Finance

‘Eminent firm well versed in the issues surrounding banking and finance law. Acts on complex and high-value transactions’ – Chambers and Partners, 2018

  • Overview
  • Significant Matters

Overview

The need for commercially sound legal advice is becoming increasingly critical in the emerging markets of Africa where governments and the private sector are fully focused on investments necessary to empower development.

We are recognised as the leading Finance Practice in Sub-Saharan Africa and a market-leader in innovation, efficiency, documentation standards and best practice. Our active presence in key African jurisdictions and deep relationships across the continent allow us to offer seamless cross-border solutions. These advantages also afford us an unrivaled understanding of the requirements for local and cross-border funding transactions.

The members of our integrated team specialise in complex domestic and cross-border finance transactions and have extensive knowledge of leveraged and acquisition finance, structured finance, capital markets, projects and infrastructure, real estate finance, trade and export finance, commodities finance, derivatives, securitisation, preference share finance, subordinated debt and insolvency and restructuring.

Our depth of expertise enables us to provide advice across the entire capital structure of a transaction (from working capital facilities to hedging; equity financing to mezzanine debt).

We have become the trusted advisers to many of the leading African and international  sponsors, alternative capital providers, corporate and investment banks, financial institutions, funds, venture capital providers, corporate borrowers, state-owned entities, regulatory bodies, governments and insolvency and business rescue practitioners.

Our specialist expertise include:

  • Acquisition finance
  • Asset finance
  • Commodities finance
  • Corporate finance
  • ECIC export credit finance
  • Leveraged finance
  • Mining and resource finance
  • Preference share funding
  • Real estate finance
  • Secured lending
  • Structured finance
  • Subordinated and mezzanine funding
  • Syndicated finance
  • Trade/ commodity finance
  • Venture capital

Significant Matters

  • We advised African Rainbow Minerals (ARM) on the restructure of the commercial financing arrangements with Glencore in respect of ARM Coal’s participation in the Glencore Participating Coal Business and the Goedgevonden Coal Mine.

  • We advised African Development Bank in relation to a USD 100 million line of credit to KCB Bank Kenya.

  • We advised Absa Bank (as lender) on its first ever cross-border import issuance letter of credit facility to the value of USD 35 million. The letter of credit was issued to the Lake Oil Group and allowed it to export oil from Tanzania. Other jurisdictions involved were Kenya, South Africa, Tanzania and the United Kingdom.

  • We advised Nedbank Corporate Investment Bank (as lender) on the granting of a USD 10 million pre-export uncommitted facility to Afrisian Ginning.

  • We advised Harmony Gold Mining Company (Harmony) on a broad-based black economic empowerment transaction in which Harmony will sell to a BEE SPV 3% of its shares in, and 3% of its loan claim against, Harmony Moab Khotsong Operations, the SPV through which Harmony acquired certain significant mining assets from AngloGold Ashanti. Harmony Gold made vendor financing available to the BEE SPV in order to fund the purchase of the loan claim. The transaction also included the creation of a community trust, as well as an employee stock ownership plan (ESOP).

  • We advised the Standard Bank of South Africa on the financing of the Trans Caledon Tunnel Authority (TCTA).

  • We advised on the complete restructure of The House of Busby’s capital structure and third party debt, thereby avoiding its liquidation and securing our clients’ investments. Busby holds the licences for, among others, Aldo, Forever New and Guess, and is therefore an important competitor in the South African retail fashion market.

  • We advised Swedfund International AB on a subordinated loan agreement between Victoria Commercial Bank as the borrower and Swedfund as the lender.

  • We advised Mashreqbank PSC, a Dubai-based privately owned investment bank, on a dual tranche loan facility to Stanbic Bank Kenya.

  • We advised AfriSam Group on the debt and equity restructure undertaken to optimise and simplify its capital structure.

  • We acted as local Kenyan counsel on the capacity and authority of G4S Seure Data Solutions as guarantor to a ZAR 350 million revolving credit facility and ZAR 250 million bullet facility made available to Metrofile by The Standard Bank of South Africa.

  • 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 advised the Government of Kenya (Office of the Attorney General) on a USD 2 billion sovereign bond listed on the London Stock Exchange.

