South Africa

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

Experience

Cliffe Dekker Hofmeyr (Kenya) represented Bataleur Investments, the leading South Africa-based fund manager. Our Kenya-based corporate/M&A team advised Bataleur Investments on the acquisition of its shareholding in Morgan Air & Seafreight Logistics Kenya and Morgan Cargo by Kuehne + Nagel. This transaction involved the acquisition of 100 per cent of the shares in Morgan Air & Seafreight by Kuehne + Nagel. This resulted in Kuehne + Nagel being the sole shareholder of Morgan Air & Seafreight Kenya. A similar transaction was also conducted with Kuehne + Nagel UK in relation to Bataleur Investments’ shares in Morgan Cargo (UK). In this respect, our team was involved in drafting board and shareholder resolutions, creation of new Class B shares, reviewing and negotiating share purchase agreements, and ensuring completion of the transactions for both the Kenya and UK entities. The transaction involved working across Kenya and UK entities on drafting and reviewing transaction documents and ensuring that the conditions precedent to the transaction were fulfilled and completion took place. This transaction required the creation of class B shares to make Bataleur Investments the beneficial owner of 51 per cent of the ordinary shares and 49 per cent of the new class B shares in Morgan Air & Seafreight and Morgan Cargo. Our work also involved reviewing and negotiating the share purchase agreement; and attending to the completion of the transaction for both Kenya and UK entities. This matter was particularly challenging as it required coordinating various teams to manage aspects of the transaction in each relevant jurisdiction individually; and to oversee the fulfilment of all the conditions precedent and the completion of the transaction. Here we demonstrate the depth of our expertise advising on complex multijurisdictional M&A deals across a wide range of industries in Africa. This is a key area of expertise for clients and a source of strong work flows for the firm. We worked across the table from a Tier One-ranked firm here.
Cliffe Dekker Hofmeyr is representing the DoT. Our South Africa-based shipping & transport was appointed by the DoT to undertake a pivotal project aimed at assisting with the drafting of Regulations as per the Airports Company Amendment Act No. 17 of 2020 and the Air Traffic and Navigation Services Company Amendment Act No. 18 of 2020, and evaluating the existing economic model while conducting a benchmarking exercise against global best practices. Our team is responsible for developing comprehensive regulations that will guide the operations and governance of South Africa’s airports and air traffic services. This involves a detailed analysis of existing legislative frameworks, stakeholder consultations, and the formulation of regulations that ensure compliance, efficiency, and safety in the aviation sector. In addition, we have been tasked with evaluating the current economic model governing South Africa's aviation sector. This includes conducting a thorough benchmarking exercise against global best practices to ensure that the proposed regulatory framework meets local needs and aligns with international standards. This aspect of the project involves an in-depth review of economic principles, tariff structures, and financial models to recommend sustainable and competitive practices for the industry. Our approach involves extensive stakeholder consultations, engaging with regulatory bodies, airline associations, consumer groups, and environmental organisations to gather diverse insights and feedback. This input informs the comprehensive Stakeholder Report, as well as an Economic Report which includes an assessment of the current economic regulatory framework and benchmarks against international best practices. Our successful execution of this project will have a significant impact on the South African aviation industry, ensuring that the regulatory framework is robust, transparent, and aligned with global standards. This will enhance the operational efficiency and safety of the sector and foster a competitive and sustainable economic environment. This is clearly the caseload of a market-leading team.
Cliffe Dekker Hofmeyr is representing Komatsu South Africa, the leading south Africa-based player in the transport sector, specialising in providing cutting-edge solutions for mining and construction industries. As the country's leading subsidiary of Komatsu, a global leader in heavy machinery (yellow equipment), Komatsu South Africa's operations are critical to the region's economic growth and development. Our South Africa-based shipping & transport team is a key adviser to Komatsu South Africa. Here we highlight how our deep understanding of the transport sector, coupled with our expertise in corporate and commercial law, makes us the preferred legal partner for major clients such as Komatsu South Africa.
