Helios Fairfax Partners

Helios Fairfax Partners Corporation

Helios Fairfax Partners Corporation

The transaction between Helios Holdings Limited and Fairfax Africa Holdings Corporation announced on 10 July 2020 was closed on 8 December 2020, creating the premier pan Africa-focused alternative investment manager – Helios Fairfax Partners Corporation (“HFP”). HFP is an investment holding company traded on the Toronto Stock Exchange under the symbol HFPC.U whose investment objective is to achieve long-term capital appreciation, while preserving capital, by investing in public and private equity securities and debt instruments of African businesses or other businesses with customers, suppliers or business primarily conducted in, or dependent on, Africa. Helios Investment Partners LLP is the investment advisor to HFP. Tope Lawani and Babatunde Soyoye, the co-founders and Managing Partners of Helios Investment Partners LLP, are co-Chief Executive Officers and directors of HFP.

Annual meeting

The annual meeting of shareholders of Helios Fairfax Partners Corporation was held on April 20, 2022 at 2:30 p.m. (Eastern Time) at The Fairmont Royal York Hotel, 100 Front Street West, Toronto, Ontario, Canada and virtually via live webcast.

Shareholder information

HEAD OFFICE: 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7. Telephone: (416) 367-4755. Email: notices@heliosfairfax.com

TRANSFER AGENT AND REGISTRAR: Computershare Trust Company of Canada, Toronto

AUDITORS: PricewaterhouseCoopers LLP SEDAR filings are available at www.sedar.com Shareholders may request a copy of the audited financial statements free of charge by writing to the Corporate Secretary at: 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7

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Contact

For further information, please direct your enquiries to: InvestorRelations@HeliosLLP.com

Press Releases and Financial Reports

Corporate

Our corporate governance policies and practices are reviewed regularly by our Board of Directors and updated as necessary or advisable. Our corporate governance practices are in compliance with all applicable rules and substantially comply with all applicable policies and guidelines, including those of the Canadian Securities Administrators. The Code of Business Conduct and Ethics is built around the first value in our longstanding and regularly reported Guiding Principles – honesty and integrity are essential in all our relationships and will never be compromised. 

Set out below is our corporate governance documentation:

 

Articles of Incorporation

Audit Committee Charter

By-Law No. 4

Code of Business Conduct and Ethics

Corporate Governance Guidelines

Disclosure Policy

Dividend Policy

Governance, Compensation and Nominating Committee Charter

Mandate of the Board of Directors

Whistleblower Policy

 

Kofi Adjepong-Boateng, Independent Director

Mr. Adjepong-Boateng is a member of the Board and a member of the Governance, Compensation and Nominating Committee. Mr. Adjepong-Boateng is a founding partner of Pembani Remgro Infrastructure Managers and Senior Operating Partner of Sanlam Africa Real Estate Advisor Proprietary Limited. Both these companies are based in South Africa and invest in African businesses. Before taking up these two positions, Mr. Adjepong-Boateng cofounded First Africa, a corporate advisory firm, with offices in Johannesburg, Nairobi and elsewhere around the world. The firm was subsequently purchased by Standard Chartered Bank. Mr. Adjepong-Boateng was past chair of the Policy Committee of the Centre for the Study of African Economies at the Department of Economics, University of Oxford and as a Trustee of the School of Oriental and African Studies, University of London. Mr. Adjepong-Boateng is a resident of Accra, Ghana.

Ken Costa, Chairman

Mr. Costa has been the Chairman of the Board since March 2021. Mr. Costa is a Partner and Co-Chairman at Alvarium Investments. Prior to joining Alvarium, Mr. Costa served as Chairman of Lazard International from 2007 until 2011 and previously served as Chairman of UBS Investment Bank for Europe, the Middle East and Africa. He also served as Vice Chairman of Investment Banking at UBS. Mr. Costa is also the Chairman of Glorify, serves on the board of directors of Oppenheimer Partners UK and LJ GP Partnership and is trustee to The Lambeth Trust. Mr. Costa studied Law and Philosophy at Witwatersrand University in South Africa and holds a Masters of Law Degree and a Certificate in Theology from Queens’ College, Cambridge. Mr. Costa is a resident of London, United Kingdom.

