CONCESSION AGREEMENT FOR NIMASA FLOATING DRY DOCK (2022)
Our firm developed and helped negotiate and finalize the Concession agreement for
NIMASA floating Dry Dock.

PARTIAL COMMERCIALIZATION OF RIVER BASINS DEVELOPMENT
AUTHORITIES (RBDAS) TRANSACTION AND ADVISORY SERVICES
FOR THE FEDERAL BUREAU OF PUBLIC ENTERPRISES 2018 – 2020
A&E Law Partnership leads the Agric Africa A&E Law Partnership Infrastructure
Consortium providing Transaction Advisory Services for commercialization of the
RBDAs. The main objective of the advisory service is to restructure and reposition the
RBDAs for partial commercialization operations. The service which is a pilot exercise
was undertaken in four RBDAs namely, Sokoto-Rima River Basin Development
Authority Sokoto, Niger Delta Basin Authority Port Harcourt, Ogun-Oshun River
Basin Development Authority, Abeokuta and Upper Niger River Basin Development
Authority Minna. Our firm led a multi-disciplinary consortium, made up of three (3)
international firms and seven (7) local firms to successfully deliver this service.
Amongst other activities, the consortium reviewed all existing policies, laws and
regulations that govern the water sector in Nigeria and recommended measures to
mitigate constraints to the implementation of partial commercialization of the
RBDAs, we undertook audit, verification and valuation of assets of the four (4)
named RBDA including status of title documents of their lands and recommended
viable commercialization strategy. The project specifically undertook one (1) full
feasibility study for one of the pilots RBDAs and one (1) pre-feasibility study in each
of the other three RBDAs. The project also designed a new quality management
system for the four pilot RBDAs, and designed new institutional structures for the
commercialized RBDAs including a new corporate governance system etc.

CONCESSION OF THE NATIONAL THEATRE FALLOW LAND,
NATIONAL THEATRE COMPLEX IGANMU LAGOS/BGL SECURITIES
/BGL CONSORTIUM IN 2015 – 2016

Our firm provided transaction advisory services for the development of 134 hectares of prime land, part of the National Theatre compound at the centre of Lagos by way of concession into a new entertainment city to host a Five Star Hotel, International Shopping mall, Amusement Park, Multi Storey Car Park, Office Complex, Entertainment Arcade, Power Plant, Water Park etc.

CORPORATE RESTRUCTURING FOR NIGER DELTA POWER HOLDING
COMPANY (NDPHC) AND ITS SUBSIDIARY COMPANIES AND PRIVATE
SECTOR OWNERSHIP/MANAGEMENT OF NIPP GENERATION ASSETS AND INVESTMENT PROTECTION FOR NIPP GAS, TRANSMISSION AND
DISTRIBUTION ASSETS IN 2011 – 2014:

Our personnel were a member of the CPCS legal team led by Benchmark and Ince. Our personnel were part of the team that rendered legal due diligence on NDPHC and its ten (10) subsidiaries to determine their ownership, legal structures, corporate governance structures, assets and liabilities. The project scope in which our personnel participated included and assessment of the relevant sector-wide laws and regulations on NDPHC and NIPP investments. They also recommended the strategy for divestment, supported the preparation of the info memo RFP as well as the preparation of share sale/purchase and all related agreements, in addition to being part of the team that negotiated and finalized all agreements.

CONCESSION OF OFFSHORE WASTE RECEPTION FACILITY (2002)
We acted for XPO Marine Services in their successful bid for concession of one of
NIMASA’s Offshore Waste Reception facilities and helped negotiate and finalize the
agreement.

CONCESSION FOR THE DESIGN, DEVELOPMENT, DEPLOYMENT AND
MANAGEMENT OF A SECURE E-TICKETING SOLUTION FOR THE
WARRI-ITAKPE TRAIN SERVICES (LOT 2) ON A DESIGN, FINANCE,
BUILD, OPERATE, MAINTAIN & TRANSFER (DFBOMT) PPP
ARRANGEMENT. (2022)
We acted for Fane International Consult Ltd Consortium supporting its successful bid
and helped negotiate the Concession Agreement with the Nigerian Railways and the
FGN team.

