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, exchange control, property and tax law. He advises a niche client base of Malawian and multinational corporations in structuring and managing corporate entities; M&A transactions; debt and equity financing; commercial loan and syndicated financing agreements, facility agreements; security documents; SPAs, reorganizations, private equity; property acquisition projects, constructions contracts, projects; grants; P3s; tax planning, structuring and compliance. Additionally, Wanangwa has extensive experience in due diligence mandates in domestic and cross-border deals as a stand-alone legal service or as part of a multi-disciplinary diligence team 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
Advised a multinational sugar company at Group level with Norton Rose Fulbright 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.
Advised Shoprite with DLA Piper on sale and acquisition of owned landed properties and owned property assets of over USD4 million between Shoprite and a Mauritian entity. Advised on land acquisition, foreign ownership, exchange control regulations, tax considerations and other property related matters.
Advised Gateway Real Estate Africa Limited on the acquisition of land, construction, development, management and operation of a diplomatic housing residential project and conducting required legal due diligence. Advised on acquisition of land through SPV, approval requirements, capital injection mix, tax overview, construction and development contracts with contractors and regulatory requirements related to property development, environmental standards, and construction regulations.
Advised Raising Inc, a california-based non-profit public benefit corporation for Madonna operating as a tax-exempt public charity in the U.S. on a grant and financial support to theMercy James Centre for Paediatric Surgery and Intensive Care at the Queen Elizabeth Central Hospital in Blantyre District, Malawi in form of a construction of a new two-story annex being added to the Centre. Reviewed and drafted the GCC and SCC of the construction contract.
Advised C-Quest Capital on USD6 million acquisition of LPG facility in Malawi, an equity and debt investment, exchange control approval requirements and repatriation of proceeds. As local counsel, advised on confirmation of findings of LDD carried out by an Audit firm, drafting a SPA, advising on land acquisition and drafting of a lease, to be entered into between the Seller and buyer entity of the land, offices, and warehouses on which the LPG facility is situated and drafting an option to purchase the land.
Provided a legal due diligence for Carbon Streaming Corporation with DLA Piper US in its signing of a USD20 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.
Advising C-Quest Capital in respect of the development, construction and operation of a tissue culture lab and giantbamboo seedling nursery in Malawi and carbon offset transactions.
Local counsel assisting Climate Focus and CQC on a carbon transaction/project in Malawi under Article 6 of the Paris Agreement and the Swiss Malawi Agreement.
Advised Global Energy Alliance for People and Planet spearheaded by Anchor Partners, The Rockefeller Foundation, IKEA Foundation, the Bezos Earth Fund with Withers LLP in 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.
Local counsel on a USD10 million term facility agreement between Coca-Cola and a major South African bank.
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$1,000,000-00 4-year term loan in favour of a Development Finance Institution.
- Facilities restatement to a local tobacco export operation from US$ 80,000,000-00 to US$ 100,000,000.
- A USD75 million facility restatement with one of the largest privately owned tobacco entities in Malawi, and one of the top three tobacco merchants in the world.
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 Oikocredit Ecumenical Development Cooperative Society U.A with Norton Rose Fulbright 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.
- Advised Oikocredit Ecumenical Development Cooperative Society of foreign lender requirements in Malawi.
- Advised Parker Holdings US on Malawi’s regulatory environment and licensing for establishing and operating a Medicinal Cannabis Exportation Company in Malawi.
- 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 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 Marsh & McLennan Companies on the indirect shareholder restructure at the parent company level with an indirect impact on a subsidiary in Malawi, Marsh Malawi Limited. Advised on approval requirements and compliance with relevant finance and insurance laws and regulations
- 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.
- Conducted corporate due diligence from Malawi standpoint to Convergence Partners and Energy Entrepreneurs Growth Fund in relation to a potential minority equity investment in a Malawian subsidiary of Perennial Holdings.