Lieutenant-General (ret.) Roméo Dallaire, Independent Director

General Roméo Dallaire is a member of the Board and a member of the Governance, Compensation and Nominating Committee. General Dallaire is founder of the Roméo Dallaire Child Soldiers Initiative, a global partnership with the mission to end the recruitment and use of child soldiers. General Dallaire is also a respected government and UN advisor and former Canadian Senator. General Dallaire had a distinguished military career spanning forty years. Most notably, he was appointed Force Commander of the United Nations Assistance Mission for Rwanda prior to and during the 1994 genocide. General Dallaire is a recipient of the Order of Canada, the Meritorious Service Cross, the United States Legion of Merit, and the Aegis Award on Genocide Prevention. General Dallaire is a resident of Gatineau, Quebec, Canada.

Christopher Hodgson, Independent Director

Mr. Hodgson is a member of the Board, the Lead Director and is also Chair of the Audit Committee and the Governance, Compensation and Nominating Committee. Mr. Hodgson is the President of the Ontario Mining Association, and a board member for Fairfax India Holdings Corporation, Recipe Unlimited Corporation and Hemlo Explorers Inc. He previously served as lead director for The Brick Ltd. As a member of provincial parliament, he served as Minister of Natural Resources, Minister of Northern Development and Mines, Chairman of the Management Board of Cabinet, Commissioner of the Board of Internal Economy, and Minister of Municipal Affairs and Housing. Previously he enjoyed a career in municipal government and real estate development and is an Honours Bachelor of Arts graduate from Trent University. Mr. Hodgson is a resident of Markham, Ontario, Canada.

Tope Lawani, Co-CEO

Mr. Lawani is our Co-Chief Executive Officer and a member of the Board. He joined the company on closing of the transaction between Helios Holdings Limited and Fairfax Africa Holdings Corporation on 8 December 2020. Mr. Lawani is a co-founder and Managing Partner of Helios Investment Partners LLP (the “Manager”) and has 25 years of principal investment experience. Prior to forming the Manager, he was a Principal in the San Francisco and London offices of TPG Capital, a leading global investment firm managing private equity, venture capital, credit and real estate investment funds. At TPG Mr. Lawani had a lead role in the execution of several significant leveraged buyout and venture capital investments, including the acquisitions of Burger King Corp., Debenhams plc., J. Crew Group, and Scottish & Newcastle Retail. He began his career as a Mergers & Acquisitions and Corporate Development Analyst at the Walt Disney Company. Mr. Lawani serves on the Boards of Directors of Helios Towers plc., Vivo Energy plc., ZOLA Electric, OVH Energy, Thunes, Starsight Energy, Pershing Square Holdings, Ltd. and NBA Africa. He also serves as a member of the MIT Corporation (Massachusetts Institute of Technology’s Board of Trustees), the MIT School of Engineering Dean’s Advisory Council, the Harvard Law School Dean’s Advisory Board, and the Board of Directors of The END Fund, a leader in the global health movement to tackle Neglected Tropical Diseases. He has previously served on the Overseers’ Visiting Committee of the Harvard Business School, the MIT OpenCourseWare Advisory Board and on the Board of Directors of the Emerging Markets Private Equity Association (EMPEA). Mr. Lawani received a B.S. in Chemical Engineering (with a Minor in Economics) from the Massachusetts Institute of Technology, a Juris Doctorate (cum laude) from Harvard Law School and an MBA from Harvard Business School. He is fluent in Yoruba, a widely spoken West African language.

Quinn McLean

Mr. McLean is a member of the Board and Managing Director, Middle East and Africa and member of the investment committee of Hamblin Watsa. He has over 14 years of experience in investment management and currently manages the investment float for Fairfax in the Middle East and Africa. Mr. McLean is a member of the board of directors of Gulf Insurance Group, Farmers Edge Inc. and Boat Rocker Media. Mr. McLean earned his B.A. (Accounting) and MBA from the University of Toronto, received a Chartered Financial Analyst designation and is a Chartered Accountant and Chartered Professional Accountant. Mr. McLean is a resident of Toronto, Ontario, Canada.

