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Page 1: ©Pavestones 1pavestoneslegal.com/wp-content/...Company-Profile.pdfventures, corporate restructuring, mergers and acquisitions and divestments of interests. In addition, we advise

©  Pavestones   1  

Page 2: ©Pavestones 1pavestoneslegal.com/wp-content/...Company-Profile.pdfventures, corporate restructuring, mergers and acquisitions and divestments of interests. In addition, we advise

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The Firm

Our Areas of Focus

Key Personnel Experience

Our Values

Our Work Approach

Our Key Contacts

Contact Details

 

Contents

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Pavestones is a client focused, solution driven and commercially savvy law practice, providing innovative, quality, timely and tailored legal solutions to its esteemed clients. Our practice was borne as a result of a desire to meet the legal requirements of businesses by adopting a modern, cost effective and less archaic approach. We are therefore, more flexible than the traditional law firms. We provide legal advisory services and transactional support across various industries including Aviation, Energy, T e l e c o m m u n i c a t i o n s , T e c h n o l o g y , M e d i a a n d Entertainment, Manufacturing, Real Estate, Banking and Finance, Pharmaceutical, Health and Beauty. We represent SMEs and large corporations. We ensure that we understand the vision and goals of each of our clients’ businesses so as to provide practical and timely legal services in furtherance of those goals. Our lawyers who have worked in top law firms and multinational organizations collectively bring to bear their solid experience in providing a broad range of legal services to clients including, complex commercial projects, technology projects, energy related projects, real estate services, capital markets support, company secretarial services and general business advisory services. We are a one-stop shop for our clients and work with a large network of lawyers in Africa and outside Africa to ensure that expert knowledge is available at all times. We ensure our clients operate their businesses within the confines of applicable laws and regulations whilst proactively pushing through barriers to business growth. Our offices are located in Lagos, the commercial capital of Nigeria.

The Firm

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TECHNOLOGY AND INNOVATION Pavestones supports companies in the Technology industry (including investors and stakeholders) in bringing innovative ideas to life and also in ensuring the continuity and scalability of those ideas. We ensure that Tech companies successfully operate their business within legal and regulatory constraints. We provide tailor made services to Tech companies at each stage of their life cycle i.e. from the conception stage of innovation to completion. We also provide legal support to investors and established companies in the technology sector. We have broad experience in providing legal advice on market entry strategies; protecting intellectual property rights; negotiating and preparing technical agreements; advising and negotiating investment options (such as venture capital, angel investments or crowd funding). We ensure that we understand the technical nature of each client’s business; and how the solution or innovation is intended to work, in order to provide suitably protective and effective legal services.

Our Areas of Focus

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Our Areas of Focus

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CORPORATE & COMMERCIAL   We recognise that corporate entities require astute legal support to operate efficiently and achieve their set commercial goals. Our legal team combines professionalism with sound business acumen in supporting foreign and local clients at every stage of their operations, from business formation, board structuring to corporate expansions. Our legal services include advising on suitable corporate structures, joint ventures, corporate restructuring, mergers and acquisitions and divestments of interests. In addition, we advise our clients on complex commercial projects, commercial contracts, import and export regulations and sector-specific business regulations.   Our clients include corporate entities operating within various sectors of the economy including oil, agriculture, construction, real estate, technology, amongst others.   Practice Areas Foreign Investment Business Advisory Regulatory compliance E-commerce Franchising Company Secretarial Taxation Mergers & Acquisitions

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Our Areas of Focus

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CORPORATE GOVERNANCE   Corporate Governance is an increasingly important aspect of business for small, medium and large corporations around the world as stakeholders now demand more accountability from their governing boards. In recognition of this fact, we advise companies on risk management policies. We also assist with the development of practical compliance and governance codes, taking into account, the business environment in which they operate. Our corporate governance clients also operate within diverse sectors of the economy, providing us with opportunities to apply our knowledge and expertise in those sectors. Practice Areas Anti-Money laundering Anti-Corruption Corporate Regulation Data Protection Risk Management ENERGY AND NATURAL RESOURCES At Pavestones, we provide top-tier legal support to our clients in the areas of Oil and Gas, Power, renewable energy and mineral resources. Our in-depth knowledge of the legal, regulatory and commercial realities of the Nigerian energy and natural resources market; and our willingness to go the extra mile to support our clients’ projects, sets us apart as the law firm of choice. We provide legal support on specialized transactions involving construction, acquisitions, concessions, joint operations, joint ventures, redeterminations, reserve based landings, bidding requirements and industry regulations. Practice Areas Oil and Gas Financing Local Content Mining Renewable Energy Construction

