South Africa

South Africa’s peaceful political transition is known as one of the most remarkable political feats of the past century.




  • Cliffe Dekker Hofmeyr is representing Remgro, the leading South Africa-based investment holding company.  Our South Africa-based capital markets team is advising Remgro in relation to the merger of Distell, the leading South Africa-based global producer and retailer of a wide range of alcoholic spirits, with Heineken South Africa and Namibia Breweries (NBL).  We advised Remgro regarding certain aspects of the proposed transaction, and the voting and election options available to Remgro in its capacity as controlling shareholder of Distell.  Distell entered into an implementation agreement with Heineken; Newco, a South Africa-based subsidiary of Heineken; Namibia Breweries (NBL); and parties associated with NBL, in respect of a proposed transaction which comprises a scheme of arrangement to be proposed by the Distell board to the Distell shareholders.
  • Cliffe Dekker Hofmeyr is representing Mediclinic, the leading UK-based global private healthcare service group.  Our South Africa-based capital markets team is acting as South Africa legal adviser to Mediclinic in respect of the cash acquisition of Mediclinic from its minority shareholders by Manta Bidco, a newly-formed company owned by joint offerors, Remgro, through its relevant subsidiaries; and SAS Shipping Agencies Services, a wholly-owned subsidiary of MSC Mediterranean Shipping Company, to be effected by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006.  We advised on the relevant South African legal considerations such as the applicable provisions of the JSE listings requirements and Financial Markets Act No. 19 of 2012, competition law and exchange control implications.  This is a high-value deal, and Mediclinic is the third largest operator of hospitals in South Africa.  It also involves significant cross-border jurisdictional challenges.  Mediclinic is primarily listed on the London Stock Exchange with secondary listings on the JSE and Namibian Stock Exchange.
  • 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.  
  • Advised an ASX listed IOC on coal-bed methane technical co-operation permits and exploration rights in South Africa.
  • Advised on bunkering licenses and the supply of fuel oil, diesel oil, gas oil and blends by bunker barge as well as wholesale, site and retail licences in terms of the Petroleum Products Act.
  • Advised a Australian, ASX listed and South African based IOC on technical co-operation permit and exploration right applications for shale gas in the Karoo Basin, the scope of work including drafting of the applications and subsequently advising on the effects of Ministerial moratorium. 
  • Due diligence investigation on various gas supply and customer agreements and utilization of existing storage facilities and distribution pipelines by third party user agreements. 
  • Advisor on Project Ikhweza subsea infrastructure project which entailing drilling of additional wells in E-M gas field in Block 9, the installation of gas pipeline tie-in facility to the existing subsea infrastructure. 
  • Advised TSX listed IOC and its South African subsidiary on its shareholder funding structure for Brulpadda gas well in Block 11B/12B South Africa. Our scope of work including drafting the funding proposal for the well obligation cash call, review of the requisite agreements and terms of the proposed funding instruments and all enabling resolutions and providing all requisite advice and assistance required in relation to the implementation thereof including a steps plan-schedule for implementation; as well as drafting a legal opinion on the ownership implications arising from the proposed funding structure. We were also responsible for overseeing the completion activities on closing of the main transaction between our client and the JV partners. 
  • Advised to the national oil company of South Africa on its strategic partnership agreements with an oil co service provider for the development of new and existing F-A gas fields in Block 9, offshore South Africa. The project entailed de-risking gas field development costs associated with drilling of additional wells in Block 9, the installation of gas pipeline tie-in facilities to the existing subsea infrastructure to extend the lifespan of its flagship gas-to-liquids (GTL) refinery. 
  • Advisor on a liquified natural gas (LNG) project. Scope of advice including advice on various terminal configuration scenarios with base capacity and expansion capacity optionality, construction and operation of pipeline transmission facility, storage and regasification facilities as well as advice on construction and operation of gas pipeline distribution facility with takeoff points and potential linkage to the Lilly pipeline. Our scope also including identification of required NERSA registrations and licenses, NERSA tariff and pricing guidelines, environmental authorisations and consultations with relevant government stakeholders and regulatory bodies. 
  • Legal advisor on the Ibhubesi Gas Field Development Project. The Ibhubesi Gas Field located in Block 2A with independently certified gas reserves at 540 Bcf and the best estimate prospectivity of close to 8 Tcf of gas. Sunbird is the operator. 
  • Legal advisor to a TSX listed IOC on a dual sale to AIM listed and TSX listed IOCs which paved the way for the drilling of Gazania 1 well in South Africa.
  • Advised on the sales of participating interest in Block ODBW, Block 3B4B and Inshore Block 3B4B, scope of work including drafting and negotiating terms of the Farm-Out Agreement and Joint Operating Agreement, obtaining Ministerial consents and approvals and drafting Completion Agreements. 
  • Legal Advisor on the Kudu Gas Field Development Project advising on the dilution of interest by the NOC as well as the Project Development Agreement, the subsea EPIC Agreement and FPS Agreement as well as the Gas Sales and Transportation Agreements. The project scope entailed a Floating Production System (FPS) with gas processing facilities. The facilities comprised of subsea in-field flowlines with piggy-backed DEH system, dynamics risers, XTs, subsea controls, umbilical's, isolation valve skid, as well as the onshore reception facilities, including an isolation valve and temporary pigging capability and cross-border export pipelines. 
  • CDH was lead legal advisor to Eskom, in its role as buyer, National Transmission Company, distributor and system operator in the national roll-out of the Renewable Energy IPP Programme in South Africa, procured by the Department of Energy. This mandate is wide ranging and entails, inter alia, advising on the appropriate regulatory regime and inter-governmental issues, Power Purchase Agreements, Implementation Agreements, Independent Engineer Agreements, Connection Agreements, procurement of IPPs, technical issues and agreements on grid and system and respective renewable energy technologies (solar PV, CSP, wind, small hydro, biomass, biogas and landfill gas). This mandate also includes contract and claims management for Eskom's Single Buyer Office for the 94 renewable energy projects procured under the programme. As new projects are signed, this mandate is envisaged to eventually comprise 13,000 MW of projects.
  • CDH was lead legal advisor to Eskom in its role as Buyer, NTC, Distributor and System Operator in the South African Baseload Coal Baseload IPP Procurement Programme.
  • CDH was lead legal advisor to Eskom in its role as Buyer, NTC, Distributor and System Operator in the South African Co-generation IPP Procurement Programme
  • CDH assisted a leading global project developer in responding to a number of requests for proposals across various jurisdictions (Morocco, Ghana, Namibia, Mauritius, Egypt, South Africa and Zambia), including reviewing and advising on the proposed power purchase agreements, implementation agreements and connection agreements issued.
  • We acted for SAP regarding the application of several HR and employee policies in use in South Africa, Angola, Nigeria, Kenya, and Morocco.
  • We acted for Total regarding the application of several HR and employee policies in South Africa, Swaziland, Namibia, Botswana and Lesotho.

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