Cliffe Dekker Hofmeyr is representing Newcastle Energy, the leading Australia-based speciality trade contractors. Our South Africa-based projects & infrastructure team is advising Newcastle Energy, as IPP counsel, on a 300MW embedded generation gas power project whereby Newcastle Energy will sell energy to Eskom. Our work on this matter offers clear proof of our position as go-to counsel for critical and market-shaping independent power producer projects, which play a key role in ensuring greater energy stability and security for South Africa.
Cliffe Dekker Hofmeyr is representing FATA EPC, the leading Italy-based global company which operates in the field of plant engineering, procurement and construction. Our South Africa-based projects & infrastructure team is advising FATA as EPC counsel in respect of a renewable private sector IPP project being developed by Pele Green in South Africa, and also as corporate counsel in respect of the establishment of a South African entity and a joint venture with a local South African partner. This is a critical and market-shaping project as it will be one of a handful of pioneering private sector independent power producer projects that would seek to create a lesser dependence on the purchase of power from Eskom (see above) 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. 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 AMEA Power, the leading UAE-based renewable energy company. Our South Africa-based projects & infrastructure team is advising AMEA Power and the project company on the 120MW Doornhoek Solar PV Project, as sponsor/developer’s counsel. Doornhoek was appointed as a preferred bidder in Round 6 of the REIPPP Programme and achieved financial close in end May 2024. We coordinated all legal workstreams for the financial close of the project, including environmental, regulatory and licensing, land, financing and equity, as well as construction and operation. This requires a dedicated legal team and a hands-on approach to ensure no slippages in the timelines. We also prepared and/or negotiated the legal agreements required to bring the project together, including all land agreements, equity agreements, and more. This is another example of a critical, market-shaping REIPPP project, ensuring energy stability and security for South Africa. Our team is also advising AMEA Power on the acquisition of various projects in South Africa to be bid in future rounds of REIPPP and BESCIPP. Our work on these matters offers further clear proof of our position as go-to counsel for critical and market-shaping independent power producer projects, which play a key role in ensuring greater energy stability and security for South Africa. These are exactly the kind of high-profile mandates for which clients regularly turn to market-leading counsel in this field. Our team is further advising AMEA Power on a landmark transaction with GreenCo, a private energy trader and member of the Southern African Power Pool (SAPP), for the energy offtake from the 85MW solar PV power plant. Our work on these matters offers further clear proof of our position as go-to counsel for critical and market-shaping independent power producer projects, as well as landmark transactions, which play a key role in ensuring greater energy stability and security for South Africa. These are exactly the kind of high-profile mandates for which clients turn to market-leading counsel in this field.
Cliffe Dekker Hofmeyr represented Anglo American, the leading UK-based global mining company. Our South Africa-based projects & infrastructure team advised Anglo American, a shareholder and joint venture member together with EDF Renewable, in Envusa Energy a special purpose vehicle incorporated for the 280MW Umsobomvu and Hartebeestboek wind projects whereby the energy generated to from the facility will be sold to the Anglo American mining operations in South Africa. Our department was appointed by the Anglo American to advise it on for the engineering, procurement and construction balance of plant contracts, turbine supply and installation contract and all related contracts. These two projects form part of Anglo American's 2040 carbon neutral operations commitment and the Koruson 2 cluster, with a total electricity generation capacity of 520 MW. The Umsobomvu project is part of the first wave of projects to reach commercial and financial close, under the Envusa Energy joint venture. Our team also advised Anglo American, a shareholder and joint venture member together with EDF Renewable, in Envusa Energy, a special purpose vehicle incorporated for the 240MW Mooi Plaats solar photovoltaic project whereby the energy generated from the facility will be wheeled and sold to Anglo American mining operations in South Africa. Our department was appointed by the Anglo American to advise it on for the engineering, procurement and construction balance of plant contracts and the initial operations and maintenance term contract and all related contracts. The Mooi Plaats project forms part of Anglo American's 2040 carbon neutral operations commitment and the Koruson 2 cluster, with a total electricity generation capacity of 520 MW. The Umsobomvu project is part of the first wave of projects to reach commercial and financial close, under the Envusa Energy joint venture. In addition our team advised Anglo American, a shareholder and joint venture member together with EDF Renewable, in Envusa Energy constructing two wind and one solar photovoltaic projects within South Africa totalling 540MW to be connected to the new Koruson 400kV Main Transmission Substation (MTS). This is clearly the high-end, repeat caseload of a market-leading projects & energy team.