- Advised C-Quest Capital on USD6 million acquisition of LPG facility in Malawi, an equity and debt investment, exchange control approval requirements and repatriation of proceeds. As local counsel, advised on confirmation of findings of LDD carried out by an Audit firm, drafting a SPA, advising on land acquisition and drafting of a lease, to be entered into between the Seller and buyer entity of the land, offices, and warehouses on which the LPG facility is situated and drafting an option to purchase the land.
- Conducted a legal due diligence for Carbon Streaming Corporation from a Malawi standpoint in its signing of a USD20 million carbon credit streaming financing and acquisition agreement with Community Carbon, established by UpEnergy Group. In conducting the legal due diligence review, the firm examined the project description, corporate documents, financing, material contracts, related parties and intercompany transactions, real property and leases, environmental matters, authorisations, licenses and government regulations, anti-money laundering and kyc, litigation and legal matters and a review of carbon credit and gold standard related matters in compliance with International Carbon Reduction & Offset Alliance (ICROA) best practices.
- Assisted Trade and Development Bank in its lending activities in Malawi including: USD 10 Million export finance facility extended to a local agricultural outfit; USD 1 Million 4-year term loan in favour of a Development Finance Institution; Facilities restatement to a local tobacco export operation from USD 80 Million to USD 100 Million, USD7 5 million facility restatement with one of the largest privately owned tobacco entities in Malawi, and one of the top three tobacco merchants in the world. The scope of the assignments included conducting legal due diligence on the borrowers, 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.
- Local counsel on a USD10 million term facility agreement between Coca-Cola and a major South African bank.
- Advised CMS Francis Lefebvre Avocats on capital gains tax, transfer tax, stamp duty, and other taxes on an indirect sale of shares between two non-resident entities and limitation period for tax audits in Malawi.
- Advised Seacon Ltd with DLA Piper law firm on refinancing, restructuring, and setting up an evergreen a security trust structure.
- 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 Masmart Holdings on consumer credit contracts for an entity in Malawi.
- 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 implementing 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 the 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 the Dwangwa Cogeneration project
- Provided a preliminary advisory note to Elsewedy on the construction of a 100 MW Solar PV Power Plant and the construction of Hydropower Project in Malawi.
- Advised an Australian mining company on the regulatory framework for mining licensing, Mining Development Agreements, fiscal incentives, and mining operations in Malawi to the 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 Mining company in Malawi with a mining license for heavy mineral sand and advised on statutory approvals for a mining project in Malawi.
- Local advisor on an inquiry from the German Insolvency Administrator of the German debtor Jos. Hansen & Soehne GmbH with stakes in an Automotive Products entity in Malawi on the sale and transfer of shares to Adrian Group Limited. Conducted a review of the separate Share Purchase Agreements governed by German law and the mandatory Malawian and COMESA corporate law which governs closing as well as merger proceedings. Analyzed the possible requirements to conclude the contemplated merger and the documents needed for the closing.
- Advised Trademark East Africa on foreign company registration and change of name in Malawi.
- Advised Illovo Sugar (Malawi) Plc and Associated British Foods on the 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 Aisin Corporation with DLA Piper Japan on a possible car navigation system, speed cameras, and spatial data in Malawi.
- 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 set 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 legal due diligence in conjunction with CDH about a $3 million equity investment in an entity that provides solar electricity to rural Africa.
- 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 USD 6,000,000-00.
- 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, and deliver diesel power generation plants in Malawi. Advised and represented the entity on arbitration under the UNCITRAL Arbitration Rules before the Permanent Court of Arbitration and Council for National and International Commercial Arbitration.
- Represented NR Electric Co. Ltd, in a dispute relating to procurement and construction contracts, arising from the construction of solar power in Malawi’s Likoma and Chizumulu Island
- 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.
- Advised the Premier League on sports/media/cyber instructions related to Malawi.
- 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 FDH Bank Plc on debt collection, labor 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 of contentious insurance matters.
- Advised and represented PWC on a contentious claim by NBS Bank Limited in respect to the 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 a renewable energy project in Malawi with an Asian partner.
- 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.
- Litigating on high-scale class actions on behalf of Illovo Sugar (Malawi) Plc
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.