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Latest deals and successes by Bowman Gilfillan

Africa Group

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 , Darren Olivier , David Geral , Eva Mudely , Francisco Khoza , Frans Van Hoogstraten , Iona Dhladhla , Jean Meijer , Karen Fulton , Matthew Purchase , Ulrike Naumann

Banking and Finance

RAND MERCHANT BANK, OLD MUTUAL AND NEDBANK
We acted in respect of a ZAR2,35 billion senior and mezzanine financing provided to Virgin Active South Africa by a consortium of Rand Merchant Bank, Old Mutual and Nedbank to refinance the ZAR1,5 billion financing by RMB and provide additional financing to Virgin Active South Africa.

Partners Involved: Lionel  Shawe , Lisa Botha

VOLKSWAGEN AG
We acted for Volkswagen AG ("VW") and MAN SE ("MAN". The Proposed Transaction involves the acquisition of sole control by VW over MAN. VW, an existing shareholder of MAN, intends to increase its current shareholding. The offer values MAN at approx. EUR 13.8 billion.

Partners Involved: Francisco Khoza , Moipone Khojane , Tamara Dini

Capital Markets

DENEL SOC LTD AND RAND MERCHANT BANK, A DIVISION OF FIRSTRAND BANK LIMITED
We assisted Denel SOC Ltd (as Issuer) and Rand Merchant Bank, a division of FirstRand Bank Limited (as Dealer and Debt Sponsor) with the issue of ZAR590,000,000 Senior Unsecured Zero Coupon Notes due 12 January 2012 (DENG21), under the Denel SOC Ltd ZAR2,200,000,000 DMTN Programme on 6 October 2011.

Partners Involved: Casper van Heerden

CITY OF JOHANNESBURG METROPOLITAN MUNICIPALITY
We assisted the City of Johannesburg Metropolitan Municipality (as Issuer), Nedbank Capital, a division of Nedbank Limited and Quartile Capital (Proprietary) Limited (as Managers) with the issue of ZAR25,000,000 5,8676% Senior Unsecured Fixed Rate Notes due 17 February 2012 (COJ12C) and ZAR704,000,000 6,0500% Senior Unsecured Fixed Rate Notes due 18 April 2012 (COJ13C) under the City of Johannesburg Metropolitan Municipality ZAR13,000,000,000 DMTN Programme on 18 October 2011.

Partners Involved: Casper van Heerden

Competition

VOLKSWAGEN AG
We acted for Volkswagen AG ("VW") and MAN SE ("MAN". The Proposed Transaction involves the acquisition of sole control by VW over MAN. VW, an existing shareholder of MAN, intends to increase its current shareholding. The offer values MAN at approx. EUR 13.8 billion.

Partners Involved: Francisco Khoza , Moipone Khojane , Tamara Dini

RMB VENTURES SIX (PTY) LTD AND AVI LTD
We acted for Blue Falcon 134 (Pty) Ltd, an entity in which RMB Ventures Six (Pty) Ltd has a 49.9% shareholding, when they acquired AVI Ltd’s shareholding in Denny Mushrooms (Pty) Ltd as well as AVI Ltd’s shareholding claims against Denny Mushrooms (Pty) Ltd. The deal was subject to the condition precedent that approval was obtained from the South African competition authorities.

Partners Involved: Jean Meijer

Construction and Engineering

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.

Partners Involved: Jason Smit

Corporate and Commercial

WESTCON SA (PTY) LTD
We acted for Datatec subsidiary, Westcon SA (Pty) Ltd, in regards to its agreement to buy Sentronics Security Distributers (Pty) Ltd, a local value-added distributor of IT physical security and video solutions.

Partners Involved: Heather Duffey

Debt

CALGRO M3 DEVELOPMENTS (PROPRIETARY) LIMITED
We assisted Calgro M3 Developments (Proprietary) Limited (as Issuer) and Nedbank Capital, a division of Nedbank Limited (as Dealer) with the issue of ZAR35,000,000 Senior Unsecured Floating Rate Notes due 15 November 2012 under the Calgro M3 Developments (Proprietary) Limited ZAR300,000,000 Debt Programme on 17 November 2011.

Partners Involved: Casper van Heerden

DENEL SOC LTD AND RAND MERCHANT BANK
We assisted Denel SOC Ltd (as Issuer) and Rand Merchant Bank, a division of FirstRand Bank Limited (as Dealer and Debt Sponsor) with the issue of ZAR90,000,000 Senior Unsecured Zero Coupon Notes due 1 February 2012 (DENG22), under the Denel SOC Ltd ZAR2,200,000,000 DMTN Programme on 31 October 2011.

Partners Involved: Casper van Heerden

Employment

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

Finance

RAND MERCHANT BANK, OLD MUTUAL AND NEDBANK
We acted in respect of a ZAR2,35 billion senior and mezzanine financing provided to Virgin Active South Africa by a consortium of Rand Merchant Bank, Old Mutual and Nedbank to refinance the ZAR1,5 billion financing by RMB and provide additional financing to Virgin Active South Africa.

Partners Involved: Lionel  Shawe , Lisa Botha

RAND MERCHANT BANK AND THE STANDARD BANK OF SOUTH AFRICA
We acted for Rand Merchant Bank and The Standard Bank of South Africa in respect of financing the acquisition of McDonald's SA by Shanduka Restaurants Company (Proprietary) for an undisclosed amount.

Partners Involved: Lionel  Shawe , Ulrike Naumann

Financial Services and Regulatory

RAND MERCHANT BANK, OLD MUTUAL AND NEDBANK
We acted in respect of a ZAR2,35 billion senior and mezzanine financing provided to Virgin Active South Africa by a consortium of Rand Merchant Bank, Old Mutual and Nedbank to refinance the ZAR1,5 billion financing by RMB and provide additional financing to Virgin Active South Africa.

Partners Involved: Lionel  Shawe , Lisa Botha

Mining

INC RESEARCH, LLC
We are currently assisting Salans LLP, INC Research’s attorneys, with the South African leg of the transaction, which involves providing advice in respect of integrating the businesses of Kendle and INC Research and streamlining the group structure at a local level.

Partners Involved: David Geral , Eva Mudely , Karen Fulton , Lloyd Chater

Tax

UCS GROUP LIMITED
Tax advice in relation to the acquisition by Business Connexion of certain of the subsidiaries of UCS Group Limited in consideration for shares in Business Connexion.

Partners Involved: Barry Garven

UCS GROUP LIMITED
Tax advice in relation to the de-listing of UCS Group Limited.

Partners Involved: Barry Garven

• Consumer Protection Act
• Proposed Labour Law Amendments
• New Companies Act
• NHI