venture capital investment and activity in Nigeria.

PRIVATE EQUITY Advised: The Government of the Federal Republic of Nigeria with the structuring and establishment of a Sovereign Wealth Fund and drafted the enabling legislation that established the Nigeria Sovereign Investment Authority. West African Infrastructure Investment Managers on its registration as a Fund Manager with SEC as well as with registration of the NIIF 1 Fund which is the first infrastructure focus fund in Nigeria. West African Infrastructure Investment Managers on the structure of the fund, reviewed the Limited Partnership Agreement, and coordinated the registration of the fund as a limited partnership with the Partnership's Registry in Lagos State. Afrinvest (an asset management company) on the establishment of the Nigerian International Debt Fund. Afrinvest (an asset management company) in relation to the restructuring of the Nigerian International Debt Fund (a closed- ended fund) into an open ended fund which involves preparing the documentation required to restructure the fund and advising on necessary approvals. Vectis Capital SA on the structure and establishment of the Nigerian Advancement Fund LP (a parallel fund) as a limited partnership. A fund Manager, located in the United Kingdom, on the establishment of a 'fund of funds' to be domiciled in Mauritius, and which will invest in funds that focus in Africa generally, and on the West African sub-region in particular. On the structure establishment of a one billion Naira fund focused on investments in West African countries. A potential investor in connection with an investment in the Travant Private Equity Fund (limited partnership).

Vectis Capital SA on the structure and establishment of the Nigerian Advancement Fund LP (a parallel fund) as a limited partnership. On the structure establishment of a one billion Naira fund focused on investments in West African countries. Zenith Capital on the formation and public offering of three mutual funds (the Zenith Equity Fund, Zenith Ethical Fund and the Zenith Income Fund) with a combined value of N7 billion. Zenith Capital on the issues that arise in connection with the administration of three mutual funds (the Zenith Equity Fund, Zenith Ethical Fund and the Zenith Income Fund). BGL Plc in connection with the offer for subscription of 200 million units of N 50.00 each at N 50.00 per share in the BGL Sapphire Fund. Tiger Global Management, LLC in connection with its investment of US$3 million in Iroko Partners, an internet based movie and music Distribution Company.

CORPORATE AND COMMERCIAL ADVISORY PRACTICE AND MERGERS & ACQUISITIONS At the heart of Udo Udoma & Belo-Osagie's practice areas is its corporate and commercial advisory practice, which is one of its oldest, and now, largest, areas of specialisation. It is also the area in respect of which, from inception, the firm has earned some of its most notable and recurring peer and client commendations as recorded in international rankings. The firm's corporate and commercial/M&A practice is and has for decades been acknowledged as being among the best for corporate and commercial/M&A work in Nigeria. Given the “hands-on”, collaborative approach encouraged across all of its practice areas, the diversity of the sectors in which its clients tend to operate, its training culture and the multi- faceted features of this particular area of specialisation, all of the team's lawyers are not only rigorously trained to prioritise finding practicable commercial solutions to even the most innovative and challenging legal issues. The firm as a whole is, as a result, peopled with lawyers who are highly skilled in this area as they all engage, either routinely or intermittently, in tasks and assignments falling within the purview of, or overlapping with its core corporate and commercial practice, including the following among others: · Acquisitions Asset disposals · Asset management and collective investments · Business ethics and anti-corruption · Commercial contracts · Corporate restructuring · Disposals (equity and assets) · Dispute resolution · Due diligence and risk management · Labour and employment · Foreign investment · Governance (including anti-trust/competition and anti-corruption) · Insolvency · Investment, regulatory compliance and structuring · Joint ventures and strategic alliances · Mergers and de-mergers While most of the team's expertise has had a cross- border focus, it is grounded in decades of successful transactional experience advising

corporates, conglomerates, investors, joint ventures, boards of directors, local, regional and international banks and financial institutions, regulators and a host of other local, regional and international clients across various industries and sectors including, among others, FMCGs, food, beverage, packaging, brewery, health, logistics, infrastructure, oil and gas, retail, power, telecommunications and the agricultural. The team's consistently exceptional track record in relation to its corporate and commercial and M&A practice is grounded in the “culture of excellence” on which the firm was founded, which continues to evolve to ensure that our objective remains the delivery of timely, practical and where required, creative legal solutions and the provision of tailored legal advice that is accessible, commercially-oriented and consistently sound on legal principle.

