CORPORATE & COMMERCIAL - Cliffe Dekker Hofmeyr
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CORPORATE
& COMMERCIAL
CORPORATE & COMMERCIAL | cliffedekkerhofmeyr.com
Cliffe Dekker Hofmeyr (CDH) is one of the
largest commercial law firms in South Africa.
Our Corporate & Commercial practice is
a cornerstone of the firm and offers a full
suite of services to deliver multidisciplinary
and strategic legal support to our clients.
LEADING ADVISOR OUR APPROACH
Our work on many of the market-first and most Partner-led teams, cost-effective resourcing of
complex transactions across a wide variety of work and agile project management are all central
A TEAM OF OVER industry sectors demonstrates our ability to to our delivery of quality legal services. We remain
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combine sector-specific expertise with our committed to providing clients with value for their
technical excellence and legal innovation. legal spend (in terms of predictability, efficiency
and cost effectiveness) while maintaining the
Our transactional experience and depth of highest levels of service delivery.
expertise is reflected in the market recognition
DEDICATED LEGAL EXPERTS we have received and the top tier rankings we As a trusted adviser and partner, we tailor
have achieved in the most respected global commercial and practical solutions for our clients’
professional directories. transactional and advisory needs. We also look to
support our clients in pursuit of their core values,
as they align with ours, of being trustworthy,
CLIENT PARTNERSHIPS respectful and ethical in our actions.
We believe in building enduring partnerships. The
To maximise the value of our services to
long-standing relationships that we have with
our clients, we endeavour also to share our
many of our clients, spanning several decades,
knowledge through customised client training and
bear testament to this. Partnering with our clients
access to our information and technology base.
enables us to have an in-depth understanding
of their commercial imperatives and business
strategies, informing our approach to transactions.
“They are a top-tier firm in South Africa. Their
Our clients include listed and unlisted entities, advice is trusted and their style is well suited
both national and international, emerging to our needs.”
businesses and multinationals across a wide range
of sectors. CHAMBERS GLOBAL 2021
CORPORATE & COMMERCIAL | cliffedekkerhofmeyr.com
SERVICE
OFFERINGS
CROSS-BORDER REACH
We have the capability Our Equity Capital Markets
GENERAL EQUITY
We have considerable experience and a proven COMMERCIAL to support you in all CAPITAL specialists hold top-tier
track record in multi-jurisdictional corporate commercial contracts, MARKETS positions in global legal
activity. Our entrenched relationships with leading projects and advisory work. directories for advising
law firms and specialist lawyers throughout Africa To further strengthen our and working with issuers,
and other jurisdictions, enables us to provide capacity to execute on sponsors, investment
cross-border legal services efficiently and in corporate transactions, our banks and underwriters on
an integrated manner. due diligence, regulatory a broad range of primary
compliance and corporate and secondary securities
CROSS-PRACTICE INSIGHT governance experts play a offerings.
central role in highlighting any
Collaboration with our expert colleagues in
risks and providing proactive,
competition law, banking and finance, tax, real
commercial solutions.
estate, intellectual property and employment law
supports and complements our seamless service. Our broad-based black
BEE economic empowerment (BEE)
SECTOR EXPERTISE experts have considerable
MERGERS &
Our experts are the stalwarts practical experience in advising
We offer clients a combination of specialist
AQUISITIONS of South Africa’s M&A South African and international
technical and industry-related expertise across
arena, recognised as the businesses seeking to
the following sectors:
DealMakers’ M&A Legal restructure or implement
1. Agriculture, Aquaculture & Fishing Sector DealMakers of the Decade BEE in accordance with the
2. Commercial Real Estate by Deal Flow 2010-2019. framework and the objectives
of the legislation.
