What to have ready before you start
Four things decide whether an African deal keeps its pace: committed capital, a realistic horizon, clear decision rights and a small team of advisers. Settle them in the UAE before you invest in Africa, because partners and ministries will test each one in the first meetings:
- Capital: fix the amount you can commit, plus a reserve for delays, currency moves and a second funding call. When International Resources Holding (IRH) took 51% of Zambia’s Mopani Copper Mines in 2024, it paired USD 620 million of equity with up to USD 400 million of shareholder loans.
- Horizon: infrastructure runs for decades. AD Ports Group’s Pointe-Noire concession in the Republic of the Congo (June 2023) lasts 30 years, extendable by 20. Its KEZAD East Port Said agreement in Egypt (May 2025) runs 50 years.
- Decision rights: write down who approves a term sheet, who signs, and what the person traveling may agree on the spot. A counterparty that knows who can commit negotiates in fewer rounds.
- Advisers: line up a lawyer qualified in the target country, an auditor with a local office, a UAE tax adviser and an insurance broker. An adviser who knows the market coordinates them and holds the timetable.
Write these four points on one page. It becomes the brief for your advisers and the test for every opportunity that reaches you.
Nine steps from thesis to governance
The nine steps run from the cheapest decisions to the most expensive. You spend on lawyers and travel only once the strategy holds.
Step 1: Write down your investment thesis
State what you want from Africa: financial return, a growing consumer market, security of supply for food or minerals, or a strategic presence for your group. Add the ticket size, the horizon and the return you need after currency risk. The growth and demographic case helps you test the thesis.
Step 2: Shortlist two or three markets
Compare markets on what decides your sector: currency regime, treaty coverage, ownership rules, infrastructure and the depth of the partner base. Egypt and Ethiopia floated their currencies in 2024 while Kenya’s shilling held steady in 2026, so the same project prices differently in each. Start with the country profiles and the currency section.
Step 3: Choose your entry route
Decide whether you will build, buy, partner, take a concession, start with trade or take a minority stake. The next section compares the six routes.
Step 4: Find and screen local partners
Build a long list from investment agencies, Dubai Chambers missions, development finance institutions (DFIs) and the supply chains of UAE groups already on the ground. Screen each name for ownership, litigation, political exposure and reputation before you share commercial terms.
Step 5: Run due diligence before you agree on price
Commission legal, financial, political and environmental checks using the checklist below. Findings on land, licenses or tax arrears change the price, so keep the valuation open until the reports are in.
Step 6: Design the holding and financing structure
Choose where you will hold the investment (a UAE company, a free zone or financial center entity, a local subsidiary or a joint venture vehicle) and how you will fund it. Check which bilateral investment treaty (BIT) and double taxation agreement (DTA) the structure can rely on. Financing and structuring compares the options.
Step 7: Negotiate the agreements and secure approvals
Negotiate the shareholders’ agreement, the concession or supply contracts and a dispute clause with a named arbitration seat. In parallel, file for investment agency registration, sector licenses, competition clearance and, where the central bank requires it, registration of foreign capital.
Step 8: Cover the risks you cannot remove
Price the risks that remain and decide which to transfer. Political risk insurance from the Multilateral Investment Guarantee Agency (MIGA) or African Trade and Investment Development Insurance (ATI) moves part of a loss to a third party. Credit insurance from Etihad Credit Insurance and DFI guarantees do the same, as the insurance section explains.
Step 9: Set up governance for the years after closing
Agree a board calendar, reporting you can read from Dubai, an annual budget approval and a list of matters that need your consent. Build ties with institutions rather than individuals, and review the plan whenever a government, a partner or a currency regime changes.
Six entry routes compared
The entry route sets how much control you hold and how much local knowledge you must bring yourself. The table compares six routes, including a concession or public-private partnership (PPP), on fit, control and the main trade-off:
| Entry route | When it fits | Control | Main trade-off |
|---|---|---|---|
| Greenfield | You have a proven operating model and a long horizon | Full | Slowest route; you carry land, permit and construction risk |
| Joint venture | A partner holds licenses, land, customers or access to government | Shared, as set in the shareholders’ agreement | Disputes over funding, strategy and exit |
| Acquisition | A going business with staff and customers is for sale | Majority or full | You inherit past liabilities and tax positions |
| Concession or PPP | Ports, power, water or roads owned by the state | Operating control for a fixed term | Long negotiation; tariffs depend on public decisions |
| Trade-first or distribution | You want to test demand before you commit capital | Low on the ground | Thin margins and little protection for your brand |
| Minority stake or fund | You want exposure without running operations | Board seat or investor rights only | Limited influence over decisions |
Routes can be combined over time: a trading relationship can grow into a joint venture, and a minority stake can become control. UAE precedents exist for most of them. Network International bought DPO Group, an online payments business active in 21 African countries, for USD 291.3 million in 2021. Mubadala agreed with France’s Bpifrance the same year to co-invest up to USD 416 million in African private equity and venture capital.
