Ololade .R. Osibanjo

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ac25n6@r.postjobfree.com

PROFILE

A qualified Solicitor in United Kingdom and Nigeria with years of qualitative experience in one of the largest law firms in Nigeria, West Africa. I specialise in corporate and commercial advisory matters with my primary focus on corporate governance, regulatory compliance, capital markets, company secretarial, corporate restructurings, mergers and acquisitions, due diligence, and general corporate advisory matters. I have hands on experience with diverse sectors within Nigeria particularly in the, telecommunication and financial industry with a good grasp of Nigerian regulations which translates into understanding the essence of good corporate governance and compliance for businesses within the public and private sector.

EDUCATION

2014- 2015 Management and Corporate Governance,

Ulster University, Northern Ireland, UK (MSc)

2009-2010 Nigerian Law School, Abuja, Nigeria (BL) 2007-2008 BPP Law school, Waterloo, London (Dp.Law/LPC) 2005 – 2007 University of Hertfordshire, Hertfordshire, UK (LLB) PROFESSIONAL EXPERIENCE

July 2012 – Till date Udo Udoma and Belo –Osagie (Associate) October 2010 – December 2011 Schlumberger Nigeria Limited (Contracts Analyst)

May 2008 – May 2009 Rock Solicitors, London (Associate) Work experience (indicative highlights)

1. Corporate and commercial legal practice

Negotiating and drafting documentation in relation to Joint ventures between foreign investors and Nigerian promoters.

Drafting, reviewing and advising on various agreements including voting pool agreements, powers of attorney, shareholders’ agreements, indemnities and guarantees, consultancy services agreements, equipment supply contracts, and loan agreements.

Advising on various aspects of Nigerian company law including incorporation of a Nigerian company and various approvals required for foreign investors, special arrangements between shareholders, share sales and purchases, election and removal of directors, and compliance with the Companies and Allied Matters Act.

Insolvency and winding up

2. Private Equity, corporate re-structuring, mergers and acquisitions

Was part of the firm’s team that advised an emerging market investor in connection with its investment in a Nigerian bank. My team conducted the legal due diligence review on the bank, issued a due diligence report, drafted the subscription agreement and shareholders’ agreement, collated conditions precedent, issued a legal opinion, reviewed the special placement memorandum and attended the completion board meeting and closed out on the transaction.

Was part of the team that advised an international company on its divestment from a Nigerian Company. In this capacity, I drafted the agreement between the international company and the purchaser of the shares, and advised on the special sale of the shares on the floor of the Nigerian Stock Exchange.

Was part of the team that advised the Emerging Markets Partnership-led consortium in connection with their investment in Nigeria. My team conducted the legal due diligence review, issued a due diligence report, reviewed the subscription agreement and shareholders’ agreement and collating conditions precedent.

Was a member of the teams that advised international institutions on their acquisition of majority shares in two insurance companies, one of which is listed on the Nigerian Stock Exchange. In both transactions, my role involved reviewing transaction documentation, issuing legal opinions, and supervising the due diligence reviews of the investee companies.

Provided legal advice and transactional support to international financial organisations in respect of their equity investments in Nigerian companies operating in various sectors including companies in the telecommunications and food and beverage sector.

Advising local and international fund managers on the legal and regulatory requirements for establishing and operating private equity funds that will be domiciled in Nigeria.

Was a member of the team that advised on the Bond Issuance by some state governments. My role involved drafting the relevant vending and underwriting agreements, as well as reviewing the prospectus, trust deed and security documentation.

3. Banking, Corporate and Project Finance

Advising HSBC in connection with a facility to First City Monument Bank Plc. In this role, I reviewed and advised on the loan agreements, recommending amendments to the representations and warranties and covenants to ensure compliance with Nigerian tax laws and foreign exchange regulations. I was also responsible for collating conditions precedent, and issuing a legal opinion.

Advised the Oceanic Bank International Plc and Access Bank Plc – led consortium of lenders in connection with a syndicated term loan of $285 million to Spark-West Steel Industries Limited. I was responsible for drafting the Loan Facility Agreement, Deed of Security, Inter-creditor Agreement, and Memoranda of Deposit. I was also involved in advising on the security provided by the project company and its sponsors and on the perfection of the various security interests created at the lands’ registry and the CAC.

Currently advising a Nigerian borrower in connection with a $75 million term loan facility provided by a Citibank-led consortium of international lenders including DFIs, and a $10 million facility provided by a local consortium of lenders.

Advised Citibank International in connection with a [ ] loan facility to Intercontinental Bank Plc.

Advised the Industrial and Commercial Bank of China in connection with a [ ] loan facility to Starcomms Plc.

Currently advising the Australian and New Zealand Banking Group in connection with security to be created by seven Nigerian banks over some of their UK-based assets, in favour of the bank. Four of these transactions have been successfully concluded.

Currently advising the governments of Imo, Kaduna and Ebonyi states in connection with their respective bond issuance programmes. 4. Regulatory Compliance

I have advised numerous clients on Nigerian company law and compliance with the requirements of the Companies and Allied Matters Act. I have also interfaced with the CAC on behalf of these clients.

I have advised foreign investors on compliance with Nigerian immigration laws and assisted in securing entry visas, residence permits and alien cards for them. In addition, I have advised on business permits and expatriate quotas, assisted clients in applying for and obtaining these, and in complying with the requirement to make monthly returns in respect of expatriates.

I have advised on the requirements of the Factories Act and registration of various facilities that are regarded as factories within the meaning of that Act, with the Ministry for Labour.

I have advised on the requirements of the National Office for Technology Acquisition and Promotion Act and assisted clients in registering agreements to which the Act applies, with the NOTAP.

The due diligence reviews I have been involved in have all required that I advise clients on compliance by the respective target companies, with their sector-specific obligations, including obligations imposed by the Department for Petroleum Resources on operators within the oil and gas sector, obligations imposed by the Nigerian Communications Commission and obligations imposed by the Central Bank of Nigerian and the Securities and Exchange Commission. 5. Company secretarial practice

Attending board meetings and prepared minutes;

advising on company law and corporate governance;

assisting clients in filling various statutory forms and filing these forms at the CAC;

maintaining statutory books such as minute books and register of members;

effecting share transfers and issuing share certificates;

drafting resolutions and notices;

issuing notices for board and shareholders’ meetings; and

ensuring that clients are in compliance with Nigerian company law requirements.

6. Business development and marketing

Prepared bid proposals, expressions of interest, and response to requests for proposal presentations

Prepared introduction letters and other client relationship correspondence PROFESSIONAL AFFILIATIONS

Member, Nigerian Bar Association (NBA);

Associate member, Institute of Chartered Secretaries and Administrators UK (ICSA);

Member, Project Management Institute;

International Compliance Association (In view).

ADDITIONAL INFORMATION (including conferences/seminars/workshops attended):

First Aid and Safety at Work Training (2015);

ICSA Conference, UK (2016);

Achieving all round effectiveness as an in-house legal counsel (2017) ;

Certification on Compliance and Ethics professional- International (On- going). REFRENCES

Available on request.

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