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Latest deals and successes by Bowman Gilfillan
BARCLAYS BANK PLC
Advised Barclays Bank plc on the Kenyan aspects of the disposal by Barclays Bank of Kenya Limited of is custody services business to Standard Chartered Bank Kenya Limited as part of an 8-country Africa transaction lead by Bowman Gilfillan.
Partners Involved:
Kamami Mweti Christine
,
Rainbow Field
,
Richard Harney
MARSH INC.
Acquisition by Marsh of the insurance broking and risk services business of Alexander Forbes in South Africa, Namibia and Botswana, and the insurance broking investments of Afrinet in Sub-Saharan Africa.
Partners Involved:
Alan Keep
,
Ashleigh Hale
,
Barry Garven
,
Charles Young
,
David Geral
,
Francisco Khoza
,
Frans Van Hoogstraten
,
Iona Dhladhla
,
Jean Meijer
,
Karen Fulton
,
Matthew Purchase
,
Ulrike Naumann
RAND MERCHANT BANK AND INVESTEC BANK
Legal advisers to the Lenders of ZAR900 million acquisition facilities provided to Macsteel Coreprop Proprietary Limited (a wholly owned subsidiary of Macsteel Services Centres SA Proprietary Limited) in the financing of the acquisition by Macsteel Coreprop Proprietary Limited of a portfolio of commercial properties.
Partners Involved:
Khurshid Fazel
,
Lionel Shawe
,
Mike McLaren
NEDBANK LIMITED
Legal advisers to Nedbank Limited as lender in connection with ZAR1 Billion term loan funding provided to Delta Property Fund Limited in connection with the listing of Delta Property Fund Limited on the JSE.
Partners Involved:
Joz Coetzer
CLINDEB INVESTMENTS PROPRIETARY LIMITED AND THE STANDARD BANK OF SOUTH AFRICA LIMITED, ACTING THROUGH ITS CORPORATE AND INVESTMENT BANKING DIVISION.
We assisted Clindeb Investments Proprietary Limited (as Issuer) and The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking division (as Dealer) with the issue of ZAR600,000,000 Senior Unsecured Floating Rate Notes (NTC16) due 22 March 2018 under its ZAR5,000,000,000 Domestic Note Programme on 22 March 2013.
Partners Involved:
Casper van Heerden
PPC LTD, THE STANDARD BANK OF SOUTH AFRICA LIMITED, ACTING THROUGH ITS CORPORATE AND INVESTMENT BANKING DIVISION, ABSA BANK LIMITED, ACTING THROUGH ITS CORPORATE AND INVESTMENT BANKING DIVISION AND QUARTILE CAPITAL PROPRIETARY LIMITED.
We assisted PPC Ltd (as Issuer), The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking division and Quartile Capital Proprietary Limited (as Arrangers and Dealers) and Absa Bank Limited, acting through its Corporate and Investment Banking division (as Arranger, Dealer and Debt Sponsor) with the establishment of the PPC Ltd ZAR6,000,000,000 Domestic Medium Term Note Programme on 18 March 2013.
Partners Involved:
Casper van Heerden
VUKILE PROPERTY FUND LIMITED
Bowman Gilfillan is acting for Vukile Property Fund (“Vukile”) in its commercially-driven black economic empowerment transaction involving the acquisition by Vukile of a commercial property portfolio (valued at approximately R1,4 billion) from Encha Properties (Proprietary) Limited (“Encha”) and/or certain of its subsidiaries.
Partners Involved:
Charles Douglas
,
Craig Schafer
,
Quintin du Plessis
CITY OF CAPE TOWN
Sale of a going concern.
Partners Involved:
Paul Hart-Davies
,
Ronel Straughan
,
Rudolph Labuschagne
NESTLÉ’S ACQUISITION OF PFIZER’S GLOBAL INFANT NUTRITION BUSINESS CONDITIONALLY APPROVED
We represented Pfizer in merger proceedings in relation to the sale of its global infant nutrition business (Pfizer Nutrition) to Nestlé. The Competition Tribunal conditionally approved the merger on 11 February 2013. This transaction received the Global Competition Review award for ‘merger control matter of the year – Asia-Pacific, Middle East & Africa’.
Partners Involved:
Derek Lotter
,
Iona Dhladhla
CLOVER’S ACQUISITION OF THE BOTTLED WATER DIVISION OF NESTLÉ NOTIFIED IN SOUTH AFRICA, NAMIBIA AND SWAZILAND.
We represented Clover and Nestlé in notifications to the South African, Namibian and Swaziland competition authorities relating to Clover’s acquisition (through a newly formed entity, Clover Waters Proprietary Limited (“Clover Waters”)) of the bottled water division of Nestlé. Post-merger, Clover Waters will have the right to manufacture, distribute, market and sell bottled mineral water under Nestlé’s Pure Life, Valvita and Schoonspruit brands and Clover’s Aquartz brand as well as ice tea under Nestlé S.A.’s Nestea brand and Clover’s Manhattan brand.