Sahar Nasr, Independent Director

Ms. Nasr is a member of our Board and a member of the Audit Committee. Ms. Nasr is an associate professor at the Department of Economics at the American University in Cairo, where she has been teaching for 30 years, and a lecturer at several other esteemed universities, including Cambridge, Oxford, and UC Berkley. She teaches a wide range of specialized courses, including advanced macroeconomics, microeconomics, economic development, money & banking, monetary policies, international finance & business, and public finance. Ms. Nasr was sworn in as Minister of International Cooperation in 2015, and as Minister of Investment and International Cooperation of Egypt in 2017 until 2019. During her four years in office, Ms. Nasr succeeded in bolstering Egypt’s relations with development partners and international institutions, raising funds amounting to over $50 billion to support sustainable development efforts. Prior to that, she served as the Governor of Egypt to numerous international financial institutions, after playing a pivotal role in 2014 as a member of the Presidential Council for Economic Development, setting the grounds for a comprehensive economic and social reform program. Ms. Nasr worked at the World Bank for 20 years where she led major operations in developing countries, overseeing a portfolio of $40 billion, focusing on economic and financial and private sector development, financial inclusion, governance, and female economic empowerment. Ms. Nasr serves on the board of directors of Allianz Life Assurance Company. Ms. Nasr earned her Ph.D. in economics from Cairo University. Ms. Nasr is a resident of Cairo, Egypt.

Babatunde Soyoye, Co-CEO

Mr. Soyoye is our Co-Chief Executive Officer and a member of the Board. He joined the company on closing of the transaction between Helios Holdings Limited and Fairfax Africa Holdings Corporation on 8 December 2020. Mr. Soyoye is a co-founder and Managing Partner of Helios Investment Partners LLP (the “Manager”) and has 23 years of principal investment experience. Prior to forming the Manager, he was a Principal at TPG Capital in London responsible for telecommunications and media investments across Europe. Before joining TPG, Mr. Soyoye was a Senior Member of the Corporate Strategy team at British Telecom, and a Manager of Business Development at Singapore Telecom International. He has played a key role in the execution of over $7 billion completed investments across Africa, Europe, Asia and North America. He has also served as an Executive Consultant to Actis West Africa, an emerging market private equity fund. Mr. Soyoye serves on the board of directors of Interswitch and TPAY Mobile FZ-LLC. He previously served on the board of directors of PSPLS, Nigeria’s Privatisation Share Purchase Loan Scheme, among others. Mr. Soyoye is a member of the Commonwealth Enterprise & Investment Council (CWEIC) and sits on the Board of Trustees of Save the Children UK. He was also a member of the LSE-University of Oxford Commission on State Fragility, Growth and Development, chaired by former UK Prime Minister David Cameron. Mr. Soyoye received a BEng in Engineering and an MBA from the University of London (Kings & Imperial College). He is a fluent Yoruba speaker. Mr. Soyoye is a resident of London, United Kingdom.

Masai Ujiri, Independent Director

Mr. Ujiri is a member of the Board and a member of the Audit Committee. Mr. Ujiri is the vice-chairman and president of the Toronto Raptors of the National Basketball Association. He is also the co-founder of Giants of Africa, a non-profit organization which aims to enrich the lives of youth through sports. Mr. Ujiri serves on the board of Ujiri Productions Inc. and ZMA Holdings ULC. Prior to joining the Raptors in 2013, Mr. Ujiri was the general manager of the Denver Nuggets. He was awarded the NBA's Executive of the Year award that same year. Mr. Ujiri is a member of the advisory board at the Dallaire Institute of Peace and Security, and has served as a director of the NBA’s Basketball Without Borders Africa program. Mr. Ujiri is a resident of Toronto, Ontario, Canada.

Belinda Blades, Chief Financial Officer

Ken Costa, Chairman

Luciana Germinario, Chief Operating Officer 

Julia Gray, General Counsel and Corporate Secretary

Tope Lawani, Co-Chief Executive Officer

Babatunde Soyoye, Co-Chief Executive Officer

FAQs

Helios Fairfax Partners shares trade on the Toronto Stock Exchange under the symbol HFPC.U.

Once filed, you may view our financial statements on our website here. Our financial statements will also be posted on SEDAR at www.sedar.com. Shareholders may also request a copy of our audited financial statements free of charge by writing to the Corporate Secretary at 95 Wellington Street West, Suite 800 Toronto, Ontario Canada M5J 2N7.

You may access our current stock price information on the Toronto Stock Exchange website at www.tsx.com.

Helios Fairfax Partners shares are listed and trade over the Toronto Stock Exchange. You should ask your broker whether they are able to trade securities that trade over the Toronto Stock Exchange.