representative transactions

Prior to joining and during their time at the Firm, members of the Banking and Finance team have advised on the following matters:

restructuring transactions

• Acted for Supergroup in relation to debt restructuring transactions.
• Acted for an investor in relation to AGI’s debt restructuring transactions.
• Advising McCarthy Retail Limited, a major South African motor retailer, in connection with its debt restructuring involving a consortium of eight banks. The restructuring involved a rights issue and a debt for equity conversion.
• Advising a consortium of creditors (banks and other institutions) in connection with the debt restructuring of MGX Holdings Limited (now known as Metrofile Holdings Limited). This restructuring involved compromising the claims of creditors using multiple and inter-conditional schemes of arrangement that were structured by a member of our Team while at another firm. This restructuring also involved a debt for equity conversion, disposals of assets to pay-down debt, complex shareholder issues and arrangements, underwriting, the issuance of senior and subordinated notes, the drafting of loan facilities, the structuring of security arrangements and complex BEE issues.
• Advising a consortium of creditors (banks and other institutions) in connection with the debt restructuring of General Food Industries Limited (now Premier Foods), a major South African branded foods company. This matter involved complex shareholding arrangements and BEE issues.
• Advising the bankruptcy administrator of Lehman Brothers Europe on the effect of the administration on the unsettled trades on the South African Stock Exchange via the STRATE settlement system.
• Advised Chrysler (in Chapter 11 Bankruptcy) on the creation of a pledge over South African assets as security for the loan advanced to Chrysler by the Treasury Department of the United States of America under the stimulus plan.
• Currently advising a consortium of lenders led by the Royal Bank of Scotland on the restructuring of a debt facility agreement and hedging arrangements (and the underlying security package comprising special notarial bond, general notarial bond, mortgage bond and future bond over mineral and mining rights) in relation to a listed entity. This restructuring of business and debt facilities is being undertaken for BEE purposes in order to convert old order mining rights to new order mining rights.
• Currently advising Fitch Ratings on the insolvency assumptions to be made when assessing South African transactions and note issuances.
• Advising in connection with the liquidation of East Rand Proprietary Mines Limited and its restructure through an offer of compromise.
• Advising in the liquidation of the Gala Stationery Group and its acquisition through a scheme of arrangement by Waltons Stationery.
• Advising in connection with the liquidation of Nationwide Airlines and the attempts, both prior to and after its liquidation, to restructure and rescue its business operations.
• Advising a consortium of private equity investors made up of Actis, Ethos and a Canadian pension fund in connection with the restructuring of the senior debt advanced to Alexander Forbes Acquisitions (Proprietary) Limited in an amount of ZAR2.6 billion and high-yield debt advanced to Alexander Forbes Funding (Proprietary) Limited in an amount of ZAR1.5 billion advanced as part of the financing of the leveraged buyout of Alexander Forbes Limited that occurred during 2007.
• Acting for Rand Merchant Bank, Sanlam Capital Markets Limited, The Standard Bank of South Africa and Nedbank Limited in connection with the restructuring of the funding provided to York Timbers for the acquisition of Global Forest Products (Pty) Ltd by York Timbers. The value of the financing was approximately ZAR1.3 billion.
• Currently advising on the restructuring of R8 billion funding provided to major media company in connection with its leveraged buyout, due to be completed during July 2010.
• Advising the creditors in the debt restructuring of a major logistics company including advising on schemes of arrangement and BEE issues.