3. Consumer Goods, Services and Retail
4. Energy, Oil & Gas and Natural Resources
5. Financial Institutions, Services and Fintech
Our Private Equity team offers
PRIVATE Clients appreciate the team for its “legal
6. Government and State-Owned Entities deep skills and extensive
EQUITY knowledge and commerciality,” additionally
7. Healthcare and Pharmaceutical experience to private equity
financial investors, investees, commenting on the “excellent service – they
8. Hospitality, Gaming and Leisure management teams and are always looking to go above and beyond.”
9. Industrials and Manufacturing funds of every size.
CHAMBERS GLOBAL 2020
10. Infrastructure, Transport and Logistics
11. Mining and Minerals
12. Private Equity
13. Technology, Media and Telecommunications
CORPORATE & COMMERCIAL | cliffedekkerhofmeyr.com
EXPERTISE
We have both a local and international footprint, advising dominant
market participants as well as first-time issuers and new players in the
equity capital market sector.
We have extensive capabilities in ECM transactions and considerable
experience in:
• Initial public offerings
• Rights issues/claw-back offers
• Private placement/accelerated bookbuilds
EQUITY • Issues of convertible and exchangeable securities
CAPITAL • Stock exchange listings, inward listings and dual listings
MARKETS
• REITs
Our integrated transaction services include:
• Transaction structuring and advice
• Legal due diligence
PRIVATE • Drafting documentation
EQUITY • Coordination of cross-border legal requirements
• Interaction with regulators and regulatory compliance
• Implementation of transactions
• Tax structuring
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COMPANIES BROCHURE
We have extensive experience in all
private equity matters, ranging from
transactional advice relating to acquisitions We offer commercial and practical legal advice tailored to meet your
and disposals through to assistance strategic objectives and actively manage the M&A process to ensure
with maintaining and improving value in deal success. We provide this advice and insight at every stage of the
currently-held investments. transaction from inception to execution.
We offer a full range of private equity Our considerable experience and proven track record in domestic
services, including: MERGERS & and cross-border M&A activity is reflected in the number of complex
• Advice on all stages of the investment ACQUISITIONS transactions our highly-regarded team has handled over the past
cycle including fund formation, decade, in particular.
investment (early stage and expansion),
We advise on:
buy-outs, portfolio transactions and exits
• public and private M&A
• Advising financial investors on their
eventual exit from a private equity • disposals
investment, be it in a trade sale, a • joint ventures
secondary buy-out, a listing or a virtual • restructurings
exit via a re-gearing • corporate governance and regulatory compliance
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PE BROCHURE
CORPORATE & COMMERCIAL | cliffedekkerhofmeyr.com
EXPERTISE
We specialise in providing strategic commercial advice in drafting, The quality of the lawyers and the legal
reviewing and negotiating a wide range of agreements necessary to work is superb. Very responsive and
protect your investments and enhance the value of your business. provide excellent value.
This commercial advice, as with all our transactional and advisory work,
is ably supported by our specialist teams in due diligence and corporate CHAMBERS GLOBAL 2018
governance.
Our team of multidisciplinary due diligence experts has established a
GENERAL reputation for thorough and comprehensive reporting that facilitates the
COMMERCIAL mitigation of risks associated with our clients’ transactions, as well as Commentators appreciate the strength
ensuring that their transactions are practicable to implement. of the firm…highlighting its “ability to
navigate complex matters including
Similarly, our corporate governance and regulatory specialists guide
tax” as well as its “deal structuring,
clients in managing the demands of regulators and regulatory
requiring tactical and strategic advice”.
frameworks by translating legislation and accountability into practical
solutions in a commercial context.
CHAMBERS GLOBAL 2019
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GOVERNANCE BROCHURE KING IV BROCHURE
“The firm gives excellent advice and
insight into commercial matters and
has deep knowledge of the law. It also
BEE is a unique consideration for companies doing business in has the ability to deal with shareholders
South Africa. from other geographies.”
Our comprehensive BEE advisory services include: IFLR1000 2020
• Assisting with formulating a BEE strategy to align commercial
outcomes with BEE expectations to achieve regulatory compliance
BEE • Advising on the development of BEE ownership structures and
drafting the legal documents for implementing these structures
Clients say “The department has a
• Conducting BEE due diligence investigations
strong commercial inclination and
• Advising on complaints made to the BEE Commission business sense.”
