1 Africa Newsletter n°1 – Q1 2016 Summary BUSINESS ENVIRONMENT BY PRACTICE AREA 4 ARBITRATION 4 PUBLIC LAW AND PROJECT FINANCE 4 INTELLECTUAL PROPERTY 5 CORPORATE 5 LEGAL INFORMATION BY COUNTRY 6 MOROCCO 6 GABON 7 BURKINA FASO / IVORY COAST 7 CAMEROON 8 BENIN 8 BURKINA FASO 8 SENEGAL 8 CONTACT ERROR! BOOKMARK NOT DEFINED. 3 Bird & Bird - Africa Desk - Newsletter 3 Africa is currently experiencing exponential growth due to a business environment which fosters project development. Farming, extractive industry, infrastructure, works and services are the driving forces of this economic development. With the benefit of many years of involvement with Africa, Bird & Bird can assist with diverse projects and provide its legal knowledge and experience of Africa to institutions, companies and investors. This newsletter, to be published on a regular basis, gives an overview of some of the key events which are impacting the African continent at a legal and economic level. 4 Bird & Bird - Africa Desk - Newsletter 4 ARBITRATION Arbitration in Africa – a growing market Over the last decade, Africa’s dispute resolution market has seen an increase in the number of arbitration centres. Parties seeking to arbitrate in Africa now have a choice between several well-established local African arbitration centres, including the Cairo Arbitration Center (CRCICA), the Arbitration Foundation of Southern Africa (AFSA), the Kigali International Arbitration Center (KIAC) and the Nairobi Centre for International Arbitration (NCIA). In Western and Central Africa, while the leading arbitral centre remains the Common Court of Justice and Arbitration (CCJA) based in Abidjan and established by OHADA, other regional arbitration centres such as the Lagos Court of Arbitration have recently been created. This development is related to Africa having become an important investment destination, in turn leading to an increasing number of disputes. For instance, the total number of arbitration cases filed with CRCICA up to 31 December 2013 reached 1016 cases. In 2014, 74 new arbitration cases were filed. While there is still room for improvement to establish effective alternative dispute resolution mechanisms in Africa, it appears that the continent is making considerable progress in promoting its arbitration centres and becoming more arbitration-friendly. For more information about the above development, please don’t hesitate to contact: Annet van Hooft firstname.lastname@example.org PUBLIC LAW AND PROJECT FINANCE Morocco: a new law on PPPs comes into force The law n°86-12 on public-private partnership, promulgated by the Dahir n°11-14-192 of 1er Rabbi, 1436 (24, December, 2014) came into force on 4 June 2015. This date is also the date of its implementing decree (decree n°2-15-45 from May 13 2015). This law complements the existing public procurement tools in Morocco, such as the law regarding public service concessions, made in 2006, and the public procurement Code. Unlike the existing tools, the public-private partnership contract gives the public entity the advantage of allowing it to entrust an overall mission of financing, designing, building or rehabilitation, operating and maintenance of a work, to a sole partner which is responsible for the project in relation to the public entity. This new contractual tool available to the State, the public institutions of the State and public companies offers a welcome clarification of the legal framework for PPPs in Morocco. The existence of a clear legal framework should be key to encouraging investors or sponsors, whether they are Moroccan, international or multilateral to accelerate investment in public infrastructure, while allowing public authorities to keep control of the quality and costs of these infrastructure projects. For more information about the above development, please don’t hesitate to contact: BUSINESS ENVIRONMENT BY PRACTICE AREA 5 Bird & Bird - Africa Desk - Newsletter 5 Sophie Pignon email@example.com Driss Bererhi Driss.firstname.lastname@example.org INTELLECTUAL PROPERTY Morocco: European patents validated Since 1 March 2015, patent applications filed before the European Patent Office (EPO) can take effect in Morocco thanks to a “validation agreement” signed on 17 December 2010. For payment of a €240 fee, the European patent is validated in Morocco and has the same effect as a Moroccan national patent filed before the OMPIC (Moroccan patent office). Morocco has thus become the 41st country in which a European patent can take effect and, most notably, the first in Africa. The EPO aims to extend this type of agreement to other countries. In fact, a convention with Tunisia was signed in 2014. It will enter into force when ratified. For more information about the above development, please don’t hesitate to contact: Yves Bizollon email@example.com CORPORATE Morocco: Law on public listed companies is close to being published Law n°78-12 relating to public limited companies and adopted by Dahir n°1-15-106 was published in the Official News Bulletin on 18 August 2015. This law results from the authorities’ will to adapt the Moroccan legal framework to the