Our work

• We represented Retailability, a leading South Africa-based fashion retailer.  Our South Africa-based private equity team advised Retailability and its subsidiaries on the disposal to Pepkor Trading and its subsidiaries of 462 retail stores in South Africa, Botswana, Namibia, Lesotho and eSwatini. We assisted Retailability with negotiating the sale agreement, advising on the labour law implications and regulatory compliance in the various jurisdictions, and the fulfilling of the conditions precedent, including obtaining approvals from the competition authorities across all relevant jurisdictions. The final purchase price adjustments are complex and have necessitated the implementation of an escrow arrangement, with our team acting as escrow agent. 
• Cliffe Dekker Hofmeyr is representing PPC, a leading South Africa-based JSE-listed holding company for a group of companies which manufacture and distribute cement, lime and limestone products.  
  Our South Africa-based corporate/M&A team is advising PPC in respect of the disposal of its 51 per cent (358,641,960 ordinary shares) of the issued share capital of CIMERWA, which is listed on the Rwanda Stock Exchange, to National Cement Holding (NCH) for a purchase consideration equal to US$42.5 million, in terms of a sale of shares agreement. This matter has involved significant issues of intellectual property and beneficial ownership, requiring the parties and their advisers to work collaboratively to propose innovative solutions.  
• Cliffe Dekker Hofmeyr is advising Puma Energy Tanzania, a subsidiary of Puma Energy, the leading Switzerland-based global mid- and downstream oil company.  Our South Africa-based projects & energy team is advising on a matter relating to an agreement between Puma Energy and the Petroleum Bulk Procurement Agency of Tanzania (the Agency), which concluded an importation contract to import petroleum products into Tanzania.  
• Cliffe Dekker Hofmeyr represented Impact Oil and Gas Namibia, the leading Namibia-based oil and gas exploration company.  Our South Africa-based projects & energy team is advising Impact Oil and Gas Namibia in connection with an ultra-deep water oil field on Block 2913B, discovered offshore Namibia, by TotalEnergies. Preliminary reports suggest recoverable volumes above 3 billion BOE (barrel of oil equivalent) and TotalEnergies has invested US$300 million and two rigs in its exploration and appraisal programme to reduce time to market. Our work involved acting as transactional and legal advisers to Impact in respect of the sale of a 9.39 per cent participating interest in Block 2912 and a 10.5 per cent participating interest in Block 2913B to TotalEnergies EP Namibia.  We assisted with drafting the farm-out agreement, amendments to the joint operating agreement and documents required to obtain regulatory approvals.  
• CDH is representing Diaz Wind Power.  Our South Africa-based projects & energy team is advising DIAZ Wind Power as IPP counsel, on a 44MW photovoltaic power project selected as preferred bidder by Namibian Power Corporation, whereby AMEA Power will sell energy to Eskom.  
  Our work on this matter offers further clear proof of our position as go-to counsel for critical and market-shaping independent power producer projects within the Namibian renewable sector.  Here we further confirm the high-end skills we are able to offer clients in the energy sector, advising on all sides of complex projects such as this across South Africa.
• Cliffe Dekker Hofmeyr is representing Vutomi Energy, the leading South Africa-based energy company.  Our South Africa-based projects & energy team is advising Vutomi Energy on the development of a 1000MW gas power plant IPP project in the Nkomazi Special Economic Zone at Komatipoort.  This is a critical and market-shaping project, that has been approved as a strategic infrastructure project (SIP) that would seek to create a lesser dependence on the purchase of power from Eskom and would seek to reduce the current grid and power load constraints affecting South Africa at large, thereby ensuring greater energy stability and security for South Africa.  Our mandate has included advising Vutomi Energy in its negotiations with potential strategic equity partners including Azura, Pele Green Energy and ACWA Power.