• Advising on structuring and compliance with the Mining Charter
LEGAL 500 EMEA 2020
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BEE BROCHURE
CORPORATE & COMMERCIAL | cliffedekkerhofmeyr.com
EXPERIENCE
EXAMPLES OF OUR TRANSACTIONAL AND ADVISORY WORK ACROSS A RANGE OF SECTORS
TECHNOLOGY, MEDIA AND TELECOMMUNICATIONS Advised EOH Holdings Limited, a technology company listed
on the JSE, in respect of its BEE transaction, coupled with a
Advised Vodacom Group Limited (VGL), the leading
ZAR1 billion equity capital raising
South Africa-based mobile communications company and
YeboYethu (RF) Limited, VGL’s main BEE shareholder, in a BEE FINANCIAL INSTITUTIONS, SERVICES AND FINTECH
deal in terms of which the current shareholders in Vodacom's
Advised Old Mutual Equity Markets Proprietary Limited, in
2008 BEE deal reinvested their equity in Vodacom into VGL
the sale of its 100% of the issued share capital of UK-based
for a further 10 years and geared that equity to acquire
Old Mutual Latin America HoldCo UK and 100% of the issued
greater exposure to VGL. Shortlisted for DealMakers’ Deal of
share capital of Panama-based, AIVA Holdings Group
the Year 2018 – ZAR16,4 billion.
– US$307,5 million
Advised Lebashe Investment Group Limited, a black-owned
Advised Caixa Geral de Depositos, S.A., the leading
investment vehicle with interests in the technology and
Portugal-based state-owned banking corporation in relation
financial sectors, and Tiso Blackstar Group SE, a global
to its disposal of 100% of its shareholding in Mercantile Bank
company with its roots in Africa, operating market-leading
Holdings to Capitec Bank – US$233 million
media, broadcast and retail marketing properties, in respect
of Lebashe's acquisition of Tiso Blackstar's South African Advised Stellar Capital Partners Limited, a JSE-listed
media, broadcasting and content businesses and media, investment holding company with strategic and controlling
broadcasting and content businesses in Ghana, Nigeria stakes in a portfolio of investee companies in the financial
and Kenya – ZAR1,05 billion services and industrial sectors on the sale of its 100% stake in
Amalgamated Electronic Corporation – ZAR444 million
Advised Vumatel, the leading South Africa-based open
access fibre provider and its shareholders on the disposal COMMERCIAL REAL ESTATE
of a stake to Community Investment Ventures Holdings Advised New Europe Property Investments plc (NEPI), the
Proprietary Limited. This transaction claimed the prestigious largest listed real estate fund focused on Eastern Europe, in its
award of DealMakers' Private Equity Deal of the Year 2018 merger with Rockcastle Global Real Estate Company Limited,
and also won The Banker's magazine's Deal of the Year a real estate fund that owned, developed and managed
award in the High Yield and Leveraged Finance category for retail assets in Eastern Europe and invested in global real
Africa – ZAR multi-billion estate listed securities. The merger resulted in a new entity,
NEPI Rockcastle plc, for which our team also led the work on
its JSE listing. Shortlisted for the DealMakers' Deal of the
Year in 2016 – ZAR90 billion
EXPERIENCE
EXAMPLES OF OUR TRANSACTIONAL AND ADVISORY WORK ACROSS A RANGE OF SECTORS...continued
Advised Vukile Property Fund Limited, one of South Africa's Advised Sovereign Foods, one of the largest poultry
premier REITs, in a transaction which involved the indirect producers in South Africa, in its successful defence of an
acquisition of 4 retail centres in Spain from Unibail Rodamco attempted hostile take-over by Country Bird Holdings.
