Harriet Mdala

Harriet Mdala

Partner | ALN Zambia | Musa Dudhia & Co.

Physical Address:

2nd Floor, ALN House, 1394 Mushemi Road, Rhodes Park, Lusaka, Zambia

Postal Address:

P.O Box 31198, Lusaka, Zambia

Telephone:

+260 21 125 3827/31

Email Address:

  1. Background

    Harriet is a Partner and team leader with over 9 years’ experience in various corporate and commercial law related matters in Zambia. Her areas of expertise include mergers and acquisitions, energy and infrastructure, real property, employment matters, regulatory and compliance matters as well as corporate governance.

    Harriet has vast experience with structuring, negotiation and completion of merger, disposal and joint venture transactions. These transactions range from domestic two-party transactions to complex multijurisdictional transactions involving multiple parties, advisors and financiers.

    Harriet’s client base includes multinational entities, local champions, private equity funds, ILFs, NGOs and high net individuals. She has also acted as company secretary and board secretary for various companies in Zambia.

  2. Professional Membership
    • Law Association of Zambia
    • Member of the Local Government Elections Tribunal
  3. Professional Qualifications

    2012:  Zambia Institute of Advanced Legal Education, Legal Practitioners’ Qualifying Exam, Zambia

    2010:  University of Zambia, Bachelor of Laws (LL.B.), Zambia

  4. Career Summary

    2020 – Date: Partner, Musa Dudhia & Co.

    2016 – 2019: Senior Associate, Musa Dudhia & Co.

    2011 – Dec 2016: Board and Company Secretary, Barclays Life, Zambia

    2012 – 2016: Associate, Musa Dudhia & Co.

    2015: Placement, Slaughter & May, England

    2014: Secondment, Anjarwalla & Khanna (Kenya)

    2011 – 2012: Legal Assistant, Musa Dudhia & Co.