The joint venture route carries the most visible governance risk. In September 2026, Zambia’s state miner ZCCM-IH, which keeps 49% of Mopani, alleged that an IRH unit had fallen USD 61 million short on 2025 funding and threatened arbitration; IRH denied any rift. Funding obligations, deadlock rules and the arbitration seat belong in the shareholders’ agreement from the start.
Phases of a typical deal
A typical African deal passes through eight phases whatever its size, and each phase ends with a document that lets you stop or continue. Durations vary with the market, the sector and the number of public approvals, so plan by milestone rather than by calendar:
- Origination: an opportunity reaches you through a partner, a government, a DFI or a trade mission, as a teaser or a short presentation
- Screening: you test it against your thesis and run desktop checks on the sponsor, the asset and the country
- Preliminary terms: a memorandum of understanding (MoU) or term sheet sets out the price range, structure, exclusivity and confidentiality
- Due diligence: legal, financial, technical, tax and environmental advisers test what the sponsor has told you
- Structuring and financing: you fix the holding route, the capital stack and the lenders or insurers who will join
- Documentation and approvals: lawyers draft the binding agreements while the investment agency, sector regulators and the central bank give their approvals
- Financial close: conditions precedent are met, funds move and ownership transfers
- Delivery and governance: construction or integration begins, and reporting and board oversight take over
A memorandum opens a negotiation; only a binding agreement with its conditions met commits capital.
A signed memorandum binds far less than its ceremony suggests. In November 2024, Sudan’s government was reported to have canceled a 2022 MoU with AD Ports Group and Invictus Investment for the USD 6 billion Abu Amama port. Its finance minister said the deal was not legally binding, and the decision was linked to Sudan’s civil war.
Due diligence checklist
Due diligence in Africa covers the usual ground with more weight on political exposure, currency transfer and land tenure. Give your advisers the four groups below as a minimum scope.
Legal
Legal checks confirm who owns what, under which rules:
- Company registry extracts, the full shareholder chain and the ultimate beneficial owners
- Title to land, concessions and leases, including any customary or community claims
- Licenses and permits, with their renewal conditions
- Litigation, arbitration and regulatory proceedings, past and pending
- Foreign ownership limits in your sector; Ethiopia’s banking law of December 2024 caps total foreign shareholding in a domestic bank at 49%, and a single foreign bank or strategic investor at 40%
- Whether a UAE BIT with the country is in force or only signed
- Whether the country belongs to OHADA, the Organization for the Harmonization of Business Law in Africa, whose Uniform Acts apply directly in its 17 member states
Financial
Financial checks test whether the numbers survive a currency move or a slow payer:
- Three years of audited accounts and an independent quality-of-earnings review
- Related-party transactions, tax filings and any arrears with the tax authority
- Debt in hard currency set against revenue in local currency
- Rules on registering foreign capital and repatriating dividends; Morocco’s Investment Charter (Framework Law 03-22, December 2022) and Tanzania’s Investment and Special Economic Zones Act (February 2025) both guarantee profit repatriation
- Receivables from government entities and their payment record
Political exposure
Political checks map who could stop or reshape the project:
- Politically exposed persons among shareholders, directors and intermediaries
- Dependence on a single ministry, license or state customer
- The election calendar and any program under negotiation with the International Monetary Fund (IMF)
- Sanctions screening of every counterparty, including the banks that will receive funds
- Security conditions at the site and along the supply routes
ESG and integrity
Environmental, social and governance (ESG) and integrity checks protect your license to operate and your banking relationships:
- Environmental permits and the status of the impact assessment
- Records of community consultation and any land or resettlement grievances
- Labor practices, health and safety, and the standards applied to contractors
- Anti-bribery controls, agent agreements and success fees promised to intermediaries
- For gold and minerals, traceability of each shipment to the mine of origin
- The country’s status with the Financial Action Task Force (FATF), which affects how UAE banks handle the transaction
Where to find partners and deal flow
Deal flow for Gulf investors comes through five channels: investment agencies, Dubai Chambers, DFIs, the supply chains of UAE groups already in Africa and summits in the UAE. Use at least two, because each one filters opportunities differently.