finance transactions

• Advising Rand Merchant Bank on the financing of the LBO of Primedia, valued at ZAR 8.0 billion.
• Assisting in the annual opinion update for the International Capital Markets Association and the Securities Lending and Repo Committee.
• Advising Invesco Asset Management Limited on fund registrations and fund amendments in South Africa.
• Advising South African banks and prime brokers on their prime broking mandates.
• Advising Rand Merchant Bank on various regulatory issues in relation to Rand Merchant Bank’s role as clearing member of the JSE Limited.
• Advising various local and international clients on ISDA and GMSLA Master Agreements.
• Acted for Standard Bank of South Africa Limited in relation to corporate facilities for a listed borrower in South Africa.
• Acted for Stanbic IBTC Bank Plc in relation to secured corporate facilities for a listed borrower in Nigeria.
• Acted for African Rainbow Minerals in relation to various corporate facilities for itself and for its joint ventures, Assmang and Nkomati.
• Acted for Murray and Roberts in relation to various corporate facilities.
• Acted for Simmer and Jack in relation to corporate financing.
• Assisting Standard Bank in the acquisition of a stake in the Nigerian banking sector.
• Advising in the RMB/Morgan Stanley joint venture.
• Advising on the acquisition by Hanwa (a Japanese company) of a stake in Samancor Chrome.
• Advising on refinancing of Parmalat SA.
• Advising Morgan Stanley, Deutsche Bank, Merrill Lynch, Credit Suisse First Boston and others on derivatives transactions, exchange control, company law issues and various other matters.
• Advising on development of hedge fund products by Alpha Asset Management (including international hedge fund structures).
• Advising Sanlam Investment Management on the development of securities investment structures.
• Advising Pfizer on various contractual and other arrangements in connection with its Nigerian operations.
• Advising Goldman Sachs on the Financial Advisory and Intermediary Services Act 2002 and related matters.
• Acting for Shell in respect of industry-wide petroleum supply arrangements with PetroSA.
• Advising Linklaters and Clifford Chance on South African financial services and insurance laws.
• Advised on the appointment of portfolio managers for the Afrox Oxygen Limited Pension Fund and Afrox Provident Fund.
• Advised the Public Investment Corporation on the regulatory aspects of its disposal of shares in Harith Fund Managers (Proprietary) Limited.
• Advised Aviva Investors Sicav on the regulatory aspects of the merger of its sub-funds and ultimate de-registration in South Africa.
• Advised on the regulatory aspects of Renaissance Capital’s acquisition of BJM Securities.
• Incorporation and registration of Credit Suisse Securities (Johannesburg) (Pty) Limited as a financial services provider and member of the JSE Securities Exchange.
• Advised IG Markets Limited on its CFDs business in South Africa.
• Acted for Rand Merchant Bank and Investec Bank Limited in connection with preference share funding provided indirectly to a fund managed by Lehman Brothers in connection with the purchase of a 15% stake in Medi-Clinic Corporation Limited.
• Acted on behalf of Rand Merchant Bank, Nedbank Limited and Absa Capital in relation to term facilities provided to Tsogo Sun (Proprietary) Limited in an amount of up to ZAR5.2 billion Rand.
• Acted for Rand Merchant Bank and Nedbank Limited in relation to various facilities and preference share funding provided to Idwala (Proprietary) Limited in connection with a private equity buyout in an amount of ZAR1.5 billion.
• Advised Nedbank Limited in relation to various facilities provided by Nedbank to UTi in an amount of up to ZAR800 million.
• Advised Alexander Forbes Preference Share Investments Limited in relation to its rights offer of linked units to raise funding to allow Alexander Forbes Preference Share Investments Limited to purchase certain assets, including a portion of a high-yield loan made to Alexander Forbes Funding (Proprietary) Limited.
• Acted for Absa Capital in connection with a ZAR1.5 Billion revolving credit facility to Vodacom Group Limited.

cross-border finance

• Advising a UAE-based investment company on a US$500 million investment in a Kazakhstan bank.
• Advising a Kuwaiti company on the establishment of a US$2 billion infrastructure fund in Bahrain.
• Advising on the proposed merger of a Lebanese investment bank and an Egyptian retail bank via tender offers on the Cairo and Alexandria Stock Exchanges and the Beirut Stock Exchange and the listing of the shares of a new holding company on Nasdaq-Dubai.
• Advising a UAE Islamic bank on the establishment of an investment bank in the Dubai International Financial Centre.
• Advising an UAE budget airline and an UAE property developer on their initial public offerings on the Dubai Financial Market.
• Advising a DIFC-based company on its initial public offering on the Singapore Stock Exchange.

