DEBT CAPITAL MARKETS - Bowmans
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DEBT CAPITAL MARKETS
BOWMANS Debt Capital Markets
Contents
03 Our Firm
04 Our Footprint in Africa
05 Our Debt Capital Market Expertise
06 Our Specialist Services
07 Our Signature Matters
13 Key Contacts
2 3
BOWMANS Debt Capital Markets
Our Firm Our Footprint
in Africa
We help our clients overcome legal complexity W e are present in six countries in Africa:
Kenya (Nairobi), Mauritius (Moka), South
and unlock opportunity in Africa. Africa (Cape Town, Durban, Johannesburg),
Tanzania (Dar es Salaam), Uganda (Kampala)
and Zambia (Lusaka).
O ur track record of providing specialist legal
services in the fields of corporate law,
banking and finance law and dispute resolution,
At the inaugural IFLR1000 Awards for Sub-
Saharan Africa (2020), we received 10 awards
across four jurisdictions confirming our leadership
We work closely with our alliance firms in
Ethiopia (Aman Assefa & Associates Law
Office) and Nigeria (Udo Udoma & Belo-
spans over a century. when it comes to advising on multijurisdictional Osagie). These are two of the leading Uganda
mergers and acquisitions in Africa. At the African corporate and commercial law firms in their
With eight offices in six African countries and Legal Awards (2020), we won awards in three jurisdictions. Ethiopia
over 400 specialist lawyers, we draw on our categories and were highly commended in a
unique knowledge of the business and socio- further four categories including African Law We have developed best friends relationships
political environment to advise clients on a wide Firm of the Year – Large Practice. with PFI Partnerships in Malawi and Taciana
range of legal issues. Peão Lopes & Advogados Associados in
We received awards in three out of four Mozambique, and regularly work with leading
Nigeria Kenya
Everywhere we work, we offer clients a categories at the Dealmakers East Africa Awards law firms in other countries such as Angola,
service that uniquely blends expertise in the (2019): top legal adviser in the M&A Category for Botswana, Ghana, Ivory Coast, Namibia, Tanzania
law, knowledge of the local market, and an both deal flow and deal value and advised on the Rwanda, South Sudan and Zimbabwe.
understanding of their businesses. Our aim Deal of the Year. In the Dealmakers South Africa Malawi
is to assist them to achieve their objectives Awards (2020), we were placed third for both We have a comprehensive database of all the Zambia
as smoothly and efficiently as possible while transaction value and transaction volume in the law firms we work with in the rest of Africa
minimising the legal and regulatory risks. General Corporate Finance Category and fourth covering such countries as Algeria, Egypt,
for both deal value and deal volume in the M&A Morocco and French-speaking West Africa.
Our clients include corporates, multinationals Category. Mauritius
South Africa
and state-owned enterprises across a range of We are representatives of Lex Mundi, a global
industry sectors as well as financial institutions association with more than 160 independent Mozambique
and governments. law firms in all the major centres across
the globe. Lex Mundi gives us the ability to
Our expertise is frequently recognised by connect our clients with the best law firms in
independent research organisations. Most each of the countries represented.
recently, Mergermarket identified us as the Bowmans offices
number one legal adviser for Africa by number of
completed deals in 2020.
Alliance firms
Best friends
Significant transaction
or advisory experience
4 5
CONTENTS PAGE CONTENTS PAGE
BOWMANS Debt Capital Markets
Our Debt Capital Market Expertise Our Specialist
Services
We provide exceptional legal and transactional Our debt capital markets team is regarded • Standalone bond issues
debt capital markets advice to banks, financial as one of the strongest in the South African • Domestic medium term note programmes
institutions, corporates, state-owned entities, financial space. This is borne out by the • Commercial paper programmes
municipalities and governments. Our practical impressive mandates that we secure both • Global/ euro medium term note
and innovative approach to each transaction locally and internationally. Our expertise in programmes (Regulation S and Rule 144A)
ensures that we deliver clear and concise Regulation S/ Rule 144A issues, stand-alone • Structured products
solutions that enable our clients to conclude bond issues, domestic medium term note • Secured note programmes
their transactions successfully. programmes, domestic issuances, inward • Inward listings
listings, structured products, secured note • Convertible bonds
programmes, secured note issuances and • DCM regulatory advice
“The lawyers I work with
convertible bonds is particularly renowned.
have been top quality.
