CHANDA MUSONDA CHILUBA | Associate, Musa Dudhia & Company

BACKGROUND

Prior to joining Musa Dudhia & Company, Chanda was repeatedly recognised for academic excellence and outstanding performance in her studies. Most notably, whilst studying at Rhodes University she was offered membership into the Golden Key International Honours Society, an invitational society which only extends membership to those in the top 15% of their class.  Furthermore, in 2006 Chanda was presented with the Deans Merit Award in recognition of her exceptional academic performance.

Upon completion of her studies, Chanda has been exposed to diverse disciplines of law during her time as an Associate at Musa Dudhia & Company. In particular, she has a passionate interest in and is considerably skilled at advising on matters relating to corporate law, intellectual property law, and capital markets. Chanda has gained extensive experience in advising on complex transactional matters and she excels at providing general corporate advisory services.


PROFESSIONAL QUALIFICATIONS

2011 – Zambia Institute of Advanced Legal Education, Legal Practitioners’ Qualifying Exam; Zambia

2006 – Rhodes University, Bachelor of Laws (LLB), South Africa


CAREER SUMMARY

2011 – to date     Associate, Musa Dudhia & Company

2012                    Secondment, Nabarro LLP

2009 – 2011       Assistant, Musa Dudhia & Co


MEMBERSHIPS

  • Member, Law Association of Zambia

AREAS OF EXPERTISE

  • Capital Markets
  • Corporate and Commercial

TOP MATTERS

  • Chanda acted as team member in a transaction which involved the provision of an equipment finance facility of US$ 100 million by the Client to Kalumbila Minerals Limited (the Borrower) an indirect wholly owned subsidiary of First Quantum Minerals Limited. The loan was made available to the Borrower in order that it may either purchase specified equipment already delivered to it by the Client or reimburse at least 80% of the purchase price of the already delivered equipment. Our role for this transaction was to attend to the review of the English law governed loan agreement and guarantee to ensure compliance with Zambian laws. We were further required to conduct a due diligence on the Borrower, draft and perfect the debenture and provide legal advice on the regulatory requirements of various aspects of the transaction.
  • Chanda acted as team member in a transaction which involved the provision of a US$ 14 million advance of facilities by the Client to Metalco Industries Company Limited (the Borrower). Under this transaction, the Client initially provided the Borrower with facilities in the sum of US$ 10 million (the Original Facility) and further agreed to provide the Borrower an additional sum of US$ 4 million on the Original Facility (the New Facility) through the execution of an amendment and restatement  facility agreement  and a second FNB Zambia facility agreement. Our role for the Original Facility was to assist with the preparation of the loan agreement, conduct a due diligence on the Borrower, review the assignment and cession of debts, intercreditor deed, subordination agreement, and cession of loan account. For the New Facility we were required to provide legal advice on how best to effect the transaction, assist with the preparation of the amendment and restatement facility agreement, the amended and restated intercreditor deed, the second FNB Zambia facility agreement and the Deed of Confirmation. We also assisted with the preparation of the security documents on the Original Facility and attended to the preparation of the further security provided for the New Facility.
  • Chanda acted as team member in a transaction which involved the provision of a K 13 million secured loan facility to Madison Finance Company Limited (the Borrower). The loan was to be utilised by the Borrower for the provision of loans to Small Medium Enterprises in Zambia. Our role in this transaction was to provide legal advice on the appropriate security to be taken by the Client, attend to the preparation of a debenture over the loan book of the Borrower and the registration of the same at the Ministry of Lands and the Patents and Companies Registration Agency. Further, we were required to attend to the preparation of an intercreditor agreement which was to be between the Client and Access Bank Limited, Intermarket Banking Corporation (Zambia) Limited, Zambia National Commercial Bank Plc and African Life Financial Services (Zambia) Limited.
  • Chanda acted as team member in a transaction which involved the provision by the Client of a US$ 5 million secured loan to go towards the capital expenditure requirements of to Greenbelt Fertilisers (the Borrower). Our role in this transaction was to attend to the preparation of the loan agreement, prepare the charge over shares of the Borrower, prepare the debenture, prepare the promissory note and conduct a due diligence on the Borrower.
  • Chanda acted as team member in a transaction which involved the provision by the Client of US$ 2.5 billion term and revolving facilities to First Quantum Minerals Limited in Canada (the Borrower) which loan was to be guaranteed by the various subsidiaries of the Borrower which included 4 Zambian companies being; Kansanshi Mining Plc (Kansanshi), Kalumbila Minerals Limited, First Quantum Mining Operations Limited and Kiwara Resources Zambia Limited (the Obligors). In addition to the guarantee, the 4 companies including a 5th company called Kafue Transport Services Limited had to subordinate all their intragroup loans to the Clients loan. Our role for this transaction was to conduct a due diligence on the Obligors, issue a legal opinion on the capacity of the five companies to enter into the finance documents, attend to the review the English law governed facility agreement , attend to the review of the subordination agreement, issue a legal opinion on the enforceability of the facility agreement under Zambian law, prepare a charge over shares in Kansanshi, prepare and comment on the conditions precedent documentation and release the existing security on Kanshanshi.