ENYIMBA ECONOMIC CITY DEVELOPMENT COMPANY LTD
HIGHWAY DEVELOPMENT AND MANAGEMENT INITIATIVE (HDMI)
CONCESSION PROGRAMME (HDMI) ROAD PROJECTS 2021-2022)
We supported Enyimba Economic City and its Consortium members in successfully
bidding for and securing Concession for the 200 Kilometres Port Harcourt Enugu
Expressway and the 164 Kilometres Onitsha-Owerri -Aba Highway under the
Highway Development and Management Initiative (HDMI) concession programme
aimed at propelling rapid economic development and growth through the haulage of
passengers and goods.

ENYIMBA INDUSTRIAL CITY PROJECT, CROWN REALTIES PLC/ABIA
STATE GOVERNMENT:2017 – ONGOING:

Our personnel developed the transaction structure, instruments and all related agreements, including the draft Abia State Economic Zone bill. The Enyimba Industrial Zone is a designed as a global economic hub and free trade zone. It comprises of four industrial production zones including an oil, gas and chemicals precinct, theme Park, Inland Port, Trailer Transit Park, Medical City, Entertainment City etc. This private partner in this project through a Special Purpose Vehicle (SPV) jointly owned with the State government and host communities has designed, fully prepared the project and is currently financing this 9,464 hectares new city.

INVESTMENT AGREEMENTS BETWEEN NIGERIA SEZ INVESTMENT
COMPANY LTD (FGN), ABIA STATE GOVERNMENT AND ENYIMBA
ECONOMIC CITY DEVELOPMENT COMPANY LTD(EECD):
We supported EECD to structure, negotiate and reach commercial close on
FGN/NZESCO investment and acquisition of 20% equity stake in the EECD PPP
vehicle for a value of N10,000,000,000 (Ten billion naira only). This included
completion of both shareholder and share subscription agreements between the
parties.

BARNES & TUBBIES LTD (B&T Ltd); PPP PROJECT TO PROVIDE
UNITED NATIONS SPECIFIED MILITARY CONTINGENT OWNED
EQUIPMENT FOR USE BY NIGERIAN TROOPS AND OTHERS IN
GLOBAL PEACE KEEPING OPERATIONS 2018 -2020:
We supported B&T Ltd in document preparation, transaction structuring,
troubleshooting, securing ICRC Compliance certification, drafting and negotiation of
concession agreement with an Inter-ministerial committee led by the Federal Ministry
of Finance for the purchase of six C130-30J aircrafts as part of the UN Contingent
Owned Equipment Program for global peace operations with Nigerian troops. The
agreement is awaiting FEC final approval.

ENYIMBA/AFRINVEST 2022- ONGOING

We represented EECD in the conduct of due diligence for financing of the Enyimba Economic City by AfreximBank. The due diligence process involved an in-depth analysis of the project preparation standards and outputs, company’s financial and operational performance, compliance to corporate governance rules, as well as an assessment of the risks and opportunities associated with the project. We meticulously reviewed Enyimba’s financial statements, business plans, and other relevant documents to ascertain its viability and trustworthiness.

DUE DILIGENCE ON BOO WATER SUPPLY SYSTEM FOR ENUGU
STATE, GRAHAM TEK NIGERIA LTD./ GRAHAM TEK SA IN 2010 – 2011
We provided services which included due diligence and development of an
Agreement for portable water production and bulk supply by our client, Graham Tek
Nigeria Ltd./Graham Tek SA to the Enugu State Water Corporation on a proposed
BOO Arrangement. It involved the review of laws, institutional arrangements and
practices of the Enugu State Government regarding water supply and recommendation of an optimum PPP model.

TRANSACTION ADVISORY FOR ERHC OVER (LEGAL, TECHNICAL
AND FINANCIAL DUE DILIGENCE) PROVIDENCE RESOURCES
NIGERIA LTD (A COMPANY INCORPORATED IN THE VIRGIN ISLANDS)
ON ITS PROPOSED ACQUISITION BID IN 2010

A&E Law rendered legal, technical and financial due diligence services in relation to Providence Resources Nigeria LTD (a company incorporated in the Virgin Islands). Our firm providedadvisory services to ERHC, an American publicly quoted company seeking to acquire interest in the subject company. We provided legal, technical and financial due diligence on the company, its affiliates, oil and gas assets including OML 113. We hired a technical and financial consultant, whose implementation and output were supervised by our firm. The due diligence on the company included identification, tracing and verification of company assets and liabilities, which comprise but are not limited to the verification of share capital history, shareholding structure, assets and liabilities, verification of ownership of assets, and direct or contingent liabilities, detailed evaluation of legal, financial and technical viability of OML 113 and the company. We also prepared a detailed acquisition proposal including legal, macro-economic and technical evaluation of the company and its assets.

