Wanangwa Hara
Managing Partner
Wanangwa is a Notary Public and Managing Partner for Ritz Attorneys at Law. He has extensive experience in commercial and corporate law, M&As, finance, and tax. He advises a niche client base of Malawian and multinational corporations in structuring and managing corporate entities; regulatory compliance; M&A transactions; debt and equity financing; commercial loan and syndicated financing agreements; asset based financing, facility agreements; security documents; reorganizations, private equity; projects; grants; P3s; tax planning, structuring and compliance. Additionally, Wanangwa has extensive experience in providing due diligence reports in both domestic and cross-border deals as a stand-alone legal service or as part of a multi-disciplinary diligence team in conjunction with international law firms or audit firms.
Wanangwa is a qualified Legal Practitioner from the University of Malawi with professional development certifications in Syndicated Loan Financing; Commercial Loan Financing and Corporate Due Diligence from the University of Cape town.
Experience
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Advised a multinational sugar company at Group level with Norton Rose Fullbright from a local law perspective on a USD100 million multi-facility agreement and Loan Confirmation Agreements with a major South African bank and financial services group. This included Reviewing the Master Facility Agreement; the Loan Confirmation Agreement; Drafting resolutions and related CPs.
- Provided a legal due diligence report for Carbon Streaming Corporation with DLA Piper US in its signing of a US$20 million carbon credit streaming financing and acquisition agreement with Community Carbon, established by UpEnergy Group, bringing fuel-efficient cookstoves and safe water devices to millions of households in eastern and southern Africa. Conducted legal due diligence on Up Energy’s subsidiary in Malawi amongst other subsidiaries in Africa
- Advised Global Energy Alliance for People and Planet (GEAPP) with Withers LLP n structuring an energy project grant with the Government of Malawi in respect of a USD 27.6 million project deployment. Vetted the project grant agreement, advising on the public finance management aspect and requirements.
- Advised Apple Inc with Bowmans Law Firm (Coulson Harney LLC) on a multijurisdictional regulatory project and Malawi’s legal framework for OTT services in Malawi (streaming TV or content services delivered to viewers over the internet).
- Routine advisor on referrals from Google Inc with Bowmans Law Firm (Coulson Harney LLC) on TMT compliance matters in Malawi
- Advised C-quest Capital with Norton Rose Fullbright on acquisition of an existing registered entity in Malawi operating liquid petroleum gas (LPG) business.
- Advised the Olayan Group together with several co-investors with Backer Mackenzie LLP on change in control and approval requirements triggered by the acquisition of indirect shareholding interests in a parent company of a locally licensed payment institution in Malawi under the Payment Systems Act.
- Advised Seacon Ltd with DLA Piper law firm on refinancing, restructuring, and setting up an evergreen a security trust structure.
- Advised Shoprite with DLA Piper Law Firm on acquisition and disposal of property in Malawi, exchange control regulations, tax consideretaions and other property related matters.
- Advised SFC Finance Limited on a share pledge agreement and drafting the pledge over shares for an entity in Malawi.
- Advised Monster Energy Limited on an international distribution Agreement with Coca-Cola Beverages Limited. Vetted the agreement and advised on competition law and governing law matters in Malawi.
- Advised Almastone on security instruments, registration, and costs under the Personal Property Securities Act for an entity in Europe on commodity finance facility of USD$5 million to an outfit in UAE for the inventory purchase of pulse, fertilizer and produce in Malawi.
- Advised MMC with DLA Piper US on the indirect shareholder restructure at parent company level with an indirect impact on an entity in Malawi.
- Assisted Trade and Development Bank in its lending activities in Malawi including:
- $10,000,000-00 export finance facility extended to a local agricultural outfit
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- $1,000,000-00 4-year term loan in favour of a Development Finance Institution.
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- Facilities restatement to a local tobacco export operation from US$ 80,000,000-00 to US$ 100,000,000.
- The scope of the assignments included advising on documentation and English Law Governed Facility Agreements, advising on regulatory issues relating to foreign exchange, advising on Industry specifications for the borrower, drafting of security documentation and performing security registration and perfection.
- Advised GEAPP with Withers LLP on projects with the energy utilities as well as employment, tax, immigration, procurement, P3, and corporate perspectives on structuring local hires in Malawi, projects, and investments.
- Advised a swiss entity on the regulatory framework for implementating a tax stamp and fuel marking scheme through a P3 or Public Procurement.
- Advised Elements Global with DLA Piper Law Firm on Independent Contractor arrangements in Malawi and misclassification risks.
- Advised a Scatec, a Norwegian renewable power producer on applicability of e-signatures and digital signatures in contracts in Malawi.
- Part of the team providing local advice to a consortium of American Companies on the 50 MW Bwengu solar PV power plant in Malawi.
- Advising an independent power producer company based in Kenya on the 21 Megawatts Nkhotakota Solar Power Plant in Malawi.
- Advising Illovo Sugar (Malawi) PLC on licensing and approvals required for Dwangwa Cogeneration project.
