Contact details

Ngowari Adikibi

T: +33 1 44 15 82 06 M: +33 7 57 07 88 99 Email Ngowari | vCard Office: Paris

Ngowari Adikibi Of counsel

Contact details

Ngowari Adikibi

Ngowari Adikibi
Of counsel

T: +33 1 44 15 82 06 M: +33 7 57 07 88 99 Email Ngowari | vCard Office: Paris

Ngowari Adikibi acts for management companies and GPs, as well as institutional investors, in the domain of international funds creation and cross-border corporate/private equity transactions.
  • Profile
  • Services
  • Sectors
  • Locations

Ngowari’s practice involves delivering innovative solutions for the structuring, creation, negotiation and marketing of different forms of funds investing predominantly in Europe and Africa (including French fund structures, Luxembourg vehicles, English, Scottish and Channel Islands limited partnerships, Mauritius funds and hybrid structures).

Ngowari also creates carried interest structures and regulated portfolio management entities for management teams. She advises fund managers on regulatory matters relating to their authorisation and their marketing, operation and management of funds. She equally assists management companies with the process and contractual framework for the distribution of fund interests. In addition, she advises private equity houses on international investments and divestments of portfolio assets in general, and secondary transfers of interests in portfolio funds.

Prior to joining Stephenson Harwood, Ngowari was a lawyer in the International Funds department of a leading global law firm in international funds.

Having previously obtained solid experience of complex and high-end cross-border M&A/ private equity transactions within the corporate/ private equity departments of several US law firms in London and Paris, Ngowari also gained significant emerging markets experience working in Argentina, Brazil and Uruguay, where she advised European investors regarding foreign investment in the Mercosur.
  • Investment funds
  • Private equity
  • Projects and infrastructure

Advising a French independent management company specialising in equity investments in unlisted companies regarding:

  • the creation of a European private equity fund, composed of a main fund and parallel structure (target size - €200 million);
  • the creation of a European private equity co-investment fund (target size - €100 million);
  • several secondary transactions - transfer of LP interests to new LPs.

Advising a listed company, leading player in alternative asset management, in the context of the creation of an energy transition fund in partnership with a French public investment bank, a French "Supermajor" oil company and a French insurance group (target size - €1 billion).

Advising a world-leading private investment house with assets of US$90 billion managed or advised in Europe, the Americas and Asia regarding the creation of a clean energy fund (target size - €300 million).

Advising the investment arm of a British multinational investment bank group specialising in private equity and secondary direct & indirect investments with respect to structuring its second direct hybrid fund (target size - €700 million, final size at closing €775 million) and staff co-investment scheme.

Advising a leading independent European manager and advisor of private equity, private debt and infrastructure funds and mandates, inter alia, in relation to:

  • assistance with the creation of a European private equity co-investment direct buy-out fund in the form of a Luxembourg SCS RAIF (target size – €300 million);
  • the creation of a French fund with multiple compartments, upon public procurement mandate, dedicated to a French State entity (target size – €200 million);
  • the creation of two generations of a French mandate fund backed by a listed French multinational company (target size – €100 million);
  • a c. €250 million secondary transaction - disposal of interests in portfolio funds to four institutional buyers;
  • a c. €150 million secondary transaction - disposal of interests in portfolio funds to five institutional buyers;
  • several primary investments in prospective portfolio funds;
  • general company secretarial and fund housekeeping tasks.

Advising one of the world’s leading asset managers in the field of development investments in emerging and developing economies with US$3.1 billion of assets under management regarding the structuring of a Luxembourg fund investing in the agricultural value chain in fast-growing developing countries (target size - US$150 million).

Advising an independent French private investment firm, based in Paris and San Francisco, with respect to the structuring a venture capital and private equity technology fund, composed of a direct fund and a fund of funds (target size - €400 million).

Advising a European early-stage venture capital firm, based in Paris with respect to the structuring of a venture capital fund and parallel fund (seed and pre-seed), targeting start-ups across Europe, as well as European founders (target size - €100 million).

Advising a European venture studio, providing creativity, network, support and productive capital in relation to the structuring of a venture capital/growth fund (Series B financing stage and beyond) (target size - €100 million).

Advising a next-generation financial services company, based in Luxembourg, investing in the Middle East and Africa regarding the structuring of an African fund, in the form of a Mauritius limited partnership, investing in high-growth consumer businesses in the Maghreb region (target size US$500 million).

