BACKGROUND

Fiona is a Partner in the MMAKS Corporate team with over 17 years’ experience in multi-jurisdictional commercial transactions cutting across corporate M&A, Private Equity, Energy, Mining and Natural Resources, Projects & Infrastructure, and general corporate commercial, regulatory and investment advisory.

She holds a LLM in commercial law from the University of Birmingham (United Kingdom), has previously worked with a top tier law firm in Johannesburg South Africa, and served placements at a former FTSE 100 mining company in Johannesburg, and also with Slaughter and May, a magic circle law firm in London.

Fiona is consistently ranked by leading global law firm directories as a highly regarded lawyer (IFLR1000), a recommended lawyer (Chambers Global), and leading lawyer (Legal500). Fiona has been described by Chambers and Partners as highly efficient, effective and customer oriented. She was nominated in 2019 for Best Female Lawyer Private Practice Uganda Law Society, Women in Law Awards. She provides legal and strategic commercial advice on cutting edge transactional work across sectors like telecom, broadcasting, insurance, education, banking, healthcare, manufacturing, gaming, mining and energy.

She also routinely handles legal due diligences, advises on corporate transactional structuring, negotiates local and cross border transactional agreements, commercial operational agreements. Fiona has an impressive knowledge of the local regulatory framework and is commended for her advice on an array of regulatory and licensing frameworks, and issues affecting local and foreign investors. She has advised on deals such as Bujagali Hydro Power Project (the largest hydro power project in Uganda), Kampala Jinja Expressway (a public private partnership), the acquisition of leading financial institutions including but not limited to Orient Bank. Some of her clients include Scatec, Africa Rivers Fund and SN54.

MEMBERSHIP IN PROFESSIONAL SOCIETIES

• Advocate, High Court of Uganda
• Member, Uganda Law Society
• Member, East Africa Law Society (EALS)

PROFESSIONAL QUALIFICATIONS

• LL.M (Commercial Law), Birmingham University, England
• Diploma in Legal Practice (Bar Course), Law Development Centre, Uganda
• LL.B (Hons.), Makerere University, Uganda

CAREER SUMMARY

• 2017 – DATE Partner, MMAKS Advocates
• 2012 – 2016 Senior Associate, MMAKS Advocates
• 2008 – 2012 Senior Associate, Bowman Gilfillan Attorneys, Johannesburg
• 2004 – 2007 Associate, A F Mpanga Advocates (Bowmans Uganda)
• 2003 – 2004 Clerkship, Kasirye Byaruhanga & Co Advocates

AWARDS & ACCOLADES & MENTIONS

• Fiona is endorsed by IFLR 1000 as a highly regarded corporate M&A lawyer in Uganda.
• IFLR1000 Women Leaders has consistently recognized her since 2020
• Fiona is also ranked by Chambers Global as a leading lawyer and described as highly efficient, effective and client oriented.
• She is recognised as a leading individual by Legal 500.
• She was nominated for Best Female Lawyer Private Practice Uganda Law Society, Women in Law Awards 2019

AREAS OF EXPERTISE

• Mergers and Acquisitions
• Private Equity
• Energy and Natural resources
• Projects and Infrastructure
• Banking
• Corporate and Project Finance