They are clearly at the We are differentiated in the South African
cutting edge in South market by our in-depth knowledge of the
regulatory framework, which extends to
Africa, and they are also
exchange control, and our relationships with
not just limited to South the JSE Ltd, Strate Pty Ltd and the South
Africa either – they have African Reserve Bank’s (SARB’s) Financial
stretched up into Africa. Surveillance Department. In addition, members
of our team sit on the JSE Listing Advisory
It's easy to get a very
Committee and on the Executive Committee of
quick answer from them the South African Securitisation Forum.
and if there is some kind
of problem, it is always We are active in several African jurisdictions
in addition to those in which we are located,
addressed.” – Client
including Botswana, Ghana, Namibia, Nigeria
quoted by Chambers & and Zambia.
Partners, 2016
6 7
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BOWMANS Debt Capital Markets
Our Signature
Matters
“Deep bench of Programme and the debut issuance of
We have advised: • IFC in connection with the inward listing experienced practitioners notes under the programme.
of the IFC’s Global Medium Term Note
with an outstanding
FINANCIAL INSTITUTIONS Programme on the JSE and the debut • Santam Ltd and Rand Merchant Bank in
issuance of ZAR 1 billion Green Notes reputation in both connection with the establishment by the
• BNP Paribas Arbitrage Issuance BV, an listed on the JSE. We advised IFC on debt and equity capital Issuer of the Santam Ltd ZAR 4 billion
entity incorporated in the Netherlands, (as the legal and regulatory aspects of the markets.”– Chambers & Unsecured Subordination Callable Note
Issuer), BNP Paribas, an entity incorporated transaction, including in connection Programme on the Interest Rate Market of
Partners, 2018
in France, (as Issuer and, in respect of BNP with obtaining the requisite regulatory the JSE and the issue of various notes under
Paribas Arbitrage Issuance BV only, as approvals from the office of the Minister of the Programme.
Guarantor), BNP Paribas, acting through Finance, the South African Reserve Bank, Mizuho International plc, Morgan Stanley & Co
its South African Branch (as Issuer), BNP the Financial Services Board and the JSE. International plc, MUFG Securities EMEA plc,
Paribas Arbitrage SNC (as Arranger) and Rand Merchant Bank, a division of FirstRand STATE OWNED ENTITIES/
Standard Bank of South Africa Ltd, acting • International Finance Corporation Bank Ltd (London Branch), RBC Capital MUNICIPALITIES
through its Corporate and Investment (IFC) (as Issuer) and Rand Merchant Markets, LLC., Scotia Capital (USA)
Banking Division (as JSE Debt Sponsor) in Bank, a division of First Rand Bank Ltd Inc and Société Générale in connection • Absa Bank acting through its Absa Capital
connection with the update of the Note, in connection with the issue of with the high yield bond (Regulation S/ division, Vunani Capital Holdings (Pty) Ltd,
Warrant and Certificate Programme, which ZAR 500 million 8.765% Fixed Rate Rule 144A) offer of USD 1.05 billion listed Deutsche Bank AG, Johannesburg Branch,
is inward listed on the Interest Rate Market South African Notes due April 14, 2021 on the Irish Stock Exchange. Quartile Capital (Pty) Ltd, Infrastructure
and the Main Board of the JSE and the issued under the IFC’s ZAR 5 billion Finance Corporation Ltd, Nedbank Ltd,
inward listing of notes, warrants and Global Medium-Term Note Programme. • The Mauritius Commercial Bank Ltd, Citigroup FirstRand Bank Ltd, IDG Financial Services
certificates under the programme. NA, South Africa branch, in connection with Investments (Pty) Ltd, Standard Bank of
• RCS Investment Holdings Ltd (as Issuer), the inward listing of The Mauritius Commercial South Africa Ltd and Basis Points Capital
• Calyon, acting through its South Africa RCS Cards (Pty) Ltd (as Guarantor), Bank Ltd Medium Term Note Programme (Pty) Ltd in connection with the establishment
branch, in connection with the establishment BNP Paribas (as Guarantor) and Rand and the issue of various notes under of the City of Johannesburg ZAR 13 billion
of the Calyon ZAR 4 billion Domestic Merchant Bank, a division of FirstRand the Programme. amended and restated Domestic Medium
Medium Term Note Programme and the Bank Ltd (as Arranger, Dealer and JSE Term Note Programme and the issue of
issuances of notes under the programme. Debt Sponsor) in connection with the various notes under the Programme.