– EUR489 million Subsequently advised Sovereign Foods in respect of
Capitalworks' friendly offer to acquire all (or a portion) of the
Advised Tower Property Fund Limited, a leading
shares in Sovereign Foods. Shortlisted for DealMakers' Private
South Africa-based property investment fund and structured
Equity Deal of the Year 2017 – ZAR907 million
REIT on transferring its ZAR 1 billion Croatian property
portfolio to Tower International; obtaining a new investor, Advised Sea Harvest Group, a JSE listed fishing and food
Namibia-based Oryx, to invest ZAR300 million into Tower business entity, in the acquisition by its wholly-owned
International; and on restructuring the Euro bank debt linked subsidiary, Cape Harvest Food Group Proprietary Limited,
to the portfolio – ZAR1,8 billion of the entire issued share capital of Ladismith Cheese
Company Proprietary Limited – ZAR527 million
Advised Echo Polish Properties N.V., a Polish property fund
promoted by Redefine Properties Limited on its IPO and HEALTHCARE AND PHARMACEUTICAL
JSE inward listing – ZAR19,5 billion
Advised Mediclinic International Limited, a large private
CONSUMER GOODS, SERVICES AND RETAIL hospital group with operations in Southern Africa,
Switzerland, the UK and the UAE, on the reverse take-over
Advised Distell Group Limited, the leading South Africa-based
of/reverse listing into Al Noor Hospitals plc (Al Noor), an
brewing and beverage company on the restructuring of its
LSE-listed hospital group with operations in the Middle East.
multi-tiered ownership structure and the listing of New Distell
As part of the transaction, the enlarged and re-branded
on the JSE. Short-listed for DealMakers' Deal of the
Al Noor inwardly listed on the JSE and the NSX.
Year 2017 – ZAR38,8 billion
Short-listed for DealMakers' Deal of the Year in 2015
Advised Remgro Limited, the top ALSI 40 leading investment – ZAR125 billion
holding company listed on the JSE, in its acquisition of the
Unilever spreads business in Southern Africa – ZAR11,9 billion
Highly regarded for its handling of major M&A and
private equity transactions in South Africa.
CHAMBERS GLOBAL 2019
EXPERIENCE
EXAMPLES OF OUR TRANSACTIONAL AND ADVISORY WORK ACROSS A RANGE OF SECTORS...continued
INDUSTRIALS AND MANUFACTURING MINING AND MINERALS
Advised Metier Capital Growth Fund II Partnership and Advised Lonmin, then the world's third largest platinum
MCGF II Investments, leading South African and Mauritius producer with a primary listing on the London stock
private equity investment vehicles, in their take-private exchange and a secondary listing on the JSE, in relation to
acquisition of 100% of the issued share capital of an all-share offer by Sibanye-Stillwater – ZAR4,2 billion
South African packaging company, Master Plastics
Advised Northam Platinum, a platinum miner listed on the
– ZAR260 million
JSE, on its BEE transaction and a fully underwritten capital
Advised Séché Environnement S.A., the leading raising by way of an IPO of preference shares in Zambezi
France-based group which provides environmental Platinum and the listing of the preference shares on the
management solutions globally, in its take-private JSE. Shortlisted for DealMakers’ Deal of the Year 2014
acquisition of 100% of the issued share capital of South – ZAR6,6 billion.
African waste management company, Interwaste Holdings
AGRICULTURE AND AQUACULTURE
– ZAR540 million
Advised ZARX-listed Senwes Group, one of South Africa's
ENERGY, OIL & GAS AND NATURAL RESOURCES
largest agribusinesses, and KLK Landbou Limited, a large
Advised Solar Capital Orange RF on its re-arrangement farming services specialist in the Northern Cape, on Senwes
of shareholding and completion of financing to allow a Group's purchase of a majority shareholding in KLK, whilst
much-delayed renewable solar project to close days before simultaneously overcoming a competing hostile takeover
extended regulatory approval expired – ZAR1,8 billion bid already launched by one of KLK's existing shareholders
– ZAR320 million
Advised Sinopec, the global oil giant, in its acquisition of
75% of Chevron's downstream oil assets in South Africa and
Botswana, as well as the establishment of a head office
presence in South Africa for Sinopec to serve as a base for
its African business – ZAR11 billion Clients appreciate that “The team is incredibly
committed to ensuring the success of a transaction.
They have seemingly limitless energy, but it is their
problem solving that makes them stand out as advisors.”