acquisition finance

• Acted for the mezzanine funders in relation to their financing of Mvelaphanda Gold’s acquisition of a stake in GFI Mining South Africa.
• Acted for the mezzanine funders in relation to their financing of FirstRand Empowerment Trust’s acquisition of a stake in FirstRand Bank.
• Acted for Pretoria Portland Cement Company Limited in relation to the structured financing of its broad-based BEE transaction.
• Acted for the mezzanine funders in relation to their financing of FirstRand Empowerment Trust’s acquisition of a stake in FirstRand Bank.
• Acted for African Rainbow Minerals in its acquisition (in joint venture with Harmony) of Freegold.
• Acted for Simmer and Jack in relation to its acquisition of convertible notes issued in respect of the First Uranium group.
• Acted for Bharti in relation to its proposed acquisition of a stake in MTN.
• Acted for Rand Merchant Bank (as arranger and underwriter) in connection with the financing of the leveraged buyout of Primedia Limited valued at approximately ZAR8 billion and acted as legal advisors in connection with the hedging arrangements for this transaction.
• Acted for Actis Private Equity, Ethos Private Equity and Ontario Teachers Pension Fund in connection with the financing of the leveraged buyout of Alexander Forbes Limited valued at approximately ZAR8 billion.
• Acted for Rand Merchant Bank, Old Mutual Specialised Finance (Proprietary) Limited and Mezzanine Partners 1 GP and Vantage Mezzanine Fund Trust in connection with the senior PIK preference share funding provided to Primedia Holdings III Limited valued at approximately ZAR1.3 billion.
• Acted for Rand Merchant Bank, Old Mutual Specialised Finance (Proprietary) Limited and Vantage Mezzanine Fund Trust in connection with the term funding provided to Primedia (Proprietary) Limited to replace the senior bridge loan provided to Primedia (Proprietary) Limited by Citibank valued at approximately ZAR5 billion.

project finance

• Advised Rand Merchant Bank and Standard Bank in their financing of the Gautrain rapid-rail link project.
• Advising Eskom on financing for its new coal-fired power station being constructed at Medupi.
• Advised Sappi on its $1.83 billion acquisition of paper-mill and associated businesses in Europe from M-Real Corporation and on the international rights offer to raise €450 million made by Sappi shortly after that to raise funding required for that acquisition.
• Acted for Matola Gas Company SARL in relation to the constructing and financing of the natural pipeline from Ressano Garcia to Matola in Mozambique.
• Advising Eskom on its €720 million ECA backed loans for the financing of its new coal-fired power plant at Medupi. 
• Advised African Rainbow Minerals in relation to the financing of its joint venture for the development of the Modikwe Platinum Mine.
• Acted for African Rainbow Minerals in its acquisition (in joint venture with Harmony) of Freegold.
• Acted for Overseas Private Investment Corporation in relation to its financing of an low cost housing project in South Africa.
• Acted for Petro-line Holdings (Pty) Limited in relation to the proposed transport of Petroleum Pipeline between Mozambique and South Africa.
• Advised a range of South African, Mozambican and Mauritian banks on their financing of a project for the rehabilitation of the sugar industry in Mozambique.
• Advising IDC on its financing of a security project in Gabon.
• Advising a consortium of Banks on their financing on an industrial project in Angola.
• Advising various financial institutions on arrangements concluded by them with ECIC and/or CGIC in relation to financing of projects outside of South Africa.
• Advising the borrower of funding raised for tourism projects in Tanzania and Mozambique.
• Acted for Matola Gas Company SARL in relation to the construction and financing of the natural gas pipeline from Ressano Garcia to Matola in Mozambique.
• Acted for Petroline Holdings (Pty) Ltd in relation to the proposed cross-border petroleum pipeline between Mozambique and South Africa.
• Acted for BioTherm Energy (Pty) Ltd in relation to its CDM-funded biogas to energy project at the PetroSA site at Mossel Bay.
• Acted for ABB in relation to its development of the Kruger Mpumalanga International Airport.
• Acted for African Rainbow Minerals in relation to the financing of its joint venture for the development of the Modikwa Platinum Mine.
• Acted for African Rainbow Minerals in relation to the financing of its Two Rivers project.
• Acted for Overseas Private Investment Corporation in relation to its financing of a Zambian affordable housing project.
• Acted for Overseas Private Investment Corporation in relation to its financing of Blue Financial Services.
• Acted for Standard Bank in relation to its financing of Platmin’s Pilanesberg platinum mine project.