update of the RCS Investment Holdings Ltd INSURERS
• FirstRand Bank Ltd in connection with the ZAR 10 billion Domestic Medium Term • City of Ekurhuleni Metropolitan Municipality
establishment and ongoing updates of the Note Programme, and the inclusion of a • Absa Corporate and Investment Bank, with the issue of ZAR 500 million Senior
FirstRand Bank Ltd ZAR 50 billion Domestic foreign guarantor, BNP Paribas, wherein a division of Absa Bank Ltd and Nedbank Unsecured Fixed Amortising Rate Notes and
Medium Term Note Programme. we advised on the South African law Ltd in connection with the establishment of with the private placement of ZAR 800 million
aspects of the guarantee. the Old Mutual Life Assurance (South Africa) Senior Unsecured Fixed Amortising Rate
• Goldman Sachs International in connection Ltd ZAR 10 billion Unsecured Subordinated Notes issued under the Programme pursuant
with the inward listing of the Goldman Sachs • Standard Bank of South Africa Ltd in Callable Note Programme and the issuances to the provisions of the Municipal Finance
International Programme for the issuance connection with the inward listing of of various notes under the programme. Management Act.
of warrants, notes and certificates in South the African Development Bank EMTN
Africa and the issuance of notes under Programme in South Africa and the • MMI Group Ltd in connection with the • Denel (SOC) Ltd and FirstRand Bank Ltd
the programme. issuances of notes under the programme. consolidation and amendment and in connection with the establishment of
restatement of its ZAR 5 billion Unsecured the Denel (Pty) Ltd ZAR 2 billion Domestic
• Goldman Sachs International in connection • The initial purchasers namely Citigroup Subordinated Callable Note Programme and Medium Term Note Programme and the
with the inward listing in respect of the Global Markets Inc, HSBC Bank plc, the issuance of notes thereunder. debut issue of notes under the programme
Goldman Sachs International Programme Barclays Bank plc, Credit Suisse Securities (including compliance with the Public
for the issuance of secured notes in (Europe) Ltd, Standard Bank of South • Sanlam Life Insurance Ltd ZAR 3 billion Finance Management Act (PFMA) and
South Africa. Africa Ltd, JP Morgan Securities plc, Unsecured Subordinated Callable Note Treasury Regulations).
8 9
CONTENTS PAGE CONTENTS PAGE
BOWMANS Debt Capital Markets
• Denel SOC Ltd in relation to its DMTN and the debut issue of notes under the REAL ESTATE COMPANIES with the update of the Mercedes-Benz South
Programme increase from ZAR 2.2 billion programme (including compliance with the Africa Ltd ZAR 35 billion Domestic Medium
to ZAR 3 billion and counsel to Denel SOC PFMA and Treasury Regulations). • Absa Capital and Growthpoint Properties Term Note Programme on the Interest Rate
Ltd and Nedbank Ltd, acting through its Ltd in connection with the establishment of Market of the JSE. We also advised on the
Corporate and Investment Banking Division • Standard Bank of South Africa Ltd and Nedbank the Growthpoint Properties Ltd ZAR 5 billion South African law aspects of the Guarantee
in connection with the issue of various notes Capital in connection with the establishment Domestic Medium Term Note Programme (governed by German Law) provided by
under their Programme. of the Airports Company of South Africa Ltd and the various note issuances under the Guarantor.
ZAR 12 billion Domestic Medium Term Note the programme.