CORPORATE AND COMMERCIAL ADVISORY PRACTICE AND MERGERS & ACQUISITIONS Advised: Lafarge Cement WAPCO (Nigeria) PLC. (now Lafarge Africa PLC.) on the acquisition of Lafarge South Africa Holdings (Proprietary) Limited and Atlas Cement Company Limited; a controlling interest in AshakaCem PLC; and a substantial minority interest in United Cement Company of Nigeria Limited, at an aggregate value of circa USD1.35 billion; Ecobank Transnational Incorporated on the acquisition of the defunct Oceanic Bank International Plc and the subsequent merger of Oceanic Bank and Ecobank Nigeria Ltd; Tiger Brands Limited on the acquisition of a 49% stake in UAC Foods Limited under a joint venture arrangement with UAC Nigeria PLC; Carlyle Investment Manage L.L.C on the acquisition of 18% equity interest in Diamond Bank PLC; IFC, ECP and Investec in connection with the swap of their shares in IHS Nigeria Plc for shares in IHS Holding Mauritius; African Capital Alliance-led consortium of multinational investors on the acquisition a majority stake in Union Bank of Nigeria PLC, one of Nigeria's oldest listed banks; ETI on the acquisition of majority of the shares which it holds in Oceanic Insurance Company by Old Mutual (Africa) Holdings (Proprietary) Limited, a South African company; Banca Monte dei Paschi di Siena, the third largest Italian bank) on the sale of its 0.7% equity stake in the capital of United Bank for Africa, a large listed bank; SABMiller, a United Kingdom company, on the acquisition of a 70.8% stake in Pabod Breweries Limited, Port Harcourt;

United Bank for Africa Plc. in connection with its merger with Standard Trust Bank Plc; First Bank of Nigeria PLC on its acquisition of majority shares of a bank in the Democratic republic of Congo; Lafarge Africa PLC on the acquisition of Flour Mills of Nigeria Plc's 30% equity interest in United Cement Company of Nigeria Limited; South African Healthcare Company in connection with its proposed acquisition of a majority interest in one of the largest pharmaceutical companies in Nigeria; First Bank of Nigeria Plc (“FBN”) in connection with the divestment of its interest in First Registrars Limited in line with CBN regulations; Cadbury Nigeria Plc and Stanmark Cocoa Processing Company Limited in connection with the merger of the two companies; Tiger Brands Limited and acquisition of a majority equity interest in Dangote Flour PLC from Dangote Industries Limited; Tiger Brands Limited on the acquisition of a 100% equity interest in Deli Foods Limited; De La Rue Plc. in connection with their proposed acquisition of a controlling interest in the Nigerian Security Printing and Minting Company Limited and conducted a legal due diligence on their behalf; International Fund for Health in Africa (IFHA) in connection with its investment in Hygeia Nigeria Limited. Carried out due diligence and provided Nigerian transactional support include reviewing and drafting documentation and assisting with closing; One of the largest automobile companies in the world in connection with its acquisition of a majority interest in a Nigerian automobile company; Tasc Towers in connection with its proposed equity investment of between US$75 million and US$100 million in Swap Telecommunications Limited;

African Development Bank and certain Pension Fund Administrators in relation to their investment in the ARM-Harith Infrastructure Fund, Nigeria's first indigenously developed and managed Infrastructure Fund; and Consol Glass Proprietary Limited in connection with its US$32,000,00.00 acquisition of 51% of Glassforce Limited, an indigenous glass manufacturer.

BANKING & FINANCE Banking and finance are among the key areas of specialisation for which Udo Udoma & Belo- Osagie has earned its highest and largest number of commendations. The firm advises a diversity of clients, including local and international banks and other financial institutions, on a breadth of banking and financing issues ranging from incorporation, establishment, setting up representative offices and acquisitions to regulatory capital, foreign exchange and other general regulatory compliance issues including Central Bank of Nigeria regulations and the operations of banks and other financial institutions that operate in the sector. Lauded for its “intelligent approach”, the banking and finance team routinely advises on corporate and commercial lending, syndicated financing, asset-based lending, debt capital markets, real estate financing, hotel financing, project and structured finance transactions as well as Islamic finance techniques. It has structured transactions relating to debt restructuring, debt to equity conversions, swaps and other derivative transactions, leasing and other forms of acquisition finance. Its clients include DFIs, arrangers, facility agents as well as lenders, borrowers and sponsors. The team developed its initial international financing experience when we advised on various issues arising out of the re-financing of Nigeria's international commercial debt in the 1980s. It has also advised on issues arising out of the re-financing of debt owed by various Nigerian commercial banks to various international creditors. It has a wealth of experience in preparing and reviewing financing documentation and vetting foreign law- governed contracts to evaluate their efficacy and validity under Nigerian law, or within the context of Nigerian laws and regulations.

