Savjani & Co. has conducted a vast number of due diligences in varying capacities. We have acted for both investors, lenders, and the targets themselves in a host of transactions. Some select experience can be found below.
Top Due Diligence Matters
- In 2018, Savjani conducted a due diligence on two major companies in the agriculture sector. The due diligence was an extensive, exceptions only due diligence on the Target companies. The due diligence comprised of reviewing:
- corporate information (company standing, title to shares and corporate filings).
- review of sample / model for standard employee contract of each relevant company.
- licensing of business activities and regulatory documentation.
- real properties (licenses, leases and ownership).
- contractual agreements with.
- material suppliers and customers.
- banking, financial and security agreements.
- review of pro forma employment contracts with senior management.
- material litigation.
- We acted for Paladin Energy Limited, and Paladin Africa Limited, its subsidiary in Malawi (collectively referred to as (Paladin). We advised Paladin from the inception stages of the mining project, throughout their negotiations with the Malawi Government for the grant of a mining license and the terms of a development agreement entered into with the Government, construction of the mine up to commissioning of the mine, and thereafter operation of the mine and finally putting it under care and maintenance. The due diligence dealt with:
- Land ownership in the project area including rights of the Paladin in respect of land over which the Mining License had been granted.
- Landowners rights and minerals ownership.
- Ownership rights in relation to any infrastructure built in the project area by Paladin.
- Whether a lease or license over the project area could be granted by the State to Paladin.
- Constitutional rights or other recognised legal rights of landowners.
- Compensation arrangements between landowners and Paladin.
- Medical, social services and other social responsibility obligations of Paladin under the project documents and Malawi law.
- As legal counsel, Savjani & Co. among other things in relation to the initial public offering and listing, carried out a due diligence exercise throughout the process to check, on the face of it, that all the required documents were in compliance with the requirements of the MSE Listing Requirements, the Companies Act and the Securities Act.
- Instructed by China Gezhouba Group International Engineering Company Limited to conduct an extensive legal due diligence on every aspect of the law and regulations relating to power generation (coal – fired power in particular,) construction, public procurement and public private partnerships. We also considered and reviewed various agreements including a Framework Agreement, Shareholders Agreement and Shareholders Loan Agreement. The matter was important as (i) the subject of independent power generation is a new area of law in Malawi and (ii) it assisted the client to determine the legal frame work relating to its proposed investment in Malawi.
- We advised various lenders in relation to a proposed wet and dry port project including conducting legal due diligence on land acquisition processes for purposes of the project (including payment of compensation to occupiers of the land) and issues relating to a proposed project agreement with the Malawi Government.
- We advised Gardaworld, and conducted a comprehensive due diligence on all aspects of the transaction regarding the sale and purchase of KK Security (M) Limited a Malawian subsidiary of a Kenyan Security Company (with operations in various countries including Kenya, Rwanda, Tanzania etc).
- We conducted a comprehensive due diligence on the Malawi subsidiary of the Export Trading Group (Mauritius), a commodities trading company, in respect of the potential acquisition of a stake in the Export Trading Group (Mauritius), by Standard Chartered Bank’s (Mauritius) private equity arm on instructions from Anjarwalla and Khanna, Advocates from Kenya.
- We conducted a local due diligence on a telecommunications project on instructions from Herbert Smith LLP of Dubai.
- Intertwined with our due diligence experience is our dealings in transactions with in which government agencies were involved. Our work has involved liaising with / obtaining licenses and consents from various government agencies. We have also dealt extensively with issues of investment incentives, guarantees against expropriation, nationalization and confiscation, priority access to foreign currency and waiver of sovereign immunity in relation to guarantee obligations.