LEGAL 500 EMEA 2021MARKET RECOGNITION
Our Corporate & Commercial team is widely
praised for its depth of resources, capabilities
and experience. Team members are regularly
recognised and ranked as leading lawyers in
international legal directories. Cliffe Dekker Hofmeyr Cliffe Dekker Hofmeyr 2021
TIER 1
CORPORATE & TOP TIER FIRM
Sources highlight the firm for its “broad BAND 2 BAND 1 COMMERCIAL, M&A
Capital Markets: Corporate/M&A FINANCIAL
spectrum of experience and expertise.” Equity 2020-2021 AND CORPORATE
CHAMBERS GLOBAL 2020
2020 CONSISTENT LEADERS IN M&A LEGAL DEALMAKERS
2020 2019 2018 2017
“The firm has incredible attention to detail 1 st by M&A Deal Flow.
1 st by BEE Deal Flow.
M&A Legal DealMakers of the
Decade by Deal Flow: 2010-2019.
1 st
1 st
by M&A Deal Flow.
by M&A Deal Value.
2nd by M&A Deal Value.
1st by General Corporate Finance Deal Flow
1 st by BEE Deal Value. 1 st by BEE M&A Deal Flow. 2nd by General Corporate Finance Deal Flow. for the 6th time in 7 years.
and is very comprehensive in all aspects of 2nd by General Corporate Finance Deal Flow. 1 st by General Corporate 1 st by BEE M&A Deal Value. 1 st by General Corporate Finance Deal Value.
2nd by General Corporate Finance Deal Value. Finance Deal Flow. 2nd by BEE M&A Deal Flow. 2nd by M&A Deal Flow and Deal Value (Africa,
its work.” 3rd by M&A Deal Value. 2nd by M&A Deal Value. Lead legal advisers on the Private Equity excluding South Africa).
Catalyst Private Equity Deal of the Year. 2nd by M&A Deal Flow. Deal of the Year. 2nd by BEE Deal Flow and Deal Value.
IFLR1000 2020
“The firm is competent. They are leaders in
their field of expertise and deliver on time.”
IFLR1000 2020
CORPORATE & COMMERCIAL | cliffedekkerhofmeyr.comOUR TEAM BBBEE STATUS: LEVEL ONE CONTRIBUTOR
Our BBBEE verification is one of several components of our transformation
For more information about our Corporate & Commercial practice strategy and we continue to seek ways of improving it in a meaningful manner.
and services in South Africa and Kenya, please contact:
PLEASE NOTE
This information is published for general information purposes and is not
Willem Jacobs intended to constitute legal advice. Specialist legal advice should always
Practice Head
be sought in relation to any particular situation. Cliffe Dekker Hofmeyr will
Director
Corporate & Commercial
accept no responsibility for any actions taken or not taken on the basis of this
T +27 (0)11 562 1555 publication.
M +27 (0)83 326 8971 JOHANNESBURG
E willem.jacobs@cdhlegal.com
1 Protea Place, Sandton, Johannesburg, 2196.
Sammy Ndolo Private Bag X40, Benmore, 2010, South Africa.
Managing Partner | Kenya Dx 154 Randburg and Dx 42 Johannesburg.
T +254 731 086 649 T +27 (0)11 562 1000 F +27 (0)11 562 1111 E jhb@cdhlegal.com
+254 204 409 918
+254 710 560 114 CAPE TOWN
E sammy.ndolo@cdhlegal.com 11 Buitengracht Street, Cape Town, 8001.
PO Box 695, Cape Town, 8000, South Africa. Dx 5 Cape Town.
T +27 (0)21 481 6300 F +27 (0)21 481 6388 E ctn@cdhlegal.com
NAIROBI
CVS Plaza, Lenana Road, Nairobi, Kenya.
PO Box 22602-00505, Nairobi, Kenya.
T +254 731 086 649 | +254 204 409 918 | +254 710 560 114
E cdhkenya@cdhlegal.com
STELLENBOSCH
14 Louw Street, Stellenbosch Central, Stellenbosch, 7600.
T +27 (0)21 481 6400 E cdhstellenbosch@cdhlegal.com
©2021 0590/JULY
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