Deal Maker of the Year Awards 2012 WINNER - FRANCE

DEAL: SEAF India Agribusiness International receives US $ 9,5m investments

from French institutions Proparco and Unigrains

NAME: Pierre Tallot FIRM: Taylor Wessing POSITION: Partner, Ph.D. Head of Banking, Finance & Restructuring

BIO:

In 2012 Pierre Tallot was voted by his peers as being one of the “Best Lawyers” in France for banking/finance activities. He is also recommended in this field as well as for restructuring and insolvency transactions by IFLR 1000 - 2013.

Pierre advises European and international clients in connection with their financial, organisational and commercial needs, in particular with respect to corporate, real estate or projects financings, as well as on restructuring matters and distressed debts/assets.

He intervenes on a broad variety of techniques, drawing on his longstanding experience of complex transactions. Many of the matters referred to Pierre have a multi-jurisdictional dimension, be they linked to Europe, Africa or Asia-Pacific.

Pierre Tallot has earned a legal (PhD) and financial education (MBA). Pierre began his career as an investment banker and then practised as an attorney for international firms before joining Taylor Wessing in 2010. He is also a member of the Paris Bar since 1997.

Pierre speaks regularly in conferences, forums and seminars. His articles and interviews are published notably by Les Echos, Option Finance and IFLR. Pierre belongs to various social and professional networks.

Recently Pierre Tallot assisted his clients on noteworthy transactions, acting as: • Adviser to a bank involved as senior lender in the context of a circa Euro 400,000,000 distressed real estate financing granted to a US private equity house;

• Adviser to two French banks in connection with their financing of the acquisition by a real estate vehicle of hotels based in the French Caribbean;

• Adviser to an international hotel chain in connection with the borrowing of a credit of Euro 40,000,000 destined to finance its French activities;

• Adviser to a US biotech company in connection with its contractual and financial exposure to the bankruptcy of a French-based contract research organisation.

DEAL OVERVIEW:

TAYLOR WESSING acted as sole counsel to PROPARCO and UNIGRAINS in connection with their investments of US $7.5m and US $2m into SEAF INDIA AGRIBUSINESS INTERNATIONAL, this vehicle completing on such occasion its second fundraising.

SEAF INDIA AGRIBUSINESS INTERNATIONAL was established by SEAF, an international not-for-profit organisation that sets up and manages investment vehicles around the world with a particular focus on small and medium enterprises in developing or emerging countries (such as India).

The fund will co-invest alongside SEAF INDIA AGRIBUSINESS FUND, a local investment fund which has attracted renowned Indian investors. These two funds intend to co-invest up to US $75m in the Indian agribusiness and agro-industrial sectors over a 9-year period. The investments of an average value of US $2 to 7m are destined to Indian SME with a strong agricultural potential throughout the region.

The French investors have chosen to combine their strengths to support this innovative approach. PROPARCO (a financial development institution owned by French State Development Agency AFD and private shareholders) will contribute its renowned project experience in emerging countries, while UNIGRAINS (a financial company specialising in agribusiness and agro-industry owned by cereal sector professionals) will contribute its expertise in the agribusiness and agro-industrial sectors.

Pierre Tallot, head of the Banking, Finance & Restructuring practice of TAYLOR WESSING (France) advised PROPARCO and UNIGRAINS as lead counsel throughout the negotiation, documentation and completion of their investments.

This transaction is a very good example of how the markets have evolved over the recent years, notably in the private equity, funds and financing areas. Nowadays, companies, investors, banks and their advisers operate commonly on cross border basis, surfing on the globalization wave. More than that, many players are very familiar with foreign countries’ financial constraints, legal frameworks and cultural issues.

An interesting feature here was to have very different legal systems and time-zones involved, therefore obliging all parties concerned to make significant efforts to understand each other and work in confidence towards the same goal despite diverging constraints.

TAYLOR WESSING is increasingly involved in transactions which present same characteristics: (i) multi-jurisdictional legal and taxation issues are to be addressed in tight timeframes; (ii) funding is often provided on a consortium basis by players which have different legal status (e.g., banks, investment funds, State-owned vehicles); (iii) new regions are targeted thus requiring from the players concerned an in-depth knowledge of the possible local pitfalls; (iv) reporting and monitoring are key points to be anticipated seriously to prevent future issues for Western entities operating away from their bases.

As a result of the current financial crisis and slowdown of activities in Europe, we anticipate this trend to develop in a significant manner and are well equipped to accompany it in Africa, Asia, Eastern Europe and Latin-America. Indeed, TAYLOR WESSING enjoys an excellent coverage in terms of business sectors, legal expertise and geographies, either directly with more than 20 offices across the map or using its network of “best friends” when necessary.