    2009: Intern, Corpus Legal Practitioner

  5. Top Matters
    • Acting for Qatar Investment Authority (QIA) in connection with a matter which involved a joint venture between QIA and Enel Green Power (EGP) in respect to a Ngonye Power Company (Ngonye), which owns a 34MW solar photovoltaic (PV) plant in Zambia, including undertaking of a comprehensive due diligence on Ngonye; providing detailed review of the renewable energy environment in Zambia; reviewing project documents including the power purchase agreement, the O&AM agreement and the government support agreement and advising on Ngonye’s compliance with environmental conditions applicable to the project company.
    • Acting for Otis Elevators, a publicly listed company, in connection with a divestiture of its elevator arm business across the globe including in Zambia among other jurisdictions, including advising on regulatory consents or notifications that may need to be obtained in Zambia prior to the implementation of the transaction.
    • Acting for GRIT Income Group in connection with their fundraising exercise to facilitate its listing on the London Stock Exchange, including conducting a legal due diligence on the leases and corporate information of the three Zambian companies that are owned by the client for the purpose of advising the client on the status of the leases held by its companies.
    • Acting for Zambeef Products, Zambia’s largest agrobusiness, in connection with the sale of its farms located in the Sinazongwe District of the Southern Province of the Republic of Zambia where the farms were being sold to Chenguang Biotech (Zambia) Agri-Dev, a Chinese Company, including preparing of the asset sale agreement, completing the transaction, advising on conditions precedent and advising on the company’s compliance requirements under the listing rules.
    • Acting as lead counsel to MRI Seed Zambia in connection with a multi-million dollar purchase of 100% shares in MRI Seed Zambia by Syngenta, the world’s largest manufacturer of crop chemicals, carrying out an extensive due diligence exercise on MRI and thereafter taking remedial action based on the results of the due diligence, preparing the transaction documents, including the sale of shares agreement to a local firm in Zambia and an international firm acting in their capacity as advocates for Syngenta.
    • Acting as lead counsel in connection with the investment by Kibo Fund, a private equity fund managed by the Ciel Capital (International), into Madison Financial Services (MFSL), including conducting legal due diligence on MFSL, preparing, negotiating and registering the transactional documents relating to the acquisition of shares in MFSL by the Kibo Fund.
    • Acting for a client in connection with the joint venture entered into by the client and Rainbow Chickens South Africa with the purpose of establishing a parent stock rearing and hatching operation (“Zamhatch”) and a broiler chicken business (“Zamchick”) in Zambia, including preparing the joint venture operations agreement, the sale of shares agreements and the shareholder agreements; incorporating Zamhatch; obtaining the required transaction approvals from the Lusaka Stock Exchange and the Securities Exchange Commission; providing legal advice regarding the appropriate structure of the transaction and negotiating the complex warranties of the shareholder agreements and joint venture operation agreement.
    • Acting as local counsel to Webber Wentzel in connection with the acquisition by an international bank of various operating banks in various African jurisdictions from another international bank, including conducting a due diligence of Zambian banks operators; advising on the necessary regulatory steps; and assisting in the implementation of the documentation
    • Acting as lead advisors in connection with the sale of a large cattle ranch in Zambia’s southern province owned by Forsythe Estates to Silverland Ranching. The sale not only involved the transfer of title in the property but also effecting the transfer of ownership of all livestock and assets owned by Forsythe Estates.
    • Acting for YMH (Proprietary), a private company incorporated in the Republic of Botswana in connection with the acquisition of 24% shares in Radio Phoenix Zambia (“Radio Phoenix”), including providing legal advice to YMH on the appropriate structure of the transaction, conducting a due diligence on Radio Phoenix, and preparing the management agreement, the sale of shares agreement and the shareholders agreement.
    • Acting for the client in connection with the acquisition of 100% shares in Fingus (“Target 1”), whose main business is construction, manufacturing, real estate and general trading, and the acquisition of all assets held by Safari International Zambia (“Target 2”), which operates as a tourism, safari and travel agent, including conducting a due diligence on Target 1 and Target 2, preparing the share sale agreement and the asset sale agreement.
    • Acting for a company that sells and services mining equipment and spare parts in connection with its entry into Zambia, including obtaining an extension from the Commissioner General at the Zambia Revenue Authority on the 12 month duration initially given to the client within which it may hold its goods in a bonded warehouse within the country, advising the client in the acquisition of land, obtaining of tax incentives and preparing all its supply agreements.
    • Acting for the client in connection with the sale by York Farm of a portion of Farm No 397a Lusaka to Actis Africa Real Estate Fund, including preparing the transaction documentation which included the sale agreement, the option agreement and the heads of terms; registering the transaction with the Patents and Companies Registration Agency and the Zambia Development Agency; obtaining the required approvals and licenses from the Zambia Revenue Authority, the Lusaka City Council, the Ministry of Lands, the Commissioner of Lands and providing legal advice to the client.
    • Acting for the client in connection with the USD 3 million acquisition of a partly developed building. As the property was leased, the acquisition was structured so that the client obtained a new lease on the same rental terms, but with an extended lease period. Furthermore, payment of the consideration had to be structured in such a way as to enable the contractors to be paid so that the client could complete the building
    • Acting for Farmers House in connection with the USD 25 million acquisition by merger of another property owned by a Zambian listed company. The merger of these two listed companies was the first of its kind in Zambia and required detailed and complicated negotiations with majority and minority interests in both companies; lock-ins of key shareholders; irrevocable commitments from selling shareholders; amendments to the articles; conducting public shareholder meetings; obtaining regulatory approvals from the Securities Exchange Commission and the Competition and Consumer Protection Commission; ensuring compliance with the Takeover and Merger Code of Zambia.
    • Acting for Yarona FM Radio Station, based in Botswana, in connection with the acquisition of a long standing radio station in Zambia, including conducting a due diligence on the target company; reviewing regulatory laws applicable to the purchaser; carrying out an assessment of leases, insurance policies and fixed assets owned by the target company; conducting an analysis of court matters in which the target company is a party; and preparing the sale agreement, shareholder agreements and management contracts
    • Advising Real Estate Investment Zambia in connection with the reorganisation of its share capital by the creation of Zambia’s first share capital comprised of linked units. This will be achieved by the buyback of half of the shares of the Company and the issuance of debentures to the shareholders of the Company through a rights offer on a 1:1 basis. The need for this transaction was created by the change in currency controls imposed by the new Zambian government. As there is no legislation regulating a transaction of this nature in Zambia, the firm is working with the government to create tax legislation. The team will also have to obtain the consent of secured lenders and listed bondholders, as these creditors will have to be redeemed
    • Acting for Zambeef Products in connection with its successful listing on the London Stock Exchange, which raised USD 65 million. It was the first Zambian company to be listed in the London Stock Exchange.
    • Acting for the client in connection with USD 48 million joint venture between Zambeef Products and Rainbow Chickens from South Africa which requires the creation of an SPV and transfer of permits and licenses to the SPV, including carrying out negotiation of complex warranties, shareholder agreements and the joint venture operation agreement.
    • Acting for Swiss company Zurich Insurance Company in connection with the provision of legal advice in relation to Zambian insurance law.
    • Acted as team member in the provision of legal advisory services to Barclays Life. The role required the team to offer legal opinions with respect to the regulations applicable to life insurance policies in Zambia.
    • Acting as local counsel to Freshfields Bruckhaus Deringer LLP, acting in their capacity as lawyers for Morgan Stanley & Co. and Credit Suisse Securities (Europe) in connection with a transaction involving certain Zambian assets of an international mining company, including reviewing a due diligence report on the mining assets of the company, performing a confirmatory red-flag due diligence exercise, reviewing the relevant documentation relating to the mining titles of the company, conducting searches at the Ministry of Mines and Minerals Development Department and providing a legal opinion on the mining title held by the company

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