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Our Areas of Focus

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FINANCE Our Finance team has extensive experience in dealing with clients on various finance transactions within major sectors of the economy. We provide practical legal and business advise to our clients on major financing transactions involving project finance, trade finance, acquisitions, reserve based lendings, EPC contracts, Fintech, insolvency, amongst others. Our clients include investment funds, private equity companies, financing consortia, security agents, multi-lateral financial institutions and borrowers. In addition, our lawyers have in collaboration with foreign reputable firms, advised clients on cross-border financing transactions. Practice Areas Acquisition finance Corporate Finance Project Finance Banking Regulation Trade Finance

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Our Areas of Focus

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EMPLOYMENT AND IMMIGRATION We understand the importance of relationships between employees and their employers. We apply our knowledge of the Nigerian labor industry in providing professional counsel to our clients on employment matters including developing corporate employment policies, employee handbooks, advising on employment contracts, employee compensation, trade disputes, redundancy and settlement of employee-employer disputes. In addition, we have a dedicated immigration team advising local and foreign clients on all aspects of the Nigerian immigration law. We assist expatriates and their families or dependents in processing immigration requirements and ensuring that they are fully compliant with immigration regulations through the lifetime of their entry into and exit from Nigeria. Practice Areas Employee Claims and Benefits Employment Policies Employment Disputes & Negotiations Immigration

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Our Areas of Focus

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INTELLECTUAL PROPERTY As our clients develop innovative ideas, new products, enter into new commercial relationships; and also build on old ones, we understand that each of these transactions involve intellectual wealth which must be duly protected. In view of this, our lawyers are properly trained to identify the intellectual property rights in each transaction and take the necessary steps to protect these rights. Our team provides counsel to our clients in relation to their brands and inventions and advise them on industrial conformity and regulation. Our expertise includes registration of trademarks, patents and designs, assignment of intellectual property rights, product registration with relevant government agencies and representation of clients’ interests in contentious applications. Practice Areas Trademarks Designs Patents Assignments NAFDAC, SON and NOTAP registration

PRIVATE CLIENT SERVICES In addition to catering to corporate entities and government agencies, we also provide custom advice to individual clients, families, and trustees. We advice them on trusts, asset managements, wealth management and investment, wills and estates and charities. Practice Areas Asset Management Charities Investment Advisory Wealth Management Wills & Trusts

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Our Areas of Focus

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REAL ESTATE Our real estate team has a wealth of experience in advising investors through the entire value chain of real estate transactions from financing, to acquisitions, joint venture developments, environmental regulations and divestment of interests. Our real estate clients include individuals and corporate entities.   Practice Areas Acquisitions Construction Divestments Leases Real Estate Investment Trusts

DISPUTE RESOLUTION We guide and support our clients in avoiding disputes and in the event of disputes, we vigorously advocate on behalf of our clients, with the aim of successfully resolving those disputes through the Nigerian court system, arbitration or other alternative dispute resolution processes.

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Our lawyers who have worked at top law firms and multinational organizations collectively bring to bear experience, spanning circa 30 years, representing the interests of companies in various industries on complex and pioneering transactions. Key highlights of our lawyers’ experience are as outlined below: advised a multinational organisation on the first successful Information Technology Outsourcing Program implemented in Africa; advised on and negotiated an Advance Inbound Contact Management Solution agreement with Accenture; advised a swiss-based cosmetic company on the use of the Interswitch webpay platform for processing online commercial transactions with its customers; advised on and negotiated the terms and conditions for valued added services provided by 3rd parties through the 9mobile network including Facebook, Google and Twitter; represented a multinational organisation in negotiating the terms of its license with Apple Inc.; advised on and negotiated the terms of a Digital Distribution Agreement entered into by a music artist with Africori; advised on and negotiated the terms of a FinTech product provided by GTBank and 9mobile; advised and negotiated on behalf of a multinational organisation, the terms of its multimillion dollars email and web security solution; advised on and prepared the terms of the mobile money agreements entered into by 9mobile with various banks; advised on and negotiated on behalf of a multinational organisation the terms of the implementation and operation of its ecommerce website; led a project to develop standard templates for all commercial contracts within 9mobile including product distribution agreements; leased line agreements; electronic distribution agreements and consultancy agreements amongst others;  