• Eskom Holdings Ltd in connection with the Programme and issuance of various notes under • Mercedes-Benz South Africa Ltd (as Issuer)
establishment of Eskom Holdings Ltd the programme (including compliance with the • Calgro M3 Developments Ltd and Nedbank Ltd, and the Rand Merchant Bank, a division of
ZAR 65 billion Domestic Medium Term Note PFMA and Treasury Regulations). in connection with the issue of ZAR 70 million FirstRand Bank Ltd (as Arranger) in the
Programme and the issuances of notes under Senior Unsecured Floating Rate Notes (CGR22), Republic of South Africa in connection with
the programme (including compliance with • Standard Bank of South Africa Ltd in ZAR 25 million Senior Unsecured Floating Rate the issue of ZAR 1.5 billion Senior Unsecured
the PFMA and Treasury Regulations). connection with the establishment of the Notes (CGR23) and ZAR 20 million Senior Floating Rate Notes due 14 March 2019 and
City of Cape Town Metropolitan Municipality Unsecured Floating Rate Notes (CGR24) ZAR 500 million Senior Unsecured Floating
• Land and Agricultural Development Bank ZAR 7 billion Domestic Medium Term Note issued under the Calgro M3 Developments Rate Notes due 13 March 2017.
of South Africa (as Issuer), Standard Bank Programme and the debut issue of notes Ltd ZAR 600 billion Debt Programme.
of South Africa Ltd (as Arranger) and the under the programme. • Standard Bank of South Africa Ltd and
Dealers in connection with the update of the • Emira Property Fund Ltd and Rand Merchant Nedbank Capital in connection with the
Land and Agricultural Development Bank of • The managers and underwriters in connection Bank in connection with the update of the establishment of the Sappi Manufacturing
South Africa ZAR 20 billion Domestic Medium with the issue by Telkom Ltd of EUR 500 million Issuer’s ZAR 5 billion Domestic Medium Term (Pty) Ltd ZAR 3 billion Domestic Medium
Term Note Programme on the Interest Rate Senior Notes. Note Programme. In particular we advised Term Note Programme and the debut
Market of the JSE. The Issuer is a Schedule 2 on aspects relating to the JSE debt listings issuance of notes under the programme.
public entity under the PFMA regulated by • Transnet Ltd in connection with the requirements and the relevant aspects of
the Land and Agricultural Development Bank establishment of the Transnet Ltd the conversion of Emira Property Fund • Steinhoff Services Ltd (as Issuer), and the
Act (the Land Bank Act) and the PFMA. We ZAR 30 billion Domestic Medium Term Note (Old Emira) into a corporate Real Estate Guarantors. The Standard Bank of South
advised on the necessary regulatory approvals Programme and the debut issue of notes Investment Trust; and the transfer of rights Africa Ltd, acting through its Corporate and
and consents required to be obtained under the programme (including compliance and obligations under the Emira Programme Investment Banking Division (as Arranger
pursuant to the Land Bank Act. with the PFMA and Treasury Regulations). from Old Emira to Emira Property Fund Ltd. and JSE Debt Sponsor, and the Dealers
in connection with the amendment and
• Land and Agricultural Development Bank of • Transnet Ltd in connection with the • Fortress Income Fund Ltd and Rand Merchant restatement of the Steinhoff Services Ltd
South Africa (as Issuer) and Absa Corporate establishment of the Transnet Ltd Bank in connection with the issuance of ZAR 15 billion Domestic Medium Term
and Investment Bank, a division of Absa Bank USD 2 billion Global Medium Term various notes under the Fortress Income Fund Note Programme.
Ltd (as Dealer) in connection with the issue Note Programme. Ltd ZAR 10 billion Domestic Medium Term
of ZAR 500 million Senior Unsecured Floating Note Programme. • Toyota Financial Services (South Africa) Ltd,
Rate Notes issued under their ZAR 20 billion Toyota Motor Finance (Netherlands) BV
Domestic Medium Term Note Programme. • Rebosis Property Fund Ltd and Nedbank Ltd, (as Guarantor) in connection with the update
“Their experience and acting through its Debt Capital Markets division by the Issuer of its ZAR 7 billion Domestic
• National Treasury and Department of Public track record stand out, as in connection with the establishment of the Medium Term Note Programme on the Interest
Enterprises in connection with the South Rebosis Property Fund Ltd ZAR 3 billion Rate Market of the JSE. We also advised the
does the quality of their
African Government Guarantee for the and the issuance of various notes under Issuer and Absa Corporate and Investment
obligations of Eskom Holdings Ltd under the individuals. The quality of the programme. Bank, a division of Absa Bank Ltd, in relation to
notes issued pursuant to the Eskom Holdings their work is exceptional its issue of ZAR 400 million Senior Unsecured
Ltd ZAR 65 billion Domestic Medium Term and they are good people Floating Rate Notes in addition to various other
Note Programme (including compliance with MANUFACTURERS issuances under the programme from time
to deal with.” – Client
the PFMA and Treasury Regulations). to time.