BANKING AND FINANCE Advised: the Lenders on a US$3.2 billion facility to MTN Nigeria Communications Limited; the Lenders on a US$925,000,000 facility to the United Cement Company Limited; MonuRent Holdings Limited on a US$25 million facility provided by Zenith Bank UK Limited; and on the provision of a US$20 million facility by First City Monument Bank UK Limited to MonuRent Holdings Limited; International Finance Corporation (“IFC”) on a US$50 million facility to Access Bank Plc; on a US$7 million facility and US$1.5 million investment to Tantalizers Plc.; GZ Industries Limited, on a US$75 million facility provided by Stanbic IBTC Bank and Fidelity Bank Plc.; Accugas Limited (a wholly owned subsidiary of Seven Energy Limited) on the provision of a US$225 million facility; Rand Merchant Bank Limited, a subsidiary of First Rand Bank Limited of South Africa on securing operating licences from the Securities and Exchange Commission (“SEC”); the Lenders on a multi-currency syndicated facility to the United Cement Company of Nigeria Limited; in respect of a US$395 million medium term financing provided to MTN Nigeria Communications Limited; in respect of a US$150 million bridge facility for MTN Nigeria Communications Limited and drafted transaction and security documentation; on the structuring of a N19 billion Syndicated Underwritten Note Issuance Facility granted by a syndicate of banks to MTN Nigeria Communications Limited;

a syndicate of lenders in connection with a medium term syndicated notes issuance facility of up to US$285 million provided to Spark-West Steel Industries Limited in connection with the construction and development of a steel fabrication and galvanisation plant and a steel rolling mill; African Foundries Limited in relation to a US$85 million financing package consisting of a US$75 million term loan facility and a US$10 million working capital loan facility; African Development Bank in connection with lines of credit totaling US$150 million granted to United Bank for Africa Plc; and a proposed US$100 million line of credit to Intercontinental Bank Plc.; IFC in connection with the US$11 million loan facility granted to UACN Property Development Company Limited, for the purpose of refurbishing the Festac 77 Hotel; IFC in respect of their US$15 million equity investment in MTN Nigeria Communications Limited; being part of the US$100 million in financing provided by the IFC; Acted for the IFC in connection with the provision of a US$2.5 million loan to SocketWorks Limited; Lenders in respect of a US$100 million financing of Wempco’s expansion into the conversion of cold rolled steel; International Finance Corporation on the =N=800 million loan to LAPO Micro Finance Bank Limited; International Finance Corporation on the US$50 million loan and risk sharing agreement in an aggregate amount of up to =N=1.75 billion to Access Bank Plc; FMO Nederlandse Financierings N.V on the US$25 million term facility to Access Bank Plc and US$20 million term facility to Zenith Bank Plc; A Syndicate of 22 Local and International Lenders led by Citibank Nigeria Limited, KfW IPEX-Bank GmbH and Industrial and Commercial Bank of China on the US$3.2 billion medium term

facilities provided to MTN Nigeria Communications Limited; Stanbic IBTC Bank PLC on the restructuring into a holding company in compliance with regulations passed by the Central Bank of Nigeria; Standard Chartered Bank on the US$350 million loan facility to Obajana Cement Plc (now Dangote Cement PLC) for the construction of the Ibese Power Plant; International Finance Corporation on the =N=650 million loan to the Incorporated Trustees of Grooming People for Better Livelihood Centre. Contacts: Dan Agbor, Aniekan Ukpanah, Yinka Edu and Nicholas Okafor