Key Personnel Experience

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advised the International Finance Corporation in its US$225 Million financing of Helios Towers Nigeria; advised a multinational organisation on the successful closing of an award winning US$1.2 Billion refinancing; advised a syndicate of lenders in respect of a $600 Million facility in connection with the acquisition of an OML in Nigeria; advised a multilateral financial institution in respect of a contour facility to an SPV in Anambra State, Nigeria; advised a multinational organisation on an Asset Acquisition transaction involving the acquisition of telecommunication assets from a Nigerian company; represented Shelter Afrique in the US$11 Million financing of real estate developments in Lagos State; represented a consortium of direct foreign investors’ including Swedfund and Norfund in their investment in Notore Chemical Industries Limited; advised the International Finance Corporation on its US$5.5 Million financing of the construction of a hotel by Capic Hexagon Nigeria Limited in Edo State; advised Oando Plc on its N60 Billion Medium Term Loan arranged by Stanbic IBTC, Guaranty Trust Bank and First Bank Capital; represented lenders in the multi-credit, multi-currency financing of Dangote Industries Limited; advised Johnson and Johnson on the distribution of its products in Africa and on regulatory and labour issues pertinent to its operations in Africa; advised Procter and Gamble on its acquisition of a multibillion naira industrial land in Ogun State;  

Key Personnel Experience

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acted as legal adviser to a special purpose vehicle, formed by a consortium of indigenous and foreign joint bidders as prospective buyers of three oil mining licenses from IOCs seeking to divest their interest in oil and gas JVs in Nigeria; acted as legal adviser to SeaOwl, a French-based multinational energy company in connection with its joint venture with an indigenous oil and gas company; acted as legal adviser to a power generating company in Nigeria regarding its obligations under a take or pay off-take agreement for the purchase of natural gas in Nigeria; acted as legal adviser to, Dietsmann, a dutch-based multi-national oil and gas company in connection with its local content regulations and corporate structure requirements under Nigerian law; acted as legal adviser to General Electric in connection with its contractual obligations as off-taker under a Gas-Turbine Supply Agreement; acted as legal adviser to a Norwegian multinational oil and gas company in a dispute in relation to a Tract Participation re-determination under a Unit Agreement; acted as legal adviser to an indigenous oil and gas servicing company in connection with an agreement for the provision of marine services and crew management to a major oil and gas company in Nigeria; acted as legal adviser to Tissot Industrie, a french-based oil and gas company in connection with its entry strategy, corporate structure and exit strategy in relation to a single fabrication project in Nigeria; advised Pacific Asia on its acquisition of an OML in Nigeria. The transaction resulted in the listing of the first company originating from Nigeria and the third in Africa, on the New York Stock Exchange.

Key Personnel Experience

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Our  Values  

Integrity We conduct our business with integrity and hold our lawyers to the highest ethical standards.

Excellence We are passionate about maintaining excellence in all we do.

Innovation We eagerly support innovation by our clients and continue to find new and efficient ways to render legal services.

Collaboration We believe in teamwork and collaborations.

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Professionalism We ensure we are professional and respectful in our service delivery.

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Our Work Approach

T- shaped Lawyers - Our lawyers utilise their deep understanding of the law in rendering legal services whilst paying attention to the business of our clients; the industry specific realities; and the commercial goals of our clients. 

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Law as an enabler - We believe that the law should not be a stumbling block to transactions but rather an enabler of transactions. Our lawyers support our clients by finding ways to achieve set goals within the confines of the law. We do not simply identify risks but also proffer practical solutions.

Clear and Concise advice – Our lawyers are trained to provide clear and concise advice and not confuse clients with unnecessary voluminous documents and legalese.  

Teamwork - We see ourselves as members of our clients’ team and believe that their goals are our goals and their wins are our wins.

Harnessing our network - We have a network of lawyers with expert knowledge of various industries both in Africa and outside Africa who we work with when required. 

Budget Friendly - We are flexible on pricing and are able to tailor our services to meet each client’s budget whilst still ensuring we do not compromise on the quality of our service. Our clients receive excellent services at manageable prices.