evolution of business in the context of globalisation. Some particular points of note: Some provisions allow for the strengthening of shareholders' rights, thanks to better information and more efficient monitoring of regulated agreements. The law also changes regulation on repurchase operations of their own shares by companies. Some provisions allow for softer governance of companies. A flexible measure is adopted with the optional appointment of a Vice President in the supervisory board. The management board may also call a shareholder meeting. An audit committee shall be set up in listed companies. For more information about the above development, please don’t hesitate to contact: Sophie Pignon Sophie.Pignon@twobirds.com 6 Bird & Bird - Africa Desk - Newsletter 6 MOROCCO Moroccan decentralisation: an example of development in Africa Regardless of the administrative level (e.g. local for a municipality, regional for a region), economic, social, cultural and environmental development tools for decentralisation in Morocco were central to the work of the 7th edition of Africities held from 29 November to 2 December 2015. This work put the Moroccan experience at the centre of discussions as an example to be shared with governments in Africa. Several key actions were highlighted. For example, Ben Buerir is currently a large open site, thanks to a megaproject with the "Green City Mohammed VI" launched by HM the King. It is an example of sustainability, complying with the international environmental standards, LEED (Leadership in Energy and Environmental Design). Morocco is also at the forefront of the intelligent management of cities, among which Casablanca’s e-Madina1 cluster, the objective of which is to create and animate a "smart city" ecosystem with public and private stakeholders. In addition to these flagship initiatives, Morocco has been engaged in a process of decentralisation since the constitutional reform of 2011. This reform, known as "advanced regionalisation" is a revolution which has a direct impact on the change that will affect Moroccan cities in the coming years. Southern regions for example benefit from a renewed management, placing the region as a leader of local development. In this regard, the King Mohamed VI said "Morocco has the right to open the door to its partners, states and global companies to take advantage of investment opportunities that the region will offer thanks to major projects to be launched". A new regional map was published in February 2015. Three organic laws were then adopted by Parliament in June 2015 and took effect as of last September’s local authority elections. This is the Organic Law No. 111-14 on the regions, the Organic Law No. 112-14 on prefectures and provinces and the Law No. 113-14 on municipalities. The principles of free administration of communities and subsidiarity have been introduced and their actions are subject to strict control. The general competence clause was dropped. The following texts provide a type of functional specialisation of different communities defined as: - The field of competence of region focuses on economic development, vocational training, employment, transportation, culture, environment, etc. - The field of competence of prefecture (or province) focuses on school transport in rural areas, construction and maintenance of rural roads in particular. - The field of competence of municipality focuses on creation and management of local public services. These reforms will undoubtedly allow communities to lead their own projects and therefore offer investment opportunities which will favour the adoption of a law on public-private partnerships2 as well as its implementing decree3. 1 www.e-madina.org 2 Loi 86-12 entrée en vigueur le 4 juin 2015. LEGAL INFORMATION BY COUNTRY 7 Bird & Bird - Africa Desk - Newsletter 7 For more information about the above development, please don’t hesitate to contact: Sophie Pignon firstname.lastname@example.org GABON Building project of two hydroelectric plants The Minister of Energy and Water Resources announced at the beginning of February 2016 the launch of the building of two hydroelectric plants, probably at the sites of Fé II and “Impératrice Eugenie” falls. A few days earlier, the Minister hosted a delegation from China Gewhuba Group Corporation, a Chinese building company. The building cost is estimated at FCFA 119 billion (€ 181 million). These investments aim to upgrade electric generation capacity to 1200 MW by 2020, in a country where 10% of the population still can’t access electricity. For more information about the above development, please don’t hesitate to contact: Sophie Pignon Sophie.Pignon@twobirds.com Seven laws to authorise borrowings to finance infrastructure projects On 29 January 2016, the Council of Ministers validated seven projects and authorised the State to borrow from various financial institutions (BDEAC, BIRD, Société Générale, China Exim Bank, Industrial and Commercial Bank of China) to finance infrastructure projects. The validation includes building and rehabilitation of stadiums in view of the 2017 Africa Cup of Nations (CAN) and design