CAPITAL MARKETS Our Capital Markets' team has considerable experience and is well regarded for the professionalism that it brings to diverse capital market transactions. These include local debt and equity capital market transactions as well as the establishment and listing of investment funds such as mutual funds and REITs. The firm has also given advice on issuances in the international capital market by Nigerian corporates and the Federal Government of Nigeria. Our clients include issuers (sovereign, sub- sovereign and corporates), financial and other advisors, underwriters, custodians and trustees. Our clients operate in a wide spectrum of diverse sectors including real estate, oil and gas (upstream and downstream), manufacturing, FMCG and financial services. The team provides clients with transactional as well as day to day support on regulatory requirements. Some of the more notable transactions that we have advised on include the first Global Depositary Receipts Programme which was established by United Bank for Africa in 1990 and the listing of the first exchange traded fund (ETF) on the Nigerian Stock Exchange. We also advised on the establishment of the Nigerian Sovereign Wealth Fund and in relation to two Eurobonds that have been issued by the Federal Government of Nigeria. Our many firsts require that we provide our clients with advice on novel structuring, tax and regulatory issues. Our team routinely advises foreign investors in relation to their entry into the Nigerian market, this includes advising on the regime for the taxation of investments, foreign exchange requirements and custody arrangements, as well as disclosure obligations and exit procedures. The Firm's Senior Partner served as chairman of the board of the SEC from 2008- 2012 and other members of the firm have and continue to serve in diverse capacities on various advisory committees set up by the SEC. This level of involvement ensures that the firm is familiar with the workings and the driving concerns of the SEC in relation to specific transactions as well as in overall market development.

CAPITAL MARKETS Advised: The Federal Government of Nigeria on the structuring and establishment of the Nigerian Sovereign Wealth Fund and drafted the enabling the joint global co-coordinators and the joint book runners in connection with a dual listing of Seplat Petroleum Development Company Plc on the London stock Exchange and the Nigerian Stock Exchange legislation. Citigroup Global Markets Limited, Stanbic IBTC Bank Plc and Standard Chartered Bank (the placement agents and joint bookrunners) on the offering of ₦3,337,383,000.00 – 15.10% FGN April 2017 (2 Years 9 Months Re-opening) and ₦ 5,310,000,000.00 – 16.39% FGN January 2022 (7 Years 6 Months Re-opening) bonds by the Federal Government of Nigeria in the form of Global Depositary Notes. Citigroup Global Markets Limited and Goldman Sachs International (together, the joint lead managers) on the offering of US$500,000,000 notes due 22nd April 2019 pursuant to the US$1,000,000,000 Global Medium Term Note Programme by Zenith Bank. Citigroup Global Markets Limited and Goldman Sachs International (together, the joint lead managers) and Citibank, N.A., London Branch (the trustee) on the offering of US$450,000,000 Fixed Rate Subordinated Note Participation Notes due 2021, issued on 23rd July, 2014, by FBN Finance B.V. for the sole purpose of financing the purchase of a Subordinated Note to be issued by First Bank of Nigeria Limited. UNIC Insurance Plc in connection with the initial public offering and the listing on the Nigerian Stock Exchange of 2 billion shares of 50 kobo each at =N=1.10 per share. Fidson Healthcare Plc in connection with the initial public offering of shares in the company and the listing by introduction of 1.5 billion ordinary shares of 50 kobo each of Fidson Healthcare Plc on the Nigerian Stock Exchange.

Citigroup Global Markets Limited Bank and Deutsche bank, London Branch on the proposed offering of US$300,000,000 (three hundred million United State Dollars), 6.875% Notes due 2018 issued by Fidelity Bank plc proposed to be listed on the floor of the Irish Stock Exchange and tax considerations. Deutsche Bank AG (London Branch), Standard Chartered Bank, African Export-Import Bank, Ecobank Development Corporation and Nedbank Limited (the managers) on the offering of US$ 250,000,000 Fixed Rate Limited Recourse Participation Notes due 2021, issued on 14th August, 2014, by EBN Finance Company B.V. for the sole purpose of financing the purchase of a US$250,000,000 Fixed Rate Subordinated Note due 2021 to be issued by Ecobank Nigeria Limited. Citigroup Global Markets Limited Bank (the sole lead manager) on the offering of US$200,000,000 (two hundred million United State Dollars), 8.750% Notes due 2019 issued by Diamond Bank plc proposed to be listed on the floor of the Irish Stock Exchange and tax considerations. Stanbic IBTC Bank PLC (as Issuer) in connection with the establishment of a =N=150 billion Note Issuance Programme. Citibank and Goldman Sachs (as Joint Lead Managers) on the offering of US$450 million Subordinated Notes by FBN Finance B.V. to finance the purchase of a of US$450 million Subordinated Note issued by First Bank of Nigeria Limited in July, 2014; Deutsche Bank and Standard Chartered Bank (as Joint Lead Managers) on the Offering of US$250 million Subordinated Notes by EBN Finance Company B.V. to finance the purchase of a US$250 million Subordinated Note issued by Ecobank Nigeria Limited issue in 2014; Federal Government of Nigeria on the establishment of the Nigerian Sovereign Wealth Fund and drafting of the Nigeria Sovereign Investment Authority (Establishment) Act, No 15 of 2011; JP Morgan and Citibank (Joint Lead Managers) on The Federal Government of Nigeria’s debut US$500 million sovereign bond issue in 2011;