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Our Key Contacts Seun Timi-Koleolu commenced her career as a Corporate and Commercial lawyer at Aluko & Oyebode. She subsequently worked as an in-house lawyer at Emerging Markets Telecommunication Services Limited (former Etisalat Nigeria), where she led a team of lawyers in furthering the strategic goals and protecting the interests of the organisation. She played a crucial role on complex and key projects to the organisation including the awarding wining US$1.2 Billion refinancing and the IT Outsourcing project. Recognised for her high integrity, she was also given the responsibility of leading the Compliance and Ethics unit in the organisation. She had short stints in law firms based in the United Kingdom, including Robert Brands & Co and Mckenzie Brackman Solicitors. Seun has substantial experience in protecting the interests of businesses in various industries and driving the successful completion of major projects. She has led and participated in various complex cross-border transactions and is very well experienced in working with multi-jurisdictional teams and managing various stakeholders on transactions. She is recognised as a highly skilled commercially minded lawyer who is able to balance her passion for excellence with her desire to ensure clients achieve their commercial goals. She has strong strategic thinking skills, which she utilises to positively impact the growth of her clients’ businesses. She holds a Bachelor of Laws degree from the University of Warwick and a Master of Laws (Corporate and Commercial) from the University College London. She is a member of the Nigerian Bar Association.  

Seun  Timi-­‐Koleolu  

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Our Key Contacts Aderonke Alex-Adedipe has been in active legal practice for almost a decade. She has extensive experience advising local and foreign financial institutions on Trade Finance, Reserve Based Lendings, Asset Acquisitions and other project finance transactions, which cut across various sectors.   She also advises local and foreign investors on the Nigerian business environment- regulatory requirements, business formation, corporate structures, investment incentives, immigration, local content requirements and general corporate commercial transactions. She has acted in conjunction with both indigenous and international law firms in advising on several commercial transactions.   Aderonke has co-authored the Nigerian chapter for several notable international publications on Acquisition Finance and Commercial Law, including Getting the Deal Through. She also contributed to the text on Banking, Theory, Regulation and Law Practice which was edited by Dr. Dapo Olanipekun.    Aderonke was recently recognised by IFLR 1000, a guide to the world’s leading financial law firms, as a Highly Regarded Lawyer in the Project Finance, Oil and Gas and Real Estate sectors in 2018.   Aderonke was also recognised by the Esquire Nigerian Legal Awards as one of the 40 outstanding lawyers under the age of 40 who have distinguished themselves and are clearly setting new standards in the legal sector.   She was previously a Partner at Strachan Partners where she was in charge of the firm’s Transactions department.   Aderonke holds a Bachelor of Laws degree from Obafemi Awolowo University and a Master of Laws degree from George Washington University. She is a member of the Nigerian Bar Association.  

Aderonke  Alex-­‐Adedipe  

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Our Key Contacts Sheriff Oluwo was an Associate at Olaniwun Ajayi LP where he served in the firm’s Specialized Transactions Practice with a focus on the resolution of commercial disputes and general corporate matters. He has extensive experience in representing a wide variety of clients particularly in complex commercial transactions and regulatory matters. He was part of the team that advised the Central Bank of Nigeria in reforming Nigeria's banking sector. He also advised the Economic and Financial Crimes Commission on a US$1.2 Billion recovery from one of the bank’s chiefs prosecuted in the wake of the financial crisis.  He has worked on various international corporate transactions involving cross-border financings, including financing oil and gas assets such as vessels and drilling rigs; as well as initial public stock and debt offerings of newly registered Nigerian companies. He has also represented several indigenous companies involved in various legal matters ranging from litigation in Nigerian courts, negotiated settlements, mergers and acquisitions and divestitures. Prior to Olaniwun Ajayi LP, Sheriff taught contract law at the London Campus of the European University and worked with Alexander Samuel Solicitors in London where he focused on insurance disputes and product liability claims. He has authored a number of articles and he contributed to the "Legal Aspect of Finance in Emerging Markets: Troubled Asset Resolut ion, 2012 LexisNexis Butterworths” He holds a Bachelor of Laws degree from Aberystwyth University in Aberystwyth, Wales, United Kingdom and a post graduate diploma from the City University Law School in London, United Kingdom. He is a member of the Nigerian Bar Association and is also called to the Lincoln's Inn Bar of England and Wales as a Sir Thomas More Scholar.

Sheriff  Oluwo  

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Contact Details Address: 3A Gbenga Ademulegun, Parkview Estate Ikoyi, Lagos State Email: [email protected] Telephone: 08099443540 www.pavestoneslegal.com

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