  • Chanda acted as team member in a transaction which involved the multimillion dollar purchase of 100% shares in MRI Seed Zambia Limited (MRI)by Syngenta. Though based in Switzerland, Syngenta is the world’s largest maker of crop chemicals while MRI is the leading developer, producer and distributor of white maize seed in Zambia. As a result, this transaction was closely monitored by the Competition and Consumer Protection Commission. Our role in this transaction involved acting as lead counsel with United States of America Firm Mckeanna Long and Aldridge carrying out of an extensive due diligence exercise on MRI and thereafter taking remedial action based on the results of the due diligence. We were responsible for ensuring all corporate authorisations, licences, approvals and all other relevant documentation was accurately held by MRI prior to its acquisition by Syngenta. In addition, we provided assistance in the preparation of the transaction documents, including the Sale of Shares Agreement, to a local firm in Zambia and an international firm acting in their capacity as advocates for Syngenta.
  • Chanda acted as team member in a transaction which involved the multimillion dollar acquisition by the Zambian subsidiary of IHS Holdings Limited (IHS), of over 700 mobile communication towers owned by MTN Group’s Zambian subsidiary (MTN). IHS Holdings Limited is Africa’s leading telecommunications infrastructure provider while MTN is a South Africa-based multinational mobile telecommunications company operating in many African jurisdictions. The result of this transaction was the operation by IHS of the towers and related passive infrastructure and the investment into a built-to-suit program to support MTN’s future requirements. For this transaction, we undertook an extensive due diligence of over 700 lease agreements relating to the properties where the mobile telecommunication towers are situated across the 9 provinces of Zambia. Also, we undertook a due diligence exercise in respect of the material contracts relating to the telecommunication towers. Thereafter we were involved in the preparation of the transaction documents with Allen and Overy. We were additionally involved in the financing part of the transaction which financing was provided by Standard Chartered Bank Plc to IHS to facilitate their purchase of the communication towers.
  • Chanda is acting as member of the lead counsel team advising on the transaction involving the investment by Kibo Fund LLC, a private equity fund managed by the Client, into Madison Financial Services Limited. The investment entailed the acquisition of 20% shares in MFSL by the Kibo Fund as well the Kibo Fund would invest in MFSL an additional amount by way of convertible preferred shares of par value of US$ 1 000 (with a 10% dividend attached to those shares) Our firm was required to conduct a due diligence on MFSL in which we were expected to establish the on-the-ground details of relating to corporate structure of MFSL and its subsidiaries, organisation and management, loan agreements identified as material by the Client, material contracts entered into by the Company, real property owned by MFSL, employment, pension and social security arrangements of MFSL, licences and regulatory environment affecting the Company (excluding environmental matters), financial arrangements and borrowings of the Company and litigation affecting the Company. Our firm was also required to attend to the preparation, negotiation and registration of transactional documents relating to the acquisition of shares in MFSL by the Kibo Fund
  • Chanda acted as team member in a transaction which involved the acquisition of 24% of the shares in Radio Phoenix (1996) Limited (the Target)by YMH (Proprietary) Limited a private company incorporated in the Republic of Botswana (YMH). The initial objective of the transaction was for YMH acquire a majority shareholding in the Target. This goal was however specifically prohibited under the Independent Broadcasting Authority Act which states that a foreign entity may not own more than 25% in a Zambian company. For this transaction we provided legal advice to the client on the appropriate structure the transaction and transaction documents should take so that the Client would be able to control the company without actually holding a majority of the shares in the Target. We further conducted a due diligence on the Target, attended to the preparation of the management agreement, the sale of shares agreement and the shareholders agreement.
  • Chanda acted as team member in a transaction which involved the provision of a US$ 57 million exchangeable bond to Standard Chartered Bank(SCB) by the Client ffor purposes of the Client following its rights pursuant to a rights issue in Copperbelt Energy Corporation Plc (CEC), a listed power company in Zambia and the re-organisation of the Zambia Energy Corporation (Ireland) Limited group of companies (ZECI Group). We acted as local counsel to the Client on all aspects of the transaction notably, advising on the transaction structure, security for the exchangeable bond, competition approval and the transfer of shares of part of the ZECI Group. Currently, we are finalising the perfection of the security given for the exchangeable bond and also advising on the mandatory offer process, triggered by the re-organisation of the ZECI Group.