Couto, Graça e Associados Limitada (CGA)

Chairman: Pedro Couto

Managing Partners: Pedro Couto, Telmo Ferreira

Number of partners: 8

Number of lawyers: 29

Languages: Portuguese, English, French, Spanish

Firm Overview:

CGA is a Mozambican law firm integrating multidisciplinary and focused teams with expertise in various fields of law that work in collaboration and share knowledge and information, in order to satisfy our client´s needs and expectations. Our firm embraces a spirit of diversity and inclusion and our lawyers are committed to create enduring client relationships founded in a value driven culture employing safe, pragmatic and innovative legal solutions tailored to each client´s requirements.

Our recognized expertise in the fields of corporate and commercial law, regulatory compliance and public law, banking and finance, capital markets, real estate, tax, labor and employment law, arbitration and litigation, information technology law and aviation and maritime law, afforded CGA a consistent top tear firm ranking by top ranking agencies, namely Chambers Global Guide, Legal 500 EMEA and IFLR1000 Financial and Corporate Guide. We are also the only Mozambican firm listed among the Top 50 largest law firms in Africa in accordance with Africa Legal.

By being a full member of CMS Legal, CGA is able to offer its clients a unique, comprehensive, and multi-jurisdictional approach, providing access to a global community of more than 5,800 lawyers spread across 74 cities and 44 countries.

Main Areas of Practice:

The firm’s corporate and commercial practice advises clients on national and international corporate transactions, including mergers and acquisitions, capital market, joint ventures, private equity investments, corporate restructurings, corporate governance, assets and business transactions and collaboration agreements. This includes:

■ Revision and changes to the entities of Association and other relevant governance, documents for several banks operating in Mozambique;

■Indirect Transfers of Cimentos de Moçambique;

■Assistance to the Government of Mozambique on negotiations to acquire participating interests on Hidroelectric of Mpanda Nkuwa, S.A

■Assisting Rovuma Basin Area 4 concessionaires on the transfer of a participating interest by ENH;

■ Sale of shares in Mozal by Mitsubishi Corporation to South 32;

■ Sale of participating interests of the Sasol group in CTRG;

■ Tropigalia's IPO and listing with the Mozambican stock exchange ;

■ Legal Assistance on the acquisition of ABC by Access Bank;

■ Legal assistance on the merger of ABC and Access Bank;

■ Legal assistance to concessionaires and operators of area 4 Concession of the Rovuma Basin;

■ Transfer of participating interest on the operator of the Coral FLNG project (Operator of the Coral South reservoir of the Rovuma Basin);

■ Public offer of shares on Beverage and Energy sectors and listing with the Mozambican Stock Exchange

■ Acquisition of 49% of a Cement Company;

■ Sub-concession of a power plant ;

■ Assignment of 15% of a major hydroelectric company;

■ Issuance of bonds by Financial Institution and respective listing before the Mozambique Stock Exchange;

■ Restructuring of Telecommunication Company’s share capital;

■ Merger of banks;

■ Merger of insurance companies;

■ Acquisition of a beverage business ;

■ Transformation of paper factory;

■ Regulatory intervention of a bank followed by a reduction and increase of its share capital ;

■ Acquisition of control of a bank,

Partners: Telmo Ferreira, Emília Camacho

Banking & Finance:

The firm’s specialized finance practice includes counseling to all corporate and structured finance transactions, including asset, acquisition, corporate, project, and structured financing; sale-and-leaseback transactions; other models of asset outsourcing; asset, mortgage, and synthetic securitizations; assignments of credit; issuing of fixed-income and structured instruments as well as other financial instruments; and consumer credit.

■ Legal Assistance on the acquisition of ABC by Access Bank

■ Legal assistance on the merger of ABC and Access Bank

■ Incorporation of banks

■ The regulatory intervention of Bank institution

■ Merge of Mozambican Banks

■ Legal Assistance regarding the Final Investment Decision and fulfillment of Conditions Precedent regarding Coral FLNG project(Operator of the Coral South reservoir of the Rovuma Basin)

■ Establishment of branches of foreign credit institutions

Partners: Pedro Couto, Telmo Ferreira, Célia Francisco

Cross Border Financing:

■ Legal assistance on a syndicated loan for the national sugar distributor in the country;

■ Legal assistance in the restructuring in a forming loan granted to a Mozambican hotel;

■Assistance with the financing of the Area 4, FLNG facility, operating on Rovuma Basin

■Legal assistance in a restructuring of a loan in a major shopping mall in the country;

■ Legal assistance in the loan finance for a public company, for the purposes of importation of fuel;

■ Legal assistance in a lending transaction in which a Mozambican entity provided security withMozambican Property for a foreign lending

