Our work

• Cliffe Dekker Hofmeyr represented Vodacom, the leading South Africa-based mobile communications company; and Vodacom Tanzania, the leading Tanzania-based telecoms company listed on the Dar es Salaam Stock Exchange, and a subsidiary of Vodacom Group.  Our South Africa-based commercial, corporate/M&A team advised Vodacom on the transfer of all of its passive tower telecommunications equipment and associated land use rights to its wholly-owned subsidiary, Vodacom Tower Company (TowerCo), for further shares in TowerCo.  This involved a comprehensive legal due diligence process to ascertain Vodacom's right to transfer the assets; extensive opinions relating to the regulatory environment; and advice on the transfer process itself.  We reviewed 25,000-plus right of access agreements in relation to issues such as assignment and the co-location rights of other mobile network operators.  The assets were transferred by way of a disposal agreement, and scheduled to occur in tranches, subject to various consents from underlying landlords.  The separation of Vodacom’s tower portfolio into a standalone tower company was part of a novel strategy to optimise assets.  
• Cliffe Dekker Hofmeyr represented ENGIE, the leading France-based global utility company.  Our South Africa-based commercial, corporate/M&A team advised ENGIE in connection with its acquisition of the South African group and operations of BTE Group.  We acted as local counsel to Cleary Gottlieb Steen & Hamilton.  As BTE Group operates projects and subsidiaries predominantly in South Africa, we were heavily involved in every aspect of the transaction.  The matter involved a competitive bidding process which progressed over the course of an extended period of time, leading to the selection of ENGIE as the preferred bidder.  ENGIE partnered with Meridiam as buyers in the transaction, with Meridiam acquiring the Kenya assets owned by the BTE Group and ENGIE is acquiring the South African assets.  The transaction was structured as one seamless, indivisible transaction, though we had to effectively settle two separate sales.  Once appointed as preferred bidder, negotiations between ENGIE and Actis/Meridiam were particularly complex due to the deterioration in the exchange rate in South Africa over the extremely lengthy period over which negotiations were held.  The transaction was also implemented to ensure that both sales became unconditional and implementable before the main transaction between ENGIE and Actis was closed, so that the two sales could be implemented on the same day.  The transaction involved multiple consents from third parties, as well as multiple regulatory approvals such as COMESA, Competition Tribunal approval in South Africa.
• Cliffe Dekker Hofmeyr represented RMBV; and Bopa Moruo, the leading South Africa-based private equity investors.  Our South Africa-based commercial, corporate/M&A team advised RMBV and Bopa Moruo on acquiring an effective 30 per cent stake in Aurex Constructors, a leading industrial solutions provider in the energy sector.  The transaction aims to maintain Aurex Group’s B-BBEE credentials, which is crucial for its business.  The deal involved restructuring Aurex Group, to enable our clients’ acquisition, while maintaining Aurex Group’s level of management shareholding in the business.  Our team drafted all transaction agreements; conducted a legal due diligence into Aurex Group; managed the entire implementation process; and advised on tax implications.  Our clients’ injection of cash funding into Aurex Group required considering valuation mechanisms in the transaction agreements to cater for variables linked to the closing date of the transactions.  The transaction was implemented within very short timeframes, as maintaining its B-BBEE credentials was urgent for Aurex Group.  We also advised RMBV and Bopa Moruo on their acquisition of a controlling interest of 60 per cent in ICON Oncology Holdings (ICON Holdings) from OP Services Holdings (Oppenheimer Partners).  The sale is structured as a direct acquisition from OP, a management incentive trust of 56 per cent of the shares in ICON Holdings and an acquisition of 100 per cent of the shares in a 4 per cent shareholder in ICON Holdings.  As part of the transaction, RMBV and Bopa Moruo facilitated a reinvestment by members of ICON Oncology’s management team, following certain post-implementation transaction steps.  We are also advising on an on-going basis regarding further restructuring of ICON Group, to facilitate meaningful investment by oncologists and doctors in ICON Group, that caters for investment returns and incentivisation.  We conducted a full-scale due diligence into ICON Group; negotiated and settled the sale agreement between, among others, OP, RMBV and Bopa Moruo; and represented the parties in submitting the merger filing for the transaction.  
• We represented Metier, the pan-African private equity fund; and Africa REN Energy, the joint venture between Metier and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden (FMO).  Our South Africa-based corporate/M&A team is advising Metier and Africa Ren Energy on a transaction whereby they invested in Africa REN, which specialises in developing clean energy and resource-efficient infrastructure projects in Sub-Saharan Africa, making it a key player in the development of infrastructure and renewable energy resources across the African continent.  The transaction was constituted by three investments, the formation of Africa REN Energy for the purposes of acquiring certain underlying renewable energy projects (including a 25MW photovoltaic power plant in Bokhol, Senegal) (AssetCo); an investment by AssetCo into Africa REN Operations, a Senegalese company established to provide on-going construction and operation asset management services to projects (OpCo); and an investment by Metier into Société de Développement Des Energies Renouvables, a French company established to undertake project origination and development activities (DevCo). Cliffe Dekker Hofmeyr represented Public Investment Corporation.  Our South Africa-based banking & finance team advised Public Investment Corporation on its financing to Africa Finance Corporation (AFC), a multi-lateral development finance institution which specialises in financing and development on infrastructure projects across the African continent.  