Commercial Property

‘Recognised and established practice group showcasing proficiency in high-value commercial real estate. Significant experience acting for banks and other financial institutions on the financing and refinancing of property and developments, with further experience advising on sales and acquisitions. Also sought out for its counsel on retail and residential development projects.’  – Chambers and Partners, 2021

  • Overview
  • Significant Matters

Overview

Our Commercial Property Practice is at the forefront of real estate acquisition, development and finance across the length and breadth of the African continent and successfully safeguards the interests of all industry roles players, whether they be developers, landlords, lenders, property funds or tenants.

Our team comprises a dynamic group of talented real estate legal practitioners situated in our various offices across the African continent.

Our geographical reach and our knowledge of the real estate industry throughout Africa, enable us to provide hands-on legal solutions across a wide array of multi-jurisdictional transactions, ensuring seamless collaboration and solutions to even the most complex of projects.

Our imperative is to provide industry role players with practical and cost-effective counsel throughout the property ’life cycle’, from structuring, acquisition, development, tenanting and financing, through to eventual disposal, drawing on the collective experience of some of Africa’s finest real estate legal practitioners.

Structuring and planning

Behind every successful real estate acquisition or development lies careful planning and structuring. The haste to acquire and build can often result in the omission of the crucial preliminary structuring and planning stage.
We recognise the pivotal role which careful structuring and planning plays in every successful real estate venture and offer the full spectrum of expert advice required at the outset of every real estate venture.

Acquisitions and disposals

The acquisition of real estate by a purchaser very often represents a fundamental implementation step in a real estate venture’s life cycle. Conversely, for a seller, the disposal of real estate represents the final chapter in the seller’s real estate venture in respect of that property. Both seller and purchaser have important interests which require safeguarding. We ensure that the interests of our principal (whether the seller or the purchaser) are protected in a practical and solutions orientated manner.

Development

The development of real estate represents the phase, in the life cycle of a real estate venture that poses the greatest risk to developers. Successful real estate developments need to be implemented according to timetables (which are often tight) and budgets (which often have small margins). Our acclaimed development experts have successfully assisted developers in launching multiple developments on time and within budget.

Financing

Without finance, there can be no successful acquisition or development of real estate. Real estate financiers are crucial role players in the life cycle of real estate assets and are invested in ensuring the successful implementation of real estate ventures. We represent most of the leading real estate financiers across Africa and ensure that their interests are safeguarded when providing acquisition, development, term or restructuring finance to real estate investors, developers or real estate funds. We provide an integrated, end-to-end service. Our involvement commences with negotiating and preparing deal and term sheets and continues through drafting and settling the full suite of loan and security documentation, auditing underlying sale and lease agreements relevant to the venture being financed, attending to the registration of all registrable securities (whether notarial or mortgage bonds) and monitoring the fulfilment of advance pre-conditions. We also represent the interests of borrowers seeking acquisition, development, term or restructure finance and guide them through the negotiation and execution of the applicable financing and security documents in a way that they can commit with full knowledge of the liabilities they are assuming.

Leasing

For developers and landlords, leasing real estate represents a crucial phase in realising these assets’ potential. It often forms the basis upon which real estate ventures will be financed. Ensuring the integrity of lease agreements concluded with anchor tenants or tenants otherwise identified as being critical to the viability of a real estate venture is central to the role which we play in representing the interests of landlords and developers in leasing real estate. We represent the interests of many of the most influential property funds and developers across the African continent throughout the leasing process. We also represent the interests of numerous retailers across Africa in ensuring that their interests, as tenants, and the specific needs of their businesses, are safeguarded in the lease negotiation and preparation process.

Litigation

The real estate life cycle unfortunately often includes the need for dispute resolution services. A fact of life is that disputes over real estate and between parties to real estate acquisitions, disposals, developments, leases and financing transactions arise from time to time. Our real estate experts work with our specialist dispute resolution lawyers to offer a cost-effective, practical and solutions-based dispute resolution service in respect of real estate disputes.

‘Esteemed real estate department equipped to support infrastructure, office, retail, hotel and residential developers across the full gamut of real estate law. Possesses expertise in compulsory land purchases and special economic zones, as well as handling high-value asset transactions, notably in the retail sector. Frequently negotiates commercial leases and demonstrates specialism in construction disputes and conservancy.’

‘Interviewees praise the firm’s “quality of output,” adding that its “communication is clear and they are output-oriented.”‘ – Chambers and Partners, 2021

‘Very good communication, timely and friendly. The team is well-versed with the property industry and prevailing legal practices’

‘Bowmans is simply first class. Their legal knowledge is superb and I was extremely pleased with the legal services they provided.’

