On 24 June 2024, the LMA published a new USD Term SOFR loan agreement, governed by English law while assuming a variety of African borrowers/guarantors including Mauritius, Ghana, Nigeria, Kenya, Tanzania, Uganda and Zambia.

This aims to promote certainty for investors lending into Africa via the “Mauritian Holdco Structure”, whereby international investment is channelled into a Mauritian parent “Holdco” and “on-lent” to operating subsidiaries in the relevant African countries. Mauritius is popular due to a lack of foreign exchange controls, a strategic location, economic, political and legal stability, a raft of double tax treaties with other African countries and a skilled, bilingual workforce.

On 7 June 2024, the LMA is pleased to have published a guidance note which sets out documentary considerations when dealing with a sovereign borrower or guarantor. The guidance has been produced following demand from LMA members, partly driven by recent experiences in the market in respect of sovereign distress cases.

The guidance note is intended to be a helpful tool for lenders, investors, borrowers and advisers of the relevant considerations in the context of dealing with sovereign obligors (which includes for these purposes a state-owned entity). 

On 9 May 2024, we published further South African law documentation to assist the loan market in transitioning away from JIBAR to compounded ZARONIA. The Unsecured Single Currency Single Borrower Term and Revolving Facilities Agreement Incorporating Rate Switch Provisions (the “Exposure Draft SA Rate Switch Agreement”) provides for an in-built switch from JIBAR to a backward-looking compounded ZARONIA on the occurrence of specified trigger events.  It includes mechanics and provisions for transition which are intended to mitigate the risk of a further amendment being required.

The LMA is pleased to have published updated versions of its developing markets and pre-export finance (PXF) facility agreements for the transition to risk-free rates (RFRs). 

We are pleased to have published a user guide and revised recommended form of replacement of screen rate clause for the LMA’s South African law documents (“SA revised replacement of screen rate clause”). The SA revised replacement of screen rate clause is based on the LMA’s existing 2018 revised replacement of screen rate clause (as updated) produced in the context of LIBOR transition. However, it also has regard to the work of the MPG on sample reference language for bilateral loans and reflects specifics of the South African market and JIBAR transition. In order to provide additional context, there are footnotes explaining any differences in the LMA clause and the MPG sample clause.

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