AFC's purpose is to provide financing solutions in efforts to address the shortfall in infrastructure projects, particularly in the power, transportation infrastructure, heavy industries, oil, gas and other natural resources and telecoms sectors.  Public Investment Corporation provided equity funding of US$100 million.  The funding is to be used to finance infrastructure and industrial projects across the African continent.  AFC's investment footprint spans 35 countries across Africa and a pipeline of projects that blend positive social and environmental impact with superior risk-adjusted returns.  AFC's A3 investment-grade from Moody's enables beneficial access to global capital markets and underscores the confidence of Africa's decision makers in AFC's role as a key institution for sustainable economic development.  This deal was complex in that the Public Investment Corporation became the first pension fund to invest in AFC without South Africa being a member state for the AFC.  This transaction will unlock a number of infrastructure projects in the African continent and create over 10,000 permanent jobs across the African continent.  
• We obtained a favourable outcome for AlphaMundi in the funding of Twiga Holdings.  Our team also represented AlphaJiri Investment Fund, the leading Mauritius-based investment fund, through AlphaMundi Investment Fund, its Kenyan subsidiary.  We advised this client on three transactions in two months.  We undertook a high-level due diligence in respect of subsidiaries in Rwanda, Uganda and Kenya, and drafted and negotiated a US$ multi-million simple agreement for future equity (SAFE) investment in Ampersand, a leading US-based integrated transport energy solution provider in Africa; negotiated a debenture, promissory note and guarantee in respect of a US$ multi-million investments into Ilara Health, a healthcare network providing diagnostic tools to improve medical care in Sub-Saharan Africa; and drafted a convertible loan agreement in respect of Amped, which delivers world-class appliances to off-grid customers in Sub-Saharan Africa.  We undertook a high-level due diligence for each of these matters.  The transactions involved working across multiple jurisdictions and coordinating due diligences, while negotiating transaction documentation, to complete each transaction before the end of the financial year. 
• Kieti Law (CDH) is representing Koko Networks, the leading Kenya-based company which builds technology for life in the world's fastest-growing cities and operates within the clean energy, climate, media and retail sectors.  Our Kenya-based intellectual property team is advising Koko Networks on the clearance, filing and prosecution of its trade mark applications.  We are also offering transactional advice around the assignment and licensing back of licensing of the trade marks between the client's Mauritius-based holding company and its subsidiary company in Kenya.  That we are so often called upon for advice in connection with trade mark filings as well as prosecutions, for clients across sectors in Kenya, is a further clear confirmation of the high regard in which our counsel is held in this field in an advisory context.  This is a key combination of skills for clients and a source of high-end work flows for our firm.
• Cliffe Dekker Hofmeyr (Kenya) represented Investisseurs & Partenaires, the leading France-based impact investment group entirely dedicated to financing and supporting SMEs; and Novastar Ventures Africa Fund II, the leading venture capital firm which aims to design and execute innovative business models which serve the common good, generate returns and transform entire sectors.  Our Kenya-based fintech team advised Investisseurs & Partenaires and Novastar Ventures Africa Fund II on their respective investment into Fortem Holdings, the leading Mauritius-based based company.  Our work included drafting and negotiating the transaction documents including a share subscription agreement, shareholder's agreement, deed of adherence, convertible bond agreement and escrow agreement.  Our team also acted for Investisseurs & Partenaires on its investment into Umutanguha Finance Company (UFC), the leading Rwanda-based finance company.  Our work included carrying out a legal due diligence and managing and overseeing the process, which involved managing the information request list between UFC, managing the virtual data room, drafting status reports and drafting a due diligence report.  
• Cliffe Dekker Hofmeyr (Kenya) represented AlphaJiri Investment Fund, the leading Mauritius based investment fund which provides debt, mezzanine and equity finance to fuel growth of impact ventures in the sustainable food and renewable energy sectors, through its subsidiary in Kenya Alpha Mundi Investment Fund.  Our Kenya-based corporate/M&A team advised this client on three transactions over the space of two months.  We undertook a high-level due diligence in respect of subsidiaries in Rwanda, Uganda and Kenya, and drafted and negotiated a US$ multi-million simple agreement for future equity (SAFE) investment in Ampersand, a leading US-based integrated electric motorcycle and transport energy solution provider in Africa; undertook a high-level due diligence and negotiated a debenture, promissory note and guarantee in respect of a US$ multi-million investments into Ilara Health, a network of small healthcare providing lifesaving and essential diagnostic tools to improve the quality of medical care in Sub-Saharan Africa; and undertook a high-level due diligence and drafted a convertible loan agreement in respect of Amped, a company delivering world-class appliances to off-grid customers in Sub-Saharan Africa.  The transactions involved working across multiple jurisdictions and coordinating the due diligences while starting to negotiate the transaction documentation so as to complete the transaction before the end of the client's financial year.  

Africa Corporate Guide

This guide covers common questions relating to the process of incorporating and setting up in various African jurisdictions.

Many of our clients are looking to expand their African footprint.

Therefore it is incumbent on us to understand the nuances, intricacies and ultimately the legal requirements of setting up in each of the countries in Africa. The purpose of this guide is to simplify the position in relation to incorporation and setting up in various African jurisdictions and to provide our clients with an overview of their obligations in relation to this.

Click here to read the Guide.