‘You can always see that the team wants to give you the best professional advice and goes an extra mile to liaise with other departments and entities to protect and serve you as the client. It is an easy team to talk to, always available to answer queries and delivers the work within the timelines they have set.’ – Legal 500, 2020

‘Interviewees are quick to highlight the team’s “professionalism, knowledge and broad suite of services.  Clients rely on the team’s abilities during property transactions: “They are our trusted advisers in every aspect of each transaction.”‘

‘one of the top teams in the Kenyan market, excellent client relations and strategic thinkers.’

‘They’re accessible and very approachable. You’re always in very, very good hands.’ – Chambers and Partners, 2019

‘responsive and attentive to detail’

‘great to work with’

‘professional and willing to drop everything and assist if required.’ – Legal 500, 2019

‘Has a strong team of experienced lawyers capable of tackling complex… real estate matters.’ – Chambers and Partners, 2018

Significant Matters

  • We advised Royal Bafokeng Platinum Mine on its acquisition of a concentrator plant and related surface rights (including the water and power allocations) in respect of the immovable property owned by Maseve Investments 11 Pty (Maseve) which may be required by RBPlat to access and operate the plant and access to tailings infrastructure, for a consideration equal to the ZAR equivalent of USD 58 million, and the acquisition of 100% of the shares in and shareholder claims owing by Maseve for a consideration equal to the ZAR equivalent of USD 12 million.

  • We assisted Kgalagadi Pipeline JV (a consortium in which Group Five Construction is the lead party) in defending interdict proceedings against the implementation of a contract awarded to the consortium by Sedibeng Water, a regional water utility based in the Northern Cape. The interdict proceedings sought to halt the implementation of a ZAR 1.2 billion contract to install a water pipeline in a remote area of the Northern Cape. Judicial review proceedings were subsequently launched, also on an urgent basis, which sought to set aside the award of the tender on various grounds provided for in the Promotion of Administrative Justice Act, 2000. We were successful in opposing these judicial review proceedings and recovered significant costs in favour of our client.

  • Bowmans provided advice and preparing a construction contract based on the FIDIC Suite of Contracts specifically the Yellow Book with regard to “Avana”, a development located in Nairobi comprising of a ten floor residential building that has been designed to consist of 80 apartments and 4 penthouses.

  • We advised GrowthPoint Properties (the issuer) on the issuances of ZAR 300 million senior unsecured floating rate notes due 9 March 2023 (GRT24G), ZAR 240 million senior unsecured floating rate notes due 9 March 2025 (GRT25G), and ZAR 560 million senior unsecured floating rate notes due 9 March 2028 (GRT26G), under its ZAR 20 billion domestic medium term note programme.

  • Advising Hospitality Property Fund Limited (as Issuer), the various obligors and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as Manager) on the ZAR 600 million issuance of Senior Secured Floating Rate Notes due 31 March 2023.

  • Hospitality Property Fund Limited (a company listed on the Main Board and Interest Rate Market of the JSE Limited) and a specialised Real Estate Investment Trust (“REIT”) investing solely in the hospitality and leisure sectors, and its property holding subsidiaries in relation to: (i) the amendment and restatement of the Hospitality Property Fund Limited Domestic Medium Term Note Programme by, inter alia, increasing the programme size from ZAR 2 billion to ZAR5 billion and (ii) the restructure of the Hospitality group’s existing security structure.

  • We helped Stanbic Bank and The Standard Bank of South Africa to perfect securities for finance facilities advanced to Two Rivers Development in the amount of KES 1.58 billion and USD 14.5 million respectively.

  • Bowmans advised General Motors South Africa in relation to the disposal of its Isuzu business to Isuzu Trucks South African and related matters.

  • Bowmans advised a large international hotel chain in relation to its arrangements with a local Kenyan entity on its possible establishment of operations in Nairobi.  We advised on the due diligence on the land on which the hotel will be developed and various corporate and commercial matters, including the transaction documents for the commercial arrangements between our client and the local Kenyan entity.

  • Counsel to OMP Africa Investment Company Proprietary Limited in respect of its $ 62.5 million (KES6.4 billion) investment in the Two Rivers Mall in Kenya. The investment comprised of an acquisition of shares and loan funding. Two Rivers Lifesyle Centre Limited is in the process of constructing, developing and leasing out space in the Two Rivers Mall in the Northern side of Nairobi. The Two Rivers Mall, once completed, is said to be the biggest mall in East and Central Africa with a capacity of approximately 62,000 square metres. OMP Africa Investment Company Proprietary Limited is a subsidiary of the Old Mutual Group, and serves as the group’s property holding company across Africa.