  • We advised Harmony Gold Mining Company on its USD 300 million acquisition of the Moab Khotsong Mine, the Great Noligwa Mine and related infrastructure from AngloGold Ashanti. We were named  Energy and Natural Resources Team of the Year at the African Legal Awards in 2018 for this work.

  • We advised Investec Asset Management (in its capacity as lender) on a USD 35 million development and term loan facility made available to Autódromo-Gestão Imobiliária, S.A, for the first shopping mall in Mozambique situated in Maputo, called Baia Mall which is a mixed use development. Autódromo-Gestão Imobiliária, S.A. is a Mozambican company and portfolio company of Actis Africa Real Estate Fund 2 L.P.

  • We assisted Peermont Global Group in its raising of ZAR 5.3 billion of new debt and the associated recapitalisation and restructuring of the hospitality and gaming group.

  • We advised Branch International, a social-media linked mobile phone lending application, on borrowing facilities of up to USD 25 million from Victory Park Capital.

  • We advised the Standard Bank of South Africa, Citigroup Global Markets and Standard Chartered plc on the purchase of a potential high yield bond from, and provision of a term loan and revolving credit facility to, Liquid Telecommunications Holdings. The aggregate financing amounted to USD 750 million.

  • 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.

  • Ascot Diamonds, one of the world’s largest distributors of diamonds and precious stones on the ongoing financing and refinancing of its long standing diamond producers, Rockwell Resources RSA, one of South Africa’s largest alluvial diamond developers.

  • Wescoal Holdings Limited in relation to a specific issue of shares to a special purpose vehicle (BEE SPV), whose shareholders comprise a consortium of existing Wescoal shareholders.

  • We advised Sphere Investments (a highly performing investment company) on the acquisition of a stake in Consol Holdings by Sphere RMB JV, a wholly owned subsidiary of Sphere Investments.

  • We advised Gold One Group (G1) on the refinancing and upsizing of a USD 200 million margin loan facility provided by the Bank of America NA to G1, and secured by Sibanye Gold’s shares listed on the Johannesburg Stock Exchange. The loan was to enable G1 to subscribe and pay for further shares in Sibanye Gold under its rights issue.

  • We are involved in a ground-breaking and complex multi-stakeholder facilitation including Anglo American South Africa Ltd, AngloGold Ashanti Ltd, Harmony Gold Mining Company Ltd, Gold Fields Ltd, Sibanye Gold Ltd, and African Rainbow Minerals Ltd, seeking resolution to a class action, and to establish future legal frameworks which are fair to employees and that ensure the future sustainability of companies in the gold mining industry.

  • Bowmans advised Kenya Airways, listed on the Nairobi Securities Exchange, in relation to its USD 2.3 billion turnaround strategy and capital optimisation programme aimed at placing Kenya Airways on a sound financial platform given that it is an international airline and is the national flag carrier of Kenya.

  • Bowmans represented the underwriters, including Citigroup, HSBC, J.P. Morgan, Morgan Stanley and Rand Merchant Bank, as joint global coordinators on the USD 1 billion rights offering by Sibanye Gold Limited.  The rights offering was made on an SEC-registered basis, as well as in a public offering in South Africa.  This is the third-largest rights issue ever by a South African company and the largest ever acquisition-related capital raise in South Africa.

    Bowmans also represented the initial purchasers, led by Citigroup, HSBC and Barclays, as global coordinators on Sibanye’s USD 1.05 billion senior notes offering.  The senior notes were issued by Sibanye’s subsidiary Stillwater Mining Company, and guaranteed by Sibanye Gold Limited and certain other of its subsidiaries.  This is the largest ever South African corporate bond debut, as well as the largest ever private-sector corporate bond debut in Africa.

    The net proceeds of the rights offering and the senior notes offering will be used to refinance a bridge facility drawn to fund Sibanye’s acquisition of Stillwater Mining Company, a US-based platinum group metals (PGM) producer.

    Sibanye is an independent, South African domiciled mining group, which currently owns and operates gold and uranium operations and projects throughout the Witwatersrand Basin in South Africa, as well as PGM operations and projects in the J-M Reef in the United States, the Bushveld Igneous Complex in South Africa and the Great Dyke in Zimbabwe. 