Advising a premium independent private equity firm offering investors a diversified range of investment opportunities in private equity in the Middle East and Africa with over US$1 billion assets under management with respect to:

  • the structuring of an African industrialisation fund in the form of a Mauritius limited partnership, investing in North Africa and Sub-Sahara Africa and including local investors, ­­international DFIs and Shariah investors (target size US$250 million);
  • a US$400 million follow-on MENA fund targeting equity and equity-related investments in sectors driven by consumer demand such as consumer goods, retail, media & communications and consumer financial services, composed of two English limited partnerships (GCC partnership and non-GCC Partnership).

Advising a global investor and asset manager specialising in long-term public and community infrastructure in relation to various transactions e.g.:

  • the structuring of an African infrastructure fund (target size - €300 million) (main fund and parallel funds dedicated to international development finance institution);
  • the creation of a feeder fund of a European infrastructure fund to act as a blocker for specific US tax exempt investors (UBTI sensitive investors) and non-US investors (ECI and CAI sensitive investors);
  • the structuring of global carried interest vehicle scheme for the Management Team (French and foreign carried interest holders) in the African infrastructure fund and another European infrastructure fund, taking into account the Regime Arthuis (French preferential carried interest taxation regime).

Advising a French public investment bank with respect to several primary investments in prospective European and US portfolio funds.

More: Investment funds

Advising a French independent management company specialising in equity investments in unlisted companies regarding:

  • the creation of a European private equity fund, composed of a main fund and parallel structure (target size - €200 million);
  • the creation of a European private equity co-investment fund (target size - €100 million);
  • several secondary transactions - transfer of LP interests to new LPs.

Advising a listed company, leading player in alternative asset management, in the context of the creation of an energy transition fund in partnership with a French public investment bank, a French "Supermajor" oil company and a French insurance group (target size - €1 billion).

Advising a world-leading private investment house with assets of US$90 billion managed or advised in Europe, the Americas and Asia regarding the creation of a clean energy fund (target size - €300 million).

Advising the investment arm of a British multinational investment bank group specialising in private equity and secondary direct & indirect investments with respect to structuring its second direct hybrid fund (target size - €700 million, final size at closing €775 million) and staff co-investment scheme.

Advising a leading independent European manager and advisor of private equity, private debt and infrastructure funds and mandates, inter alia, in relation to:

  • assistance with the creation of a European private equity co-investment direct buy-out fund in the form of a Luxembourg SCS RAIF (target size – €300 million);
  • the creation of a French fund with multiple compartments, upon public procurement mandate, dedicated to a French State entity (target size – €200 million);
  • the creation of two generations of a French mandate fund backed by a listed French multinational company (target size – €100 million);
  • a c. €250 million secondary transaction - disposal of interests in portfolio funds to four institutional buyers;
  • a c. €150 million secondary transaction - disposal of interests in portfolio funds to five institutional buyers;
  • several primary investments in prospective portfolio funds;
  • general company secretarial and fund housekeeping tasks.

Advising one of the world’s leading asset managers in the field of development investments in emerging and developing economies with US$3.1 billion of assets under management regarding the structuring of a Luxembourg fund investing in the agricultural value chain in fast-growing developing countries (target size - US$150 million).

Advising an independent French private investment firm, based in Paris and San Francisco, with respect to the structuring a venture capital and private equity technology fund, composed of a direct fund and a fund of funds (target size - €400 million).

Advising a European early-stage venture capital firm, based in Paris with respect to the structuring of a venture capital fund and parallel fund (seed and pre-seed), targeting start-ups across Europe, as well as European founders (target size - €100 million).

Advising a European venture studio, providing creativity, network, support and productive capital in relation to the structuring of a venture capital/growth fund (Series B financing stage and beyond) (target size - €100 million).

Advising a next-generation financial services company, based in Luxembourg, investing in the Middle East and Africa regarding the structuring of an African fund, in the form of a Mauritius limited partnership, investing in high-growth consumer businesses in the Maghreb region (target size US$500 million).

Advising a premium independent private equity firm offering investors a diversified range of investment opportunities in private equity in the Middle East and Africa with over US$1 billion assets under management with respect to:

  • the structuring of an African industrialisation fund in the form of a Mauritius limited partnership, investing in North Africa and Sub-Sahara Africa and including local investors, international DFIs and Shariah investors (target size US$250 million);
  • a US$400 million follow-on MENA fund targeting equity and equity-related investments in sectors driven by consumer demand such as consumer goods, retail, media & communications and consumer financial services, composed of two English limited partnerships (GCC partnership and non-GCC Partnership).

Advising a French public investment bank with respect to several primary investments in prospective European and US portfolio funds.

More: Private equity

Advising a global investor and asset manager specialising in long-term public and community infrastructure in relation to various transactions e.g.:

  • the structuring of an African infrastructure fund (target size - €300 million) (main fund and parallel funds dedicated to international development finance institution);
  • the creation of a feeder fund of a European infrastructure fund to act as a blocker for specific US tax exempt investors (UBTI sensitive investors) and non-US investors (ECI and CAI sensitive investors);

the structuring of global carried interest vehicle scheme for the Management Team (French and foreign carried interest holders) in the African infrastructure fund and another European infrastructure fund, taking into account the Regime Arthuis (French preferential carried interest taxation regime).

More: Projects and infrastructure

  • Funds and financial services

Advising a French independent management company specialising in equity investments in unlisted companies regarding:

  • the creation of a European private equity fund, composed of a main fund and parallel structure (target size - €200 million);
  • the creation of a European private equity co-investment fund (target size - €100 million);
  • several secondary transactions - transfer of LP interests to new LPs.

Advising a listed company, leading player in alternative asset management, in the context of the creation of an energy transition fund in partnership with a French public investment bank, a French "Supermajor" oil company and a French insurance group (target size - €1 billion).

Advising a world-leading private investment house with assets of US$90 billion managed or advised in Europe, the Americas and Asia regarding the creation of a clean energy fund (target size - €300 million).

Advising the investment arm of a British multinational investment bank group specialising in private equity and secondary direct & indirect investments with respect to structuring its second direct hybrid fund (target size - €700 million, final size at closing €775 million) and staff co-investment scheme.

Advising a leading independent European manager and advisor of private equity, private debt and infrastructure funds and mandates, inter alia, in relation to:

  • assistance with the creation of a European private equity co-investment direct buy-out fund in the form of a Luxembourg SCS RAIF (target size – €300 million);
  • the creation of a French fund with multiple compartments, upon public procurement mandate, dedicated to a French State entity (target size – €200 million);
  • the creation of two generations of a French mandate fund backed by a listed French multinational company (target size – €100 million);
  • a c. €250 million secondary transaction - disposal of interests in portfolio funds to four institutional buyers;
  • a c. €150 million secondary transaction - disposal of interests in portfolio funds to five institutional buyers;
  • several primary investments in prospective portfolio funds;
  • general company secretarial and fund housekeeping tasks.

Advising one of the world’s leading asset managers in the field of development investments in emerging and developing economies with US$3.1 billion of assets under management regarding the structuring of a Luxembourg fund investing in the agricultural value chain in fast-growing developing countries (target size - US$150 million).

Advising an independent French private investment firm, based in Paris and San Francisco, with respect to the structuring a venture capital and private equity technology fund, composed of a direct fund and a fund of funds (target size - €400 million).

Advising a European early-stage venture capital firm, based in Paris with respect to the structuring of a venture capital fund and parallel fund (seed and pre-seed), targeting start-ups across Europe, as well as European founders (target size - €100 million).

Advising a European venture studio, providing creativity, network, support and productive capital in relation to the structuring of a venture capital/growth fund (Series B financing stage and beyond) (target size - €100 million).

Advising a next-generation financial services company, based in Luxembourg, investing in the Middle East and Africa regarding the structuring of an African fund, in the form of a Mauritius limited partnership, investing in high-growth consumer businesses in the Maghreb region (target size US$500 million).

Advising a premium independent private equity firm offering investors a diversified range of investment opportunities in private equity in the Middle East and Africa with over US$1 billion assets under management with respect to:

  • the structuring of an African industrialisation fund in the form of a Mauritius limited partnership, investing in North Africa and Sub-Sahara Africa and including local investors, international DFIs and Shariah investors (target size US$250 million);
  • a US$400 million follow-on MENA fund targeting equity and equity-related investments in sectors driven by consumer demand such as consumer goods, retail, media & communications and consumer financial services, composed of two English limited partnerships (GCC partnership and non-GCC Partnership).

Advising a global investor and asset manager specialising in long-term public and community infrastructure in relation to various transactions e.g.:

  • the structuring of an African infrastructure fund (target size - €300 million) (main fund and parallel funds dedicated to international development finance institution);
  • the creation of a feeder fund of a European infrastructure fund to act as a blocker for specific US tax exempt investors (UBTI sensitive investors) and non-US investors (ECI and CAI sensitive investors);
  • the structuring of global carried interest vehicle scheme for the Management Team (French and foreign carried interest holders) in the African infrastructure fund and another European infrastructure fund, taking into account the Regime Arthuis (French preferential carried interest taxation regime).

Advising a French public investment bank with respect to several primary investments in prospective European and US portfolio funds.

More: Funds and financial services

  • Europe
  • Africa / The Middle East

Advising a French independent management company specialising in equity investments in unlisted companies regarding:

  • the creation of a European private equity fund, composed of a main fund and parallel structure (target size - €200 million);
  • the creation of a European private equity co-investment fund (target size - €100 million);
  • several secondary transactions - transfer of LP interests to new LPs.

Advising a listed company, leading player in alternative asset management, in the context of the creation of an energy transition fund in partnership with a French public investment bank, a French "Supermajor" oil company and a French insurance group (target size - €1 billion).

Advising a world-leading private investment house with assets of US$90 billion managed or advised in Europe, the Americas and Asia regarding the creation of a clean energy fund (target size - €300 million).

Advising the investment arm of a British multinational investment bank group specialising in private equity and secondary direct & indirect investments with respect to structuring its second direct hybrid fund (target size - €700 million, final size at closing €775 million) and staff co-investment scheme.

Advising a leading independent European manager and advisor of private equity, private debt and infrastructure funds and mandates, inter alia, in relation to:

  • assistance with the creation of a European private equity co-investment direct buy-out fund in the form of a Luxembourg SCS RAIF (target size – €300 million);
  • the creation of a French fund with multiple compartments, upon public procurement mandate, dedicated to a French State entity (target size – €200 million);
  • the creation of two generations of a French mandate fund backed by a listed French multinational company (target size – €100 million);
  • a c. €250 million secondary transaction - disposal of interests in portfolio funds to four institutional buyers;
  • a c. €150 million secondary transaction - disposal of interests in portfolio funds to five institutional buyers;
  • several primary investments in prospective portfolio funds;
  • general company secretarial and fund housekeeping tasks.

Advising one of the world’s leading asset managers in the field of development investments in emerging and developing economies with US$3.1 billion of assets under management regarding the structuring of a Luxembourg fund investing in the agricultural value chain in fast-growing developing countries (target size - US$150 million).

Advising an independent French private investment firm, based in Paris and San Francisco, with respect to the structuring a venture capital and private equity technology fund, composed of a direct fund and a fund of funds (target size - €400 million).

Advising a European early-stage venture capital firm, based in Paris with respect to the structuring of a venture capital fund and parallel fund (seed and pre-seed), targeting start-ups across Europe, as well as European founders (target size - €100 million).

Advising a European venture studio, providing creativity, network, support and productive capital in relation to the structuring of a venture capital/growth fund (Series B financing stage and beyond) (target size - €100 million).

Advising a French public investment bank with respect to several primary investments in prospective European and US portfolio funds.

Advising a next-generation financial services company, based in Luxembourg, investing in the Middle East and Africa regarding the structuring of an African fund, in the form of a Mauritius limited partnership, investing in high-growth consumer businesses in the Maghreb region (target size US$500 million).

Advising a premium independent private equity firm offering investors a diversified range of investment opportunities in private equity in the Middle East and Africa with over US$1 billion assets under management with respect to:

  • the structuring of an African industrialisation fund in the form of a Mauritius limited partnership, investing in North Africa and Sub-Sahara Africa and including local investors, international DFIs and Shariah investors (target size US$250 million);
  • a US$400 million follow-on MENA fund targeting equity and equity-related investments in sectors driven by consumer demand such as consumer goods, retail, media & communications and consumer financial services, composed of two English limited partnerships (GCC partnership and non-GCC Partnership).

Advising a global investor and asset manager specialising in long-term public and community infrastructure in relation to various transactions e.g.:

  • the structuring of an African infrastructure fund (target size - €300 million) (main fund and parallel funds dedicated to international development finance institution);
  • the creation of a feeder fund of a European infrastructure fund to act as a blocker for specific US tax exempt investors (UBTI sensitive investors) and non-US investors (ECI and CAI sensitive investors);
  • the structuring of global carried interest vehicle scheme for the Management Team (French and foreign carried interest holders) in the African infrastructure fund and another European infrastructure fund, taking into account the Regime Arthuis (French preferential carried interest taxation regime).
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