- Provided a preliminary advisory note to Elsewedy on the construction of 100 MW Solar PV Power Plant and construction of Hydro power Project in Malawi.
- Advised and represented Midima Holdings Limited on a contentious matter for $905, 598. 19 in respect of a contract with EGENCO to design, build, supply, deliver diesel power generation plants in Malawi. Advised on arbitration under the UNCITRAL Arbitration Rules.
- Advised an Australian mining company on the regulatory framework for mining licensing, Mining Development Agreements, fiscal incentives, and mining operations in Malawi in relation to acquisition of an existing mining company.
- Provided a corporate legal due diligence review for New King International Limited (BVI Company) on the acquisition of a a Mining company in Malawi with a mining licence for heavy mineral sand and advised on statutory approvals for a mining project in Malawi.
- Advised Trademark East Africa on foreign company registration and change of name in Malawi.
- Consulted on class litigation before the England and Wales High Court in Josiya & 7262 others vs British American Tobacco Plc, Imperial Brands Plc & Ors [2021] EWHC 1743 where Malawian tobacco farmers, claim damages for unjust enrichment.
- Advised Illovo Sugar (Malawi) Plc and Associated British Foods on recoverability of sums of around GBP1, 000, 000. 00 inclusive of interest and other charges owed under novated contracts of supply of sugar with entities domiciled in Greece through arbitration before the Refined Sugar Association in London including the registration and enforcement of awards.
- Advised the Premier League on sports/media/cyber instructions related to Malawi.
- Advised Aisin Corporation with DLA Piper Japan on a possible car navigation system, speed camaras and spatial data in Malawi.
- Advised Oikocredit Ecumenical Development Cooperative Society U.A with Norton Rose Fullbright in respect of an English law governed facility agreement for USD11 million to a Mauritian solar entity with a subsidiary in Malawi. Advised, reviewed, vetted and drafted common terms of agreement, deed of appointment of collateral agent; drafted, vetted, and perfected security agreements and provided capacity and validity opinions on Malawi security documents.
- Reviewed, drafted and advised on construction and financing contracts between Malawi Fertiliser Company and SR Nicholas Ltd (contractor) and a project engineer on the construction of a fertilizer loading terminal in Liwonde, Malawi valued at USD6 Million. Prior to drafting the contracts, the Firm carried out legal due diligence on the construction company and the project engineer. The loading bay/terminal is equipped with a 15,000 m2 under-roof facility and has a 40,000 metric tonnes (MT) storage capacity, a 2,400 MT per day blending capacity with a total production capacity of 360,000 MT per year.
- Legal advisor for various INGOs including Goal International, Accurat Norway, Let’s Build Foundation, etc. on formation of companies, registration and deregistration of NGOS/INGOS, regulatory compliance, corporate secretarial work, reporting requirements, tax advisory and employment.
- Advised and setting up Illovo Group’s Thriving Community Foundation in Malawi.
- Advised Illovo Sugar (Malawi) Plc on registration for consulting architects, surveyors, engineers, environmentalists, or foreign construction consultants under the National Construction Industry Council Act.
- Conducted a legal due diligence in conjuction with CDH in relation to a $3 million equity investment in an entity that provides solar electricity to rural Africa.
- Conducted a legal due diligence review for South Asia’s largest online higher edtech company, Upgrade in its investment or acquisition of an Indian company in the education sector with branches in Kenya, Zambia, Malawi, Uganda, and Tanzania.
- Legal advisors and litigation lawyers for Centenary Bank Ltd (formerly Mybucks Banking Corporation Ltd). Assisting the bank on the debt collection portfolio and loan restructuring.
- Legal advisors and litigation lawyers for FDH Bank Plc on debt collection, labour matters and recovery of securities.
- Legal advisor for Britam Insurance Company Ltd and Liberty Insurance Company Limited in contentious insurance related claims.
- Represented General Alliance Insurance Company Ltd and Prime Insurance Company Ltd in wide-range contentious insurance matters.
- Advised and represented PWC on a contentious claim by NBS Bank Limited in respect to a disposal of a tea company in Malawi.
- Advised a Kenyan Innovation company with a branch in Malawi on a lump sum contract project with the Public Private Partnership Commission for the Provision of Non-Consulting Services to Host Grant Manual Activities
- Incorporated Africa Grant Advisors following a project for fund management of renewable energy project in Malawi with an Asian partner.
- Structuring a construction contract for a medical annex on behalf of Raising Malawi Inc, an INGO.
ProBono Services
Wanangwa is a member of the largest global probono network, Trust Law by Thomson Reuters Foundation. He provides probono legal support for NGOs and social enterprises at the frontlines of social change across the globe. Recently, he has assisted the following:
- Dimagi Inc on the implications under local laws of transferring funds to individuals and organisations in Malawi.
- Dimagi Inc on its responsibilities under Data Privacy laws in Malawi.
- Dimagi Inc on labour and employment law advice in relation to its work with individual contractors.
- Root Capital on the regulatory landscape governing on and offshore lending in Malawi.