    According to publicly available corporate information, Sibanye is the largest producer of gold in South Africa and is a top ten global producer of gold, and Sibanye’s PGM operations (which were acquired during 2016 and 2017), taken together, are the fourth largest producer of PGMs in the world, based on annual production at such operations in 2016. 

    Sibanye’s shares are listed on the JSE in South Africa, and its ADSs are listed on the New York Stock Exchange.

    The Bowmans team was led by partners Ezra Davids, Ryan Wessels and Casper van Heerden, and comprised associates Sibonelo Mduli, Mohammed Saib and Gabriela Andonova and candidate attorney, Katherine McLean.

  • Royal Bafokeng Platinum Limited and Royal Bafokeng Resources Pty Ltd on one of the largest commodities financing transactions of the year, in order to treble production at its new Styldrift mine.

  • Nedbank Limited , Absa Bank Limited, The Standard Bank of South Africa Limited (all acting through their respective Corporate and Investment Banking divisions), FirstRand Bank Limited (acting through its Rand Merchant Bank division) and Bank of China, Johannesburg Branch (collectively the Finance Parties) in connection with a ZAR6 Billion three year Revolving Facility Agreement between, the Finance Parties and Sibanye Gold Limited, Sibanye Rustenburg Platinum Mines Proprietary Limited and Aquarius Platinum (South Africa) Proprietary Limited (as Original Borrowers and Guarantors) and Rand Uranium Proprietary Limited (as Original Guarantor).

  • Eurasian Resources Group – Africa with project development and disputes relating to its prospecting rights. This includes advice on the ongoing:

    • Appeal and renewal of the Amari prospecting right (Bray project);
    • Appeal and renewal of the Amalahle Resources prospecting right;
    • Updates and impacts of legislative changes; and
    • Providing preliminary advice on a possible restructuring transaction.
  • Bowmans advised Kleoss Capital in relation to the acquisition of a minority stake in Real Foods (the owners of the KAUAI, NÜ Health Café and Kohu brands).

  • Bowmans advised the SPAR BBBEE Employee Trust and the SPAR BBBEE Retailer Employee Trust (the Trusts) in relation to the sale of approximately 7.4 million SPAR ordinary shares, on behalf of those beneficiaries of the Trusts who elected to sell their SPAR ordinary shares for cash, by way of an accelerated bookbuild offering.

  • Counsel to Kleoss Capital (specifically the Kleoss Fund I), a 100% black-owned South African private equity investment manager with a level 1 B-BBEE accreditation, in relation to its acquisition of a significant minority stake in Real Foods Proprietary Limited (owners of the KAUAI, NÜ Health Café and Kohu brands). Real Foods follows the global trend towards health and wellness, and aims to be a leader in shaping the South African natural food industry.

    Kleoss is said to be the type of equity partner who proactively engages with its investments and businesses at a board and strategy level, adding real value to the businesses in its portfolio. Real Foods describes Kleoss Capital as a “like-minded” partner with shared values of transparency, authenticity and entrepreneurial spirit.

  • Bowmans advised PPC in relation to its R4 billion rights offer and financial restructuring and in relation to the unwind of certain components of its 2008 B-BBEE transaction.

  • Advised Rio Tinto on the sale of its entire shareholding in Riversdale Holdings Proprietary Limited, which holds a 74% direct shareholding in Zululand Anthracite Colliery Proprietary Limited to Galaxy Investments B.V. This transaction was important to the Rio Tinto group to enable it to focus on other core aspects of its global business and to facilitate an exit in a responsible manner by selling to a purchaser committed to making significant investments to ensure the long term sustainability of the mine and associated employment. Galaxy fits such criteria as it falls within the larger Menar Holding Group which has experience in coal mining in South Africa through its interest in Canyon Coal.

  • Counsel to Abraaj, AfricInvest and Swedfund, and counsel to UAP Holdings Limited, in relation to the disposal by Abraaj, AfricInvest and Swedfund of shares in UAP Holdings Limited to Old Mutual; this was reported as the largest exit in East Africa in 2015.

  • Counsel to Alexander Forbes Group Holdings advising on the dual track M&A and IPO process, which resulted in Alexander Forbes Group Holdings listing on the JSE. This was the largest IPO in 2014. Alexander Forbes initially listed on the JSE in 1996 and returned to the Main Board after delisting in 2007 when the company was bought by a private equity consortium.