and building of roads. The “Agence Nationale des Grands Travaux d’Infrastructures” will steer and monitor the implementation of the projects, particularly for the rehabilitation of the President Bongo Stadium. For more information about the above development, please don’t hesitate to contact: Sophie Pignon Sophie.Pignon@twobirds.com BURKINA FASO / IVORY COAST New concession agreement is close to being signed with Sitarail for the railway between Ouagadougou and Abidjan Sitarail, a Bolloré Group subsidiary, will renew concession agreements with Burkina Faso and Ivory Coast for the railway between Ouagadougou and Abidjan. The 30-year concession will allow Sitarail to rehabilitate and operate the infrastructure and support €400 million of investment. Sitarail will also buy rolling stock for €10 million. While the Ivory Coast government has already signed the contract, signature by the Burkinabe government is expected soon. Works are already in progress in Abidjan. For more information about the above development, please don’t hesitate to contact: Sophie Pignon Sophie.Pignon@twobirds.com 3 Décret n°2-15-45 du 13 mai 2015. 8 Bird & Bird - Africa Desk - Newsletter 8 CAMEROON Extension of the Kribi harbour will be financed by a loan from China Exim bank Working relating to part II of the extension project of Kribi harbour will be supported financially by Chinese bank, China Exim-Bank. Solicited by the Cameroon authorities, the financial institution agrees to provide a loan of more than EUR618 million with a 2% interest rate. The total amount of this part of the project is estimated at EUR726 million. The Cameroon State will finance 15% in equity. Works are being carried out by China Harbour Engineering Company (CHEC), as member of a Consortium comprised of Bolloré and CMA CGM, which was awarded the contract to develop and operate the Terminal in August 2015. Sophie Pignon Sophie.Pignon@twobirds.com BENIN PPP signed with Canal + for implementation of optical fibre network The société beninoise d’énergie électrique (SBEE) signed a PPP with French group Canal + for the implementation of an optical fibre network via an electrical network belonging to SBEE. In the context of the PPP, SBEE will receive a tax relating to the use of its network. Services will be first provided to Cotonou inhabitants, then to others cities in the country. This partnership will enable reinforcement of Internet access in this country, where only 3.5% of the population currently has decent access to the Internet. Sophie Pignon Sophie.Pignon@twobirds.com BURKINA FASO Burkina Faso: financial support from the World Bank for the construction of a thermal power plan On 9 February 2016, the World Bank announced financial support of between $ 80 to 100 million for the construction of a thermal power plant of 50 megawatts in Burkina Faso. This project aims to reduce the energy deficit of the country - estimated at 140 megawatts - which is a major obstacle to its economic growth. During this announcement, Vice President of the World Bank, Makthar Diop, also encouraged authorities to attract private investors in the field of energy production, developing public-private partnership and improving governance of the National electric company of Burkina (SONABEL). Sophie Pignon Sophie.Pignon@twobirds.com SENEGAL The African Development Bank agrees a 80 billion CFA francs loan for the rehabilitation of a strategic highway The African Development Bank (ADB) and Senegal signed a loan agreement for 80 billion CFA francs (Eur 120.81 million) for the rehabilitation of the national road n°2, in the north of the country. Other lenders will finance this project, the estimated cost of which should reach 237 billion CFA francs (Eur 361.15 billion). This infrastructure aims to connect the Dakar – Bamako corridor to European-African road (Dakar-Nouakchott-Tanger-Madrid) and open up the island of Morphil. This loan forms part of the implementation of the Emerging Senegal Plan (ESP) and will also finance the rehabilitation of infrastructure such as schools, health centres etc. Sophie Pignon Sophie.Pignon@twobirds.com twobirds.com Abu Dhabi & Beijing & Bratislava & Brussels & Budapest & Copenhagen & Dubai & Dusseldorf & Frankfurt & The Hague & Hamburg & Helsinki & Hong Kong & London & Lyon & Luxembourg & Madrid & Milan & Munich & Paris & Prague & Rome & Shanghai & Singapore & Skanderborg & Stockholm & Sydney & Warsaw Bird & Bird is an international legal practice comprising Bird & Bird LLP and its affiliated and associated businesses. Bird & Bird LLP is a limited liability partnership, registered in England and Wales with registered number OC340318 and is authorised and regulated by the Solicitors Regulation Authority. Its registered office and principal place of business is at 15 Fetter Lane, London EC4A 1JP. A list of members of Bird & Bird LLP and of any non-members who are designated as partners, and of their respective professional qualifications, is open to inspection at that address. 27493906.1 Africa Desk Tel: + 331 42 68 60 00 Fax: +33 1 42 68 60 11 email@example.com Contact
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