public private partnerships

• Lead the team which advised the Lenders to the Gautrain Rapid-rail link project.
• Lead the team who advised the lenders in the Department of Education’s office accommodation PPP.
• Acted for to a private party consortium bidding for the Department of Environmental Affairs and Tourism’s Office Accommodation PPP.
• Acting for the Lenders to a private party consortium  bidding for the N1/N2 toll road PPP in the Western Cape.
• Advised the Lenders to a consortium bidding for the PPP for the Government of Kwa-Zulu Natal’s new legislature building.
• Acted for the private party concessionaire in the Department of Trade and Industry’s office accommodation PPP.
• Acted for lenders in relation to the Gautrain Rapid Rail Link PPP.
• Acted for the private party concessionaire in relation to post financial close issues in the Department of International Relations and Co-Operation’s (formerly Department of Foreign Affairs) office accommodation PPP.
• Acted for a private party consortium in its bid for the Department of Correctional Services PPPs for the design, construction and operation of various prisons.
• Acted for a private party consortium in its bid for the Department of Rural Development and Land Reform’s office accommodation PPP.
• Acted for the private party consortium in the Department of Trade and Industry’s office accommodation PPP.
• Acted for lenders in relation to the Gautrain PPP.
• Acted for lenders in the Department of Education’s office accommodation PPP.
• Acted for lenders in the Department of Justice and Constitutional Development’s PPP for the management of monies in trust.

debt capital market transactions

• Bond issues for, amongst others, the Standard Bank of South Africa Limited (ZAR2 billion), Transnet Limited (ZAR2 billion), Barloworld Limited (ZAR1.5 billion), Telkom Limited (ZAR2.22 billion) and more recently South Africa’s first convertible bond issue for Aquarius Platinum Limited, which was listed on the Main Board of the JSE Limited.
• Assisted, amongst other, the Mobile Telephone Networks Holdings (Pty) Limited (ZAR10 billion), the Mercedes Benz South Africa (Pty) Limited (ZAR18 billion), the SAPPI Manufacturing (Pty) Limited (ZAR3 billion), the Transnet Limited (ZAR18 billion) and Eskom Limited (ZAR65 billion) with the establishment of their respective DMTN programmes, as well as City of Johannesburg Metropolitan Municipality, the City of Cape Town and Umgeni Water with their capital markets transactions.
• Acted for Calyon, through its South African branch, in establishing the first DMTN programme in South Africa by a foreign bank.
• Advised African Development Bank and BNP Paribas with the inward listing of their respective programmes.
• Advised on various securitisation programmes, including OntheCards Investments Limited (including the restructuring thereof), Asset Backed Arbitraged Securities (Pty) Limited (ABACAS) (the latter being South Africa’s first securitisation conduit) and Freestone Finance Company (Pty) Limited securitisation programmes.
• Assisted FirstRand Bank Limited, the Standard Bank of South Africa Limited and Nedbank Limited with their respective EMTN programmes to provide for the new bank capital adequacy regulations for the issuance of hybrid instruments.
• Assisted Savcio Holdings (Pty) Limited with the restructuring of its high-yield bond issue.
• Assisted Transnet Limited with the establishment of its EMTN Programme.
• Establishing Amalgamated Bank of South Africa’s ZAR3.6 billion DMTN programme.
• Acting for the arranger in the issue by Cell C (Pty) Ltd of high-yield bonds.
• Acting for the arranger in the issue by Harmony Gold Mining Company of ZAR1.7billion convertible notes on the London Stock Exchange