TOP MATTERS

• Advising SN Power Invest Netherlands BV, a subsidiary of SN Power AS, a Norwegian company that invests in clean renewable energy on a commercial basis on its acquisition of a 49.75% stake in Bujagali Energy Limited.
• Acting for ResponsAbility Renewable Energy Holding (rAREH), a Mauritius based investment company with a focus on small-scale renewable energy projects in East Africa. We conducted a comprehensive due-diligence on two hydropower projects which among others included a review of the respective Power Purchase Agreements, construction contracts, Operations & Maintenance agreements, land leases, governmental support agreements, financing documents, shareholder and shareholder loan agreements, and other relevant material contracts, regulatory licences, employment contracts, insurance arrangements etc.; to produce a red-flag due-diligence report. The transaction also involved legal advisory on the hydro power and energy regulatory landscape, consulting regulators on a no-names basis for confirmation of policies and practices.
• Advising Prudential PLC, a British multinational life insurance and financial services company headquartered in London, United Kingdom in connection with a proposed acquisition of a 73% stake in GenAfrica Asset Managers Ltd, a pension fund manager in Kenya, with a branch in Uganda. We were required to conduct a due diligence on the Ugandan branch and advise on the regulatory landscape for pension funds in Uganda, including approvals required for the transaction, the process, documents, timing and cost involved.
• Advising a leading communications company in Uganda, on the proposed acquisition of a majority stake by Dentsu Aegis Network, a multinational media and digital marketing communications company headquartered in London. The transaction involved advising on the structure of the transaction, negotiating the Letter of Intent, assisting with a comprehensive legal due diligence on the target’s operations, and reviewing and negotiating the transaction agreements.
• Advising a leading gaming company in Europe, on its proposed acquisition (through an SPV) of majority shares in an entity holding the national lottery business in Uganda. The transaction involved conducting a comprehensive legal due diligence on the operations and existing contractual status of the target company, advising on the regulatory environment for lottery, gaming and betting services in Uganda, and drafting and negotiating the transaction agreements.
• Advising a Swiss mining company on the acquisition of a majority stake in a mining company in Uganda valued at approx. USD 100,000,000.
• Advising on the acquisition of a telecommunications operator in Uganda valued at USD 100,000,000.
• Acting as local counsel in the verification of an acquisition of a stake in a Ugandan hotel by an SPV in Uganda wholly owned by a private equity fund based in the Isle of Man.
• Advising a Private Equity fund based in the UK, on its proposed acquisition (through an SPV incorporated by it) of shares in Bujagali Holding Power Company Limited (BHPCL), which is a shareholder in Bujagali Energy Limited (BEL). The transaction involved conducting a comprehensive legal due diligence on the operations and existing contractual status of both BHPCL and BEL with the Government of Uganda, completing detailed regulatory questionnaires on foreign investment and hydro power regulation in Uganda, and reviewing and commenting on the transaction agreements from a Ugandan law perspective.
• Advising Leapfrog Strategic African Investments, LP, a private equity fund on its proposed acquisition of part of the majority stake in ICEA Lion Group, a leading East African insurance, asset management and investment services group. It included conducting legal due diligences on three companies ICEA Lion Asset Management (U) Limited, ICEA Life Asset Company Limited (Uganda), and ICEA General Insurance Company Limited (Uganda), the Ugandan subsidiaries of the ICEA Lion Group and advising on the regulatory landscape for insurance and asset management in Uganda including all applicable statutory, and contractual consents, permit and approvals required for the transaction.
• Advising TPG Growth III LP, a private equity firm that specialises in small to middle-market growth equity in connection with its proposed acquisition of a 45% stake in Azam Television Group, a satellite, Direct-To-Home (DTH), pay television provider with a Ugandan subsidiary called Azam Media (U) Limited. The transaction involved an internal restructuring through the transfer of shares in Azam Media (U) Limited to an offshore holding company that would have a majority stake in Azam Media (U) Limited. TPG Growth III LP would then acquire 45% of the shares in the Holdco.
• Currently advising a government agency on the regulatory framework applicable to a proposed Public Private Partnership for the construction of a highway in Kampala, funded by the IFC. Our advice covers a cross section of regulatory issues including but not limited to procurement of contracts with the government, environment matters, employment and immigration matters, finance and tax, etc.
• Advising (as local counsel), a Middle Eastern Private Equity investor on a potential acquisition of a stake in a prominent hydro power project in Uganda. The advice involves corporate governance and compliance issues, regulatory permits, environmental compliance, employment laws, property laws, insurance, etc.
• Advising a foreign based aerospace defence company on setting up business in Uganda, as a government defence contractor in the aviation and aerospace activity sector. This involved advice on the best suited corporate structure, the regulatory environment relevant to the activities proposed by client (including but not limited to entering into contracts with government, employment laws, property laws, aviation laws, immigration, tax, etc.).
• Conducting a financial regulatory due diligence on the compliance and licenses in respect of the activities of Flutterwave in Uganda, and providing financial regulatory and licensing requirements, a summary of any penalties or consequences of non-compliance with the regulatory requirements, privacy and data protection rules and restrictions on foreign ownership.