JP Morgan and Citibank (Joint Lead Managers) on the Federal Government of Nigeria’s US$1 billion sovereign bond issue in 2013; Citibank, Standard Chartered Bank and Stanbic IBTC Bank PLC (as Placement Agents) on the offering of =N=8.7 billion FGN Bonds (equivalent to approximately US$ 54.375 million) by the Federal Government of Nigeria in the form of Global Depositary Notes issued by Citibank N.A in July, 2014; UPDC Properties Plc on the establishment of a =N=30billion Real Estate Investment Trust Scheme; JP Morgan and Morgan Stanley (Joint Lead Managers and Arrangers) on the establishment of a US$2 billion Global Medium Term Notes Programme established by Guaranty Trust Bank Plc; First Bank of Nigeria Limited on the acquisition of a majority interest in the equity of a bank in the Democratic Republic of Congo; Stanbic IBTC Bank PLC on the establishment of a =N=150 billion Note Issuance Programme (equivalent to approximately US$ 937.5 million). Contacts: Dan Agbor, Aniekan Ukpanah, Yinka Edu, Nicholas Okafor

REAL ESTATE AND CONSTRUCTION The Udo Udoma & Belo-Osagie Real Estate practice team has been remarkably consistent in its service offerings to the firm's clients. Since the firm's establishment over 30 years ago, the real estate group has grown from providing standard drafting and negotiation services in relation to basic real estate contracts to advising its local and international clients in connection with real estate financing transactions, project finance, mortgage schemes and other property acquisition transactions. This practice team has, to its credit, advised its local and international clients in connection with land acquisition, foreign investment approvals, financing and construction of several real estate projects in Nigeria - projects which required the firm/real estate group to advice on the regulatory framework for development of the properties, procurement of the relevant approvals, establishment of the project companies and to carry out extensive due diligence to determine ownership/title to the relevant properties. Members of the firm's Real Estate practice team have written extensively on real estate practice in Nigeria/the Nigerian land tenure system, some of which appear in the annual World Bank Doing Business Reports (“Registering Property in Nigeria”).

REAL ESTATE AND CONSTRUCTION Advised: Duval Properties Limited on 27,000 square metre Jabi Lake Abuja mixed use development; Sanlam Africa Core Real Estate Investments Limited on the acquisition of a first class commercial office building; IFC on its $124 million investment in the Persianas group (construction of shopping malls); First Concept & Properties Limited on a $65 million construction financing; Lousol Properties Limited on a $50 million commercial real estate finance facility; FSDH Merchant Bank Limited in relation to its staff mortgage scheme through which its staff acquire properties in Nigeria; a real estate developing company in relation to a re-settlement project within Lagos; a real estate development company in connection with the execution of its mandate from the Lagos State government to construct affordable housing estates across Lagos state; Rand Merchant Bank in connection with its equity and debt investment in the Ikeja City Mall which is situated on 5.14 hectares of land in Ikeja; Forsters Estate Limited on the development of 50 units of terrace houses in Lagos; Ikoyi Hotels Limited on the structure and financing options for the construction and development of a mixed use complex comprising a 207-room four star; Sanlam Group on the acquisition of former Maersk House (now Atlantic House) at a cost of about =N=8 billion. Contacts: Aniekan Ukpanah