LEGAL ADVISORY PARTNERSHIP (LAP) 2005:

A consortium of six Nigerian law firms and one English firm engaged by the Bureau for Public Enterprises (Under a UK DFID support) to provide Senior Legal Support to the Director–General to which we are members. This project which has the participation of many other Partner and Non-Partner consultants carried out the following assignments:
● Reviewed BPE wide privatization procedures and recommended the establishment of success critical formal stages in the privatization process;
● Established key external-adviser approval points in the privatization process (as
management support tools for the Director General, BPE, standard procedures (and
relevant standard documentation) for the management of privatization transactions
based on the approval points in the privatization process, (as management support
tools for the DG BPE and legal Department);
● Developed (and updated) in consultation with BPE staff, standard procedures,
checklists and relevant standard documentation for the management of privatization
transactions based on the approval points;
● Rendered many opinions to BPE on issues ranging from constitutionality of the
Privatization Process, Post privatization disputes, to treatment of Pension liabilities of
privatized public enterprises.

ADVISORY SERVICES FOR BPE 2007 (LAP)

Playing a key role in the teams’ work advising on key processes for reform effectiveness and revising, several legislations were proposed for reform such as:
● Petroleum Industry Reform Bill 2006

● Inland Waterways Authority Bill 2006
● National Transport Commission Bill 2006
● Nigerian Railway Authority Bill 2006
● Ports & Harbour Bill 2006
● Down Stream Gas Bill 2005

ADVISORY SERVICES FOR BPE 2006.

Members of Legal Advisory Partnership (LAP) team engaged by the Bureau for Public Enterprises (Under UK DFID support) that provided senior Legal Support to the Director–General as a follow up on an earlier concluded contract, The new assignment included; drafting NCP Regulations in order to give effect to some provisions in the Privatization and commercialization Act; Reviewing Standard Transaction Documents, Support transition to the implementation of new procedures devised by LAP under an earlier contract and, training BPE Management and staff on the application of the new procedures manual, Ad hoc legal advice on discrete issues, negotiation of transactions, revision and production of several standard documents and procedures.

BPE/ UK DFID (LAP) 2006-2009

Senior Legal Support to the Director–General on as a follow up on an earlier concluded contract. The assignment included: researching and drafting NCP privatization regulations in order to give effect to some provisions in the Privatization Act; revising all standard transaction documents, supporting transition to the implementation of new procedures devised by LAP under an earlier contract, training BPE Management and staff on the application of the new procedures manual, Ad hoc legal advice on discrete issues, providing legal opinions on varying issues including but not limited to International arbitration, escrow arrangements for SSPA and constitutionality of privatization, negotiation of Share purchase , concessions and other forms of PPPs.

PPP IN AGRICULTURE

Our firm articulated and recommended an optimum legal structure for a Public Private Partnership between a state government in South-Eastern Nigeria, local private sector organizations and an American Corporation in respect of proposals for the establishment of an Agro industry engaged in a cassava planting and processing industry as a way of jumpstarting private sector investment in agriculture in the state.

ADVISORY SERVICES TO SHELTER CONCEPTS LTD, 2005

Our firm advised and guided Shelter Concepts Ltd., a Nigerian Housing Development
Company in consideration of a proposed acquisition bid for Baico Building Society
Ltd a Nigerian licensed Mortgage bank.

WORLD BANK IN 2016 – 2017. DEVELOPMENT OF PPP DISCLOSURE
STANDARDS FOR NIGERIA/KENYA/GHANA/HONDURAS

Our personnel was the National Consultant for the World Bank headquarters Cross-Cutting Solutions Unit in Nigeria that evaluated local laws regulating public disclosure of PPP information, extant disclosure practices at the Nigerian Sovereign Investment
Authority (NSIA) and related public institutions, including the Infrastructure
Concession Regulatory Commission (ICRC). Our personnel also consulted widely
with stakeholders, public agencies, debt and equity financiers, transaction advisers,
concessionaires and CSOs; and used the World Bank disclosure standard to determine
what is applicable in the Nigerian environment. This resulted in the development of a
workable local disclosure standard for the ICRC and NSIA, and further supported
oversight on the development of the disclosure portal by another firm. Our personnel
provided support for the assignment’s stakeholder sensitization program. The ICRC
portal which has been launched can be accessed at https://ppp.icrc.gov.ng.