Cliffe Dekker Hofmeyr represented Impact Oil and Gas Namibia, the leading Namibia-based oil and gas exploration company. Our South Africa-based projects & infrastructure 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, in February 2022. Preliminary reports suggest recoverable volumes above 3 billion BOE (barrel of oil equivalent). 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. That we were chosen to advise on this matter is a clear endorsement of the market-leading transactional capabilities we are able to offer to clients in the oil & gas space in South Africa and in a cross-border context.
Cliffe Dekker Hofmeyr represented Africa Oil, the leading Canada-based oil and gas exploration company; Ricocure, the South Africa-based offshore subsidiary of Dubai-based Azimuth Capital; and Eco (Atlantic) Oil and Gas, the leading Canada-based global oil and gas exploration company. Our South Africa-based projects & infrastructure team advised Africa Oil, Ricocure and Eco (Atlantic) Oil and Gas on a deal which entailed the sale of a combined 57 per cent participating interest in the exploration right referenced 12/3/339 commonly known as block 3B4B from Eco (Atlantic) Oil and Gas, Ricocure and Africa Oil to each of TotalEnergies and QatarEnergy. Our team acted as transactional and legal advisors to the sellers, Eco Atlantic, Africa Oil, and Ricocure on their joint sale on Block 3B4B in South Africa to TotalEnergies and QatarEnergy (purchasers). The transaction entailed a strategic farm-down to the purchasers in relation to Block 3B/4B located offshore South Africa. Following completion of the transaction, TotalEnergies will hold a 33 per cent participating interest in Block 3B/4B and assume operatorship, while QatarEnergy will hold 24 per cent, Africa Oil 17 per cent, Ricocure 19.75 per cent and Azinam 6.25 per cent. Block 3B4B sits 200 km off the western coast of South Africa. It is located within the prolific Orange Basin with the Venus discovery in this Basin situated in Namibia off the southern coast. We drafted and negotiated the farm-out agreement, amendments to the Joint Operating Agreement as well as the documents required to obtain regulatory approvals. This is exactly the kind of landmark oil & gas transaction for which clients turn to market-leading counsel in this field in South Africa and cross-border.
Cliffe Dekker Hofmeyr represented Eco Orinduik Oil and Gas, the Guyana-based oil & gas project in the Guyana-basin. Our South Africa-based projects & infrastructure team is advising Eco Orinduik Oil and Gas. This project relates to hydrocarbon exploration assets held in Guyana in South America. Our client appointed our firm as their transactional and legal advisers in respect of their acquisition of 100 per cent share capital in Tullow Guyana from the Tullow Group. The transaction entailed drafting and negotiating of a sale purchase agreement. Here we demonstrate the broad geographical reach of the work handled by our team, as trusted legal and strategic advisers to clients for oil & gas projects taking place in a global, cross-border context.