LITIGATION, ARBITRATION AND ALTERNATE DISPUTE RESOLUTION Udo Udoma & Belo-Osagie 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 natural resources, oil and gas, banking, corporate restructuring, M&A, intellectual property, labour, tax, aviation and maritime practice. The firm's clients include multinational and domestic corporations, non-profit organisations, multilateral and bilateral financing institutions, international organisations, embassies and state governments, the Government of the Federal Republic of Nigeria and several State governments. Udo Udoma & Belo-Osagie's Litigation, Arbitration and Dispute Resolution Practice is one of its oldest and most vital areas of specialisation, with a team of seasoned practitioners who provide a full complement of dispute resolution services to clients not only in terms of representation before courts, arbitration and mediation panels in Nigeria but in providing dispute resolution- related advice even in respect of all non-litigious matters, including the conduct of due diligence reviews and LAD portfolio audits, acting as counsel in court-regulated M&A transactions, and collaborating with the firm's core Corporate and Commercial Advisory teams with the review and preparation of dispute resolution clauses proposed or adopted for both local and cross border transaction agreements. Members of this dynamic team also routinely support and advise our international law firm peers on Nigerian law matters and have been called upon to act as expert witnesses on a number of occasions in the Courts of the United Kingdom and United States of America. The team has also represented and represents, as counsel, various national and multinational corporate organisations in disputes relating to coastal trade (cabotage) disputes, oil and gas, dredging, construction, aviation and maritime arbitrations, as well as Mobil Producing Nigeria Unlimited, Geco Prakla Nigeria Limited, Schlumberger Group companies in Nigeria, Transocean Sedco Forex, the IFC, companies in the Sea Trucks Group in Nigeria, companies in the Cotecna group in Nigerian British Airways, Air Atlanta, the McDonnell Douglas Corporation and Dallas Airmotive, to name a few. The wealth of experience of this vibrant team is vested in its members, many of whom are not only qualified barristers and solicitors but arbitrators, mediators and conciliators with practical experience in a

diverse range of corporate and commercial matters. Members of the Litigation, Arbitration and Dispute Resolution team have written extensively on commercial litigation and arbitration issues. For instance, they have written several papers on Nigerian environmental law and arbitration including Enforcement of Arbitral Awards in Nigeria, Arbitration in Nigeria: An Examination of the Lagos State Arbitration Law, Setting Aside of Arbitral Awards on Grounds of Misconduct and more.

LITIGATION, ARBITRATION AND ALTERNATE DISPUTE RESOLUTION Advised/Represented: British Airways in Nigeria, and successfully defended British Airways against several allegations by the Nigerian Civil Aviation Authority of breach of over-pricing, imposition of fuel surcharge, and breach of aviation regulation; Air Atlanta in claims against Nigerian Airways for recovery of over US$9 million debt arising from wet lease of aircrafts; McDonnel Douglas Corporation in a suit for negligence and claims for compensation arising from an air accident in Saudi Arabia; Dallas Airmotive in a suit at the Federal High Court in several suits arising from the ill-fated crash of a BAC 111 owned by Executive Air Services Limited at the Aminu Kano International Airport in Kano; Mobil Producing Nigeria in over three thousand various litigation cases; Geco Prakla Nigeria Limited, a seismic company against several suits by compensation claimants in several courts in Bayelsa, Delta, Edo, Imo, Abia, and Rivers States; Schlumberger group of companies including Schlumberger Nigeria Limited, Dowell Schlumberger Nigeria Limited, Schlumberger Anadril Nigeria Limited, etc in most cases instituted against or by any member of the group; Transocean group of companies including Sedco Forex Inc in most cases instituted against or by any member of the group; Sea Trucks group of companies including Sea Trucks Nigeria Limited, Walvis Nigeria Limited, West African Ventures Limited, in all cases instituted against or by any member of the group; Tidewater Inc. including Tidex Nigeria Limited, in all cases instituted against or by any member of the group;

Sea Trucks Group in an arbitration in respect of a dispute arising from the charter of vessels for supply of services to oil rigs and offshore installations; Maritimex Offshore Limited in a suit against Acergy West Africa SASU and others, and arresting “Acergy Orion”, an oil drilling rig; a major oil service multinational in a suit at the Federal High Court for several orders including an order to disconnect a crude oil loading equipment belonging to “m/v Knock Taggart” from an FPSO; a major multinational oil service group in a suit on inapplicability of the statutory 2% surcharge t o oil drilling rigs under Cabotage Act of 2003; Bank PHB in an action by a group of shareholders in respect of the then proposed recapitalisation of the bank. Contacts: Uzoma Azikiwe, Festus Onyia

LAGOS OFFICE St. Nicholas House (10th and 13th Floors), Catholic Mission Street, Lagos, Nigeria. 234 1 4622307-10 [email protected] This material is for general information only and is not intended to provide legal advice. © UDO UDOMA & BELO-OSAGIE, 2015