- African companies active as Dubai Chamber of Commerce members in 2025
- 30,409
- Dubai Chambers representative offices in Africa after Luanda opened in July 2026
- 8
- Business meetings held on the 2026 Dubai Chambers missions to Ghana, Ethiopia and South Africa
- 1,460
- African projects worth more than USD 6 billion presented at the UAE–Africa Tourism Investment Summit in Dubai, October 2025
- 100+
Each channel brings a different kind of opportunity, from state projects to private companies looking for capital:
- Investment promotion agencies: each market in the country profiles has an agency that registers investors and keeps a project pipeline. Examples are Egypt’s General Authority for Investment and Free Zones (GAFI), the Moroccan Investment and Development Agency (AMDIE), the Kenya Investment Authority (KenInvest) and the Tanzania Investment and Special Economic Zones Authority (TISEZA), a one-stop shop created in 2025.
- Dubai Chambers: its 2026 missions to Ghana, Ethiopia and South Africa took 45 Dubai companies to 1,460 business meetings, and its 2024 missions included Morocco, Senegal, Tanzania and Uganda. With 30,409 African member companies in 2025, a prospective partner may already hold a Dubai license and a record you can check.
- DFIs: the African Development Bank (AfDB), Afreximbank, the Africa Finance Corporation (AFC) and the International Finance Corporation (IFC) co-finance projects after their own diligence. Under Mission 300, the World Bank and AfDB program to connect 300 million Africans to electricity by 2030, 30 countries had launched national energy compacts by June 2026.
- Supply chains of UAE anchors: DP World’s ports from Dakar to Dar es Salaam, AD Ports Group’s terminals and the clean energy programs of Masdar and AMEA Power all need contractors and suppliers. So do IRH’s mines and Elite Agro’s farms in Mauritania and Morocco, announced in October 2026. The UAE players and the sector guide show where.
- Summits in the UAE: the UAE–Africa Tourism Investment Summit in Dubai presented projects from more than 20 African countries in October 2025.
Treat every introduction as the start of screening. The channel that brought a deal does not vouch for it, and the checks above apply to a ministry’s flagship project as much as to a private offer.
Common mistakes and how to avoid them
Eight mistakes recur in Gulf–Africa deals, and each one has a known remedy. Check your plan against them before you sign a term sheet:
- Treating an MoU as a deal: memoranda make headlines but bind little. Budget only against binding agreements.
- Pricing in dollars while earning in local currency: in March 2024 the Egyptian pound went from about 31 to more than 50 per US dollar within hours. When Ethiopia floated the birr in July 2024, it moved from 57.48 to 74.73. Model a devaluation case and match the currency of your debt to the currency of your revenue.
- Choosing a partner before a market: a persuasive introduction can pull you into a country that fails your thesis. Shortlist markets first, then find partners in them.
- Assuming treaty protection: the UN Conference on Trade and Development (UNCTAD) lists the UAE’s BITs with Nigeria and Senegal as signed but not in force. It shows none with South Africa or Ghana. Check the status on the date you invest and structure around it.
- Leaving joint venture terms vague: funding calls, deadlock, reserved matters and exit need precise drafting, as the Mopani dispute shows.
- Underestimating bank compliance: after the October 2025 FATF plenary, Kenya, Côte d’Ivoire, Angola and the Democratic Republic of the Congo were still on the grey list, which means enhanced checks on payments. Prepare ownership charts and source-of-funds papers before the first transfer.
- Relying on one relationship: a project that depends on one minister or one intermediary is exposed to a reshuffle. Work with the investment agency, the regulator and the line ministry together.
- Entering without an exit plan: decide at entry how you could leave (a sale to the partner, a sale to a strategic buyer, a listing or a DFI buyout). Write put, call and drag-along rights into the shareholders’ agreement.
See how an adviser based in Dubai screens markets and partners and prepares a deal for financing before you commit capital.