quoted by Chambers & • Mercedes-Benz South Africa Ltd, Daimler AG
• Nedbank Capital, Quartile Capital (Pty) Ltd Partners, 2017 (as Guarantor) and Rand Merchant Bank, a
and Investec Bank Ltd in connection with the division of FirstRand Bank Ltd, in connection
establishment of the Rand Water ZAR 5 billion
Domestic Medium Term Note Programme
10 11
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BOWMANS Debt Capital Markets
• Sappi Ltd and Sappi Papier Holding GmbH • Standard Bank of South Africa Ltd and Rand • FirstRand Bank Ltd in connection with the (as Dealer) in connection with the
in connection with the issue by Sappi Papier Merchant Bank in connection with the Mobile Freestone Finance Company (Pty) Ltd establishment of the First National Bank
Holding GmbH of EUR 250 million 6.625% Telephone Networks Holdings (Pty) Ltd ZAR 5 billion Commercial Mortgage Backed of Namibia Ltd ZAR 5 billion/ NAD 5 billion
Senior Secured Notes and USD 350 million ZAR 10 billion amended and restated Securitisation Programme and the issuing Note Programme and issuances of notes
6.625% Senior Secured Notes. Domestic Medium Term Note Programme and of notes under the Programme. under the programme listed on the
the issuance of notes under the programme. Namibian Stock Exchange and JSE Ltd.
• Sappi Ltd and Sappi Papier Holding GmbH • FirstRand Bank Ltd in connection with the
in connection with the issue by Sappi Papier OntheCards Investments Ltd ZAR 5 billion • IFC, in connection with the issuance and
Holding GmbH of USD 400 million 7.750% CONVERTIBLE BONDS EXPERIENCE Storecard Securitisation Programme and listing on the Namibian Stock Exchange (NSX)
Senior Secured Notes and USD 300 million the issuing of notes under the programme. by the Issuer of NAD 180 million 9.812% Fixed
6.625% Senior Secured Notes. • Barclays Bank plc, JP Morgan Securities Rate Notes under its Pan-African Domestic
plc and Nedbank Ltd in connection with • FirstRand Bank Ltd, acting through Medium Term Note Programme, in Namibia.
• Sappi Ltd in connection with the issue the issuance of ZAR 2 billion 7.25% Senior its London Branch, in connection with
by Sappi Papier Holding GMBH of Unsecured Convertible Registered Bonds the issuance by Turbo Finance plc of • Letshego Holdings Ltd in respect of the
EUR 350 million unconditionally guaranteed by Aveng Ltd. GBP 340 million Asset Backed Notes in restructuring of Letshego Financial Services
senior secured notes to be admitted to connection with the securitisation of motor (Namibia) Pty Ltd to Letshego Bank Namibia
the Official List of the Luxembourg Stock • Royal Bafokeng Platinum Ltd (as Issuer) vehicle financing receivables by FirstRand Ltd and the ancillary restructuring of the
Exchange and to trade on the Euro MTF of on the ZAR 1.2 billion unsecured, convertible, Bank Ltd. security arrangements pursuant to the
the Luxembourg Stock Exchange. The notes registered bond issue. security sharing structure under
are unconditionally guaranteed by Sappi Ltd their programme.
pursuant to the guarantee and will be issued • The managers in connection with the issue by CROSS-BORDER EXPERIENCE
on, and subject to, the terms and conditions Netcare of ZAR 1.7 billion convertible bonds. • Standard Bank Namibia Ltd (as the Issuer)
as set out in the offering memorandum and BOTSWANA and Standard Bank of South Africa Ltd, acting
endorsed on the notes. The initial purchasers • The managers in connection with the through its Corporate and Investment Banking
of the notes were Crédit Agricole Corporate issue by Steinhoff of EUR 390 million • Letshego Holdings Ltd in connection Division (as Arranger, Debt Sponsor and Initial
and Investment Bank, JP Morgan Securities convertible bonds. with the amendment and restatement of Dealer) in connection with the establishment
plc, UniCredit Bank AG, Citigroup Global Letshego Holdings Ltd ZAR 2.5 billion/ by the Issuer of Standard Bank Namibia Ltd
Markets Ltd, Erste Group Bank AG, KBC • The managers in connection with the issue by BWP 2.5 billion Medium Term Note ZAR 10 billion Note Programme on the
Bank NV, The Royal Bank of Scotland plc. Steinhoff of ZAR 1.6 billion convertible bonds. Programme on the Interest Rate Market of Interest Rate Market of the JSE Ltd.