Partners Involved:
Jean Meijer
DEMAG CRANES
We represented Demag cranes in negotiating a contract with Xsrata Alloys for the design and supply to Xsrata of two 135 ton hot ladle and two 35 ton hot charge overhead cranes as part of phase 2 of the expansion of Xsrata’s ferrochrome plant near Steelpoort.
IMCD GROUP BV (“IMCD GROUP”)
We assisted IMCD Group with the successful acquisition, through its subsidiary Internatio Mueller Chemicals Distribution South Africa Proprietary Limited, of 100% of the shares of Chemimpo South Africa Proprietary Limited on 29 January 2013.
Partners Involved:
Charles Young
,
Helen Wilsenach
CHINA DEVELOPMENT BANK, HONG KONG BRANCH
Represented China Development Bank Corporation, Hong Kong Branch in respect of its USD80 000 000 term loan facility to Haohua Energy International (Hong Kong) Resource Co. Limited to finance its acquisition of shares in Coal of Africa Limited, which is an Australian company listed in three different jurisdictions, namely, the Australian Stock Exchange (“ASX”), the AIM market of the London Stock Exchange (“AIM”) and the main board of the JSE Limited (“JSE”).
Partners Involved:
Alistair Collins
,
Dirk Wessels
,
Ezra Davids
,
Lindani Mthembu
,
Lucinda Verster
FIRST STRUT PROPRIETARY LIMITED (AS ISSUER), RAND MERCHANT BANK, A DIVISION OF FIRSTRAND BANK LIMITED (AS MANAGER) AND THE STANDARD BANK OF SOUTH AFRICA LIMITED (AS MANAGER)
We assisted First Strut Proprietary Limited (as Issuer), Rand Merchant Bank, a division of FirstRand Bank Limited (as Manager) and the Standard Bank of South Africa Limited (as Manager) with the issue of ZAR385,000,000 Senior Secured Floating Rate Registered Bonds due 5 September 2016 (FT01) on 3 December 2012.
Partners Involved:
Casper van Heerden
,
Lionel Shawe
,
Ulrike Naumann
FIRST STRUT PROPRIETARY LIMITED (AS ISSUER) AND THE STANDARD BANK OF SOUTH AFRICA LIMITED (ACTING THROUGH ITS CORPORATE AND INVESTMENT BANKING DIVISION) (AS INITIAL DEBENTURE HOLDER).
We assisted First Strut Proprietary Limited (as Issuer) and The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking Division) (as Initial Debenture Holder) with the issue of ZAR115,000,000 Senior Secured Floating Rate Convertible Debentures due 30 march 2017 on 3 December 2012 in connection with the acquisition by FT Construction Proprietary Limited, a subsidiary of the Issuer, of the entire business of Cosira South Africa Proprietary Limited.
Partners Involved:
Lionel Shawe
,
Ulrike Naumann
MONDI PENSION FUND
We acted for the Mondi Pension Fund in a R1,2 bn transaction in which the liabilities for the payment of pensions was transferred to Sanlam.
Partners Involved:
Rosemary Hunter
LEGAL AID SA
Bowman Gilfillan acted for the Legal Aid SA and successfully defended a claim in respect of a post retirement medical aid benefit wherein the client disavowed liability.
The matter, which was heard in the Labour Court, was quite significant to the client as they rely solely on funding from the Department of Justice and National Treasury.
Partners Involved:
Henry Ngcobo
INTERNATIONAL FINANCE CORPORATION
We advised the IFC on its financing of Mercantile Bank. In order for Mercantile to increase its lending to smaller businesses, including financing energy efficient and renewable energy projects to reduce CO2 emissions and energy costs.
Partners Involved:
Kelebogile Modise
INTERNATIONAL FINANCE CORPORATION
Advised IFC with regard to its funding of Apollo Tyres Limited of India, which wholly owns Apollo SA (Formally Dunlop South Africa).
Partners Involved:
Kelebogile Modise
TSUNG VS IDC
In this matter we acted for the IDC and successfully defended a judgment in terms of section 424 of the old Companies Act against two delinquent directors of a company who were held to have conducted the business of the company recklessly by concluding transactions for their own gain at a time when the company was insolvent and with the knowledge that it would not be able to pay its creditors. The directors were ordered to be personally liable for the company’s debt to the IDC (approx. R38m). The judgment importantly confirmed recent pronouncements that there need not be causation between the conduct and the loss suffered by the claimant (other than that there should be a concurrence in time of the conduct and loss). The judgment also contains some interesting findings regarding the instances of conduct found to be reckless (including using the company’s bank account as a channel for payment, dishonestly using foreign exchange approval and selectively paying debts of the company in order to reduce their own suretyship liabilities). The matter commenced in 2004 and has resulted in 2 separate visits to the SCA!
Partners Involved:
James McKinnell