• Cliffe Dekker Hofmeyr is representing RDC, a leading Botswana-based real estate company with a property portfolio in Botswana, South Africa, Zambia and Croatia.  Our South Africa-based capital markets team advised RDC on the Takeover Regulations as they apply to RDC's offer to acquire the issued linked units in PrimeTime Property Holdings by way of a general offer settled by a unit for unit consideration in the ratio of 0.68750 RDC Linked Units for every PrimeTime Linked Unit.  RDC Property Group and PrimeTime Property Holdings are both listed on the Botswana Stock Exchange. This transaction presented a number of complexities given that the listings requirements of the BSE apply the South African Takeover Regulations to certain transactions undertaken by BSE-listed issuers, such as RDC's takeover offer in respect of PrimeTime.  Accordingly, this transaction involved managing compliance across various legal regimes, comprising Botswana company law, BSE Listings Requirements and the South African Takeover Regulations.  
• Cliffe Dekker Hofmeyr is advising Sun International, a leading South Africa-based resort hotel and casino destination listed on the JSE.  Our South Africa-based commercial, corporate/M&A team is advising Sun International on its proposed ZAR 3.2 billion acquisition of Peermont Holdings, a leading hospitality and entertainment group which operates 11 properties located across South Africa and Botswana, in addition to an online sportsbook.  The deal was signed and announced in December 2023, and is now subject to regulatory approvals. The parties had previously engaged in a similar transaction in 2016/2017, which had failed after regulatory approvals could not be obtained timeously.  The intensive negotiations included agreeing the terms for a reorganisation of the complex Peermont group to facilitate the transaction.  The sellers comprise a wide variety of parties, including private equity funds managed by Golden Tree Asset Management, a global asset management fund; B-BBEE investors; community and charitable trusts; management; and other minority shareholders.  The transaction is funded entirely by debt.  This matter was shortlisted for DealMakers Deal of the Year 2023.
• Cliffe Dekker Hofmeyr is representing OMPE, a pan-African investment, savings, insurance, and banking group listed on the Johannesburg, Zimbabwe, Namibian and the Botswana Stock Exchanges. Our South Africa-based competition team is the on-going adviser to OMPE on a range of competition matters.  Over the review period, we have advised:
  • OPME and Holdsport management in the disposal of South Africa-based Holdsport Group, to global retailer, Frasers Group.  Holdsport operates across retail, wholesale, manufacturing, distribution, and e-commerce sectors across South Africa and Namibia.  We obtained South African competition approval (after the successful negotiation of public interest commitments) and currently await Namibian competition approval.
  • OMPE in its disposal of its investment in Chill and Inhle Beverages to an Alterra Capital Partners-led consortium.  The business’ key brands include Fitch & Leeds premium mixers, Score Energy and Chateau Del Rei sparkling wine.  We obtained merger approvals in South Africa and Botswana.  This deal was shortlisted for the Catalyst Private Equity Deal of the Year 2024 at the Ansarada Dealmakers Annual Awards.
  • OMPE and Sphere Investments on the unconditional merger approval of their acquisition from AECI of Much Asphalt, South Africa’s largest commercial manufacturer of asphalt and bituminous binders and emulsions.  
• Cliffe Dekker Hofmeyr is representing Constellation Software, a Canada-based global provider of software and services to public and private sector markets, operating in more than 100 countries across the world.  Our South Africa-based competition team obtained for Trapeze Software, a subsidiary of Volaris Group, ultimately controlled by Constellation Software and listed on the Toronto Stock Exchange, South African and eSwatini merger approval for Trapeze Software ULC’s acquisition of Britehouse Automotive.  Britehouse Automotive, a South Africa-based software development company, was wholly owned by Dimension Data Investments South Africa and formed part of the Japanese-based, NTT Group of companies and is a well-established software business with a leading position in the automotive sector.  In South Africa, the transaction gave rise to a significant dilution in ownership by previously disadvantaged persons which necessitated negotiations on public interest commitments.  We secured merger approval in South Africa and eSwatini.
• Cliffe Dekker Hofmeyr is representing GGBC, a subsidiary of Glencore, the leading Switzerland-based global commodity and mining company.  Our South Africa-based dispute resolution team is assisting GGBC with defending a claim relating to the alleged infringement of the claimant's intellectual property, along with unlawful competition allegations and restraint of trade claims against certain employees of GGBC. 

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.