the JSE and the Botswana Stock Exchange,
and various notes under the Programme.
TELECOMMUNICATIONS COMPANIES ASSET BACKED EXPERIENCE
NAMIBIA
• Cell C (Pty) Ltd in connection with its • Absa Bank Ltd connection with the
issuance of EUR 270 million 11% Senior establishment of the Asset Backed Arbitraged • Bank of Windhoek Ltd (as Issuer), Investec
Subordinated Notes. Securities (Pty) Ltd ZAR 15 million Domestic Bank Ltd (as Lead Arranger and Dealer),
Asset Backed Secured Note Programme PSG Capital (Pty) Ltd (as JSE Debt Sponsor),
• Cell C (Pty) Ltd in connection with issuance and the debut issue of notes under PSG Capital (Pty) Ltd (as Dealer) and PSG
of EUR 400 million 85/8 First Priority Senior the Programme. Wealth Management (Namibia) (Pty) Ltd
Secured Notes. (as NSX Debt Sponsor) in connection with
• FirstRand Bank Ltd and The Nitro the establishment of the Bank of Windhoek
• Deutsche Bank, BOFA Merrill Lynch, Rand Securitisation 4 Issuer Trust in connection Ltd ZAR 5 billion/ NAD 5 billion Note
Merchant Bank, Standard Bank and Standard with the issuance of ZAR 4 billion Asset Bank Programme and various issuances
Chartered Bank in respect of the Regulation notes in connection with the securitisation under the programme.
S/ Rule 144A USD 750 million 4.755% of motor vehicle financing receivables by
Guaranteed Notes issue by MTN (Mauritius) Wesbank, a division of FirstRand Bank Ltd. • First National Bank of Namibia Ltd (as Issuer),
Investments Ltd due 11 November 2024 and FirstRand Bank Ltd, acting through its Rand
listed on the Irish Stock Exchange. Merchant Bank division (as Debt Sponsor,
Dealer and Arranger and RMB Namibia Ltd
12 13
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BOWMANS
Key Contacts
ULRIKE NAUMANN
Head of General Finance
Johannesburg, South Africa
T: +27 11 669 9377
E: ulrike.naumann@bowmanslaw.com
CASPER VAN HEERDEN
Partner
Johannesburg, South Africa
T: +27 11 669 9354
E: casper.vanheerden@bowmanslaw.com
14
CONTENTS PAGE
Cape Town, South Africa
T: +27 21 480 7800
E: info-cpt@bowmanslaw.com
Dar es Salaam, Tanzania
T: +255 76 898 8640
E: info-tz@bowmanslaw.com
Durban, South Africa
T: +27 31 109 1150
E: info-dbn@bowmanslaw.com
Johannesburg, South Africa
T: +27 11 669 9000
E: info-jhb@bowmanslaw.com
Kampala, Uganda
T: +256 41 425 4540
E: info-ug@bowmanslaw.com
Lusaka, Zambia
T: +260 211 356 638
E: info-zb@bowmanslaw.com
Moka, Mauritius
T: +230 52 98 01 00
E: info-ma@bowmanslaw.com
Nairobi, Kenya
T: +254 20 289 9000
E: info-ke@bowmanslaw.com
Follow us on Twitter:
@Bowmans_Law
www.bowmanslaw.com
Alliance Firms:
Aman Assefa & Associates Law Office, Addis Ababa, Ethiopia
T: +251 11 470 2868
E: info@aaclo.com
Udo Udoma & Belo-Osagie, Lagos, Nigeria
T: +234 1 2774920-2, +234 1 2719811-3
E: uubo@uubo.org
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