Cliffe Dekker Hofmeyr is representing NAMCOR, the Namibian-based national oil company. Our South Africa-based projects & infrastructure team advised NAMCOR on the acquisition of oil producing assets in Angola from Sonangol Pesquisa E Produção. This was achieved through the incorporation of a UK SPV, Sungara Energies (Sungara) which in turn entered into an agreement with Sonangol to purchase a 10 per cent participating interest in Block 15/06, 40 per cent participating interest in Block 23 (with operatorship), and 35 per cent participating interest in Block 27 (the Transaction). Sungara is jointly owned by three partners: NAMCOR subsidiary, NAMCOR Exploration and Production, Petrolog Energies a company affiliated with African multinational Petrolog Group), and SPNV’s subsidiary Sequa Petroleum UK. We assisted NAMCOR with all the negotiation of all transactional agreements, including but not limited to the Sonangol and the Sungara. This transaction has been named as one of the Top Oil and Gas M&A Deals in Africa in 2022 by OGV Energy Magazine. The fact that this leading public player in the oil sector turned to our team for counsel on these high-value agreements and highly complex oil & gas development projects which are of national importance to Namibia is a resounding endorsement of our technical strength and dominance in the Namibian upstream oil & gas market.
Cliffe Dekker Hofmeyr is representing Longyuan Renewables, the leading China-based renewable energy company; and Atlantic Energy Partners, a leading South Africa-based renewable energy project developer. Our South Africa-based projects & infrastructure team is advising Longyuan Renewables and Atlantic Energy Partners advised on the project development and bidding of the 240MW Bothasig Project in Round 7 of REIPPP. The bid will be submitted in August 2024. Our work here offers further clear proof of our position as go-to counsel for critical and market-shaping independent power producer projects, which play a key role in ensuring greater energy stability and security for South Africa. This is exactly the kind of high-profile mandate for which clients regularly turn to market-leading counsel in this field.
Cliffe Dekker Hofmeyr is representing Diaz Wind Power. Our South Africa-based projects & infrastructure 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 Samancor, the leading South Africa-based integrated ferrochrome producer. Our South Africa-based dispute resolution team is advising Samancor in connection with a demand served by the Association of Mineworkers and Construction (AMCU) in terms of the Companies Act 71 of 2008 (section 165) on Samancor. AMCU alleged that a services and supply agreement was concluded between Samancor and Sylvania for chrome and platinum group metals for 14.1 million shares to an entity registered in the British Virgin Islands, Portpatrick, as a commission; that Portpatrick was a front for some of Samancor's directors and shareholders at the time; and that when Samancor sold 50 per cent of its subsidiary Tubatse to Sinosteel, US$125 million was paid to Kermas BVI. It also alleges that Samancor entered into a marketing agreement wherein Samchrome Malta earned a sales commission at a minimum of nine per cent, a marked increase from the previous rate of 2.5 per cent. The claims also allege that Kermas BVI and IMR agreed to write off US$29 million of Samchrome's Malta debt to Samancor without the necessary approval, and that management fees of US$4 million were invoiced by RCS, in which the then director Danko Koncar had an undisclosed interest. These are exactly the kind of complex, sensitive mandates, involving a range of jurisdictions, for which clients regularly call upon market-leading counsel.
Cliffe Dekker Hofmeyr is representing the consortium of international creditors who agreed to subordinate their loans to Steinhoff Group to enable the Group to restructure following the Markus Jooste scandal. The South African Reserve Bank has blocked the funds available for repayment of the consortium of international creditors. Our South Africa-based dispute resolution team is advising the consortium on its intervention in the review application brought by the Steinhoff Group to challenge the decision of the South African Reserve Bank. The sums involved are massive. This matter will have significant implications for the reputation of South Africa if the review application fails.
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. Glencore established its own taxonomy and ontology for purposes of managing its procurement processes across the world. The claimant alleges that Glencore had poached some of its employees to reverse engineer the claimant's proprietary software so that Glencore can avoid on-going payment obligations to the claimant and for it to unlawfully compete with the claimant. This matter requires in-depth understanding of technical concepts and data management, as well as the functioning and capabilities of the different software programmes and platforms employed by the parties. The matter also covers different areas of the law, namely intellectual property, unlawful competition, and employment law. Though the alleged damages have not been quantified, they are expected to run into ZAR 10s millions, further confirming our position as trusted go-to counsel for clients in connection with high-stakes disputes involving significant cross-practice expertise.
Cliffe Dekker Hofmeyr is representing AMEA