■ Legal assistance in loan finance for financial institution operating in Mozambique

■ Legal assistance in loan finance for the rehabilitation of the emergency network of the electricity operating company

■ Legal assistance in loan finance for the rehabilitation of a pipeline

■ Legal assistance in loan finance for a financial institution for ultimate use finance a public company

Partners: Pedro Couto, Telmo Ferreira, Célia Francisco

Public Law & Regulatory Compliance:

CGA has a dedicated Energy, Natural Resources and Infrastructure Division catering to a wide range of transactions in oil, gas and power sectors (conventional and renewable energies) and infrastructure. Contractual arrangements such as concession contracts under the PPP regime, production sharing agreements, participation agreements, royalty agreements, joint bidding agreements, PPAs, JOAs, turnkey and other construction contracts,equipment and service purchase contracts. Experience comprises, among other:

■ Legal Assistance in development of two Pv power projects until the financial close.

■Legal advice to the sponsors in respect of a non-recourse project finance for the solar project 30 MW PV Power Project.

■Advising the lenders on the development of 100 MW wind project, is first of its kind in Namaacha

■Legal Assistance to the Game Reserve Project, is situated in southern Mozambique and shares its borders with South Africa’s Kruger National Park and Limpopo National Park. The Project is a greenfield project for the creation of a private conservation reserve that extends between two provinces of Mozambique in a total area of 150,000-hectare (371,000-acre)making it one of the largest protected area systems in the world.

■Legal assistance for the development of LNG terminals in Mozambique, in a partnership between LNG company and State-owned company

■Legal assistance to the construction of the largest hydropower Project of Mphanda Nkuwa, includes the development of a run-of-river dam located 61 km downstream of Cahora Bassa on the Zambezi River in Tete Province.

■Legal assistance to an oil company with the government of Mozambique for the negotiations on the LNG projects

■ Legal Assistance for the development of a solar IPP project in relation to the PROLER Project (Promotion for Auctions of Renewable Energy Projects)

Partners: Pedro Couto

Foreign Investment:

The firm has been advising all major companies on structuring of foreign investments in Mozambique regarding the specific framework for the realization in the Mozambican territory of ventures that involve national or foreign private investments in order to assure the legal protection of goods and rights.

■ Advising a group of hotels on the investment extension of US$ 17.5 million for purposes of rebuilding and renovation of the hotel and capital increase of share capital by means of new capital contributions in by converting a credit vis-à-vis

■ Loan restructuring on amount of US$ 10 million

■ Ownership restructuring including competition regulatory matters worth US$ 4 million

■ Advising a group of hotels in the increase of share capital

■ Advising a petroleum company on the investment extension for purposes of the rebuilding of Matola Terminal and upgrade of Beira and Nacala Terminals

■ Advising Chinese mining company, Chinese entities and bid winners for the Chibuto Heavy Sands Deposit project in Mozambique

■ Advising acquisition and rebuilding of hotel worth USD 30 million

■ Advising mining company on transfer of shares

■ Advising on dissolution and liquidation of an hotel company operating on tourism area

Partner: Faizal Jusob

Litigation:

The firm provides clients with representation in all types of litigation; focusing on matters of commercial, civil, criminal, and administrative law. It also provides representation in mediation and arbitration.

Partner: Álvaro Pinto Basto

Labour & Employment:

The firm provides clients with multiple services, from strategic planning of employment-specific treatment required by senior management, employment due diligence, as well as client representation during inspections by labor authorities, and in labor disputes, negotiations, and litigation. This includes:

■ Draft/Review HR policies

■ Provide comprehensive and strategic employment advice including the process of termination of employment contracts, retrenchment process, calculation of severance, etc

■ Draft/review templates of employment contracts according to the local law

■ Help Clients to understand compliance labor requirements

■ Advice on disciplinary proceedings

■ Advice on labor lawsuits

■ Assisting Clients on their needs regarding and immigration law in order to obtain work and residence permits

■ Internal and external audits and compliance for NGOs

■ Advising on structuring the major factory in the sugar sector in Mozambique

■ Legal assistance on the acquisition of ABC by Access Bank

■ Legal assistance on the sale and acquisition of BP assets (including employees) by Total

■ Assistance on the merger of the main insurance company´s in Mozambique

■ Empoyment advisory: recruiting, retaining and management of secondments

Employment litigation

■ Judicial

■ Arbitratrion

Pension Advisory

Pension and Labour Insurance litigation

Partner: Rui Loforte

Intellectual Property:

The IP area provides legal advisory services in the process of registration of trademarks, patents, internet domain names, management, follow up and litigation of trademarks, patents, industrial designs as well as on the copyrights.

Partner: Rui Loforte