The SPV was incorporated for the specific purpose of carrying out or procuring the carrying out of a privately financed project relating to the construction of a pipeline, pumping stations, water treatment plants, water reservoirs and other related infrastructure and installations between Salima and Lilongwe, abstracting water from Lake Malawi, pumping, treating and transmitting it from Salima to Lilongwe.

Dowell & Jones’ (D&J’s) role was to advise the arranging investment bank on the necessary corporate structures given that the beneficiaries of the funding were a sponsor and an SPV in the wider context of project finance. For that purpose, D&J developed the memorandum and articles of association of the client company and amended those of the SPV in order to reflect the two entities’ special-purpose status, which include restrictions on the SPV’s powers to undertake activities other than the project activities; debt limitations; restrictions on mergers or re-organisations; and maintenance of separateness, for purposes of both avoiding “piercing the corporate veil” and “substantive consolidation” attacks. D&J also drafted the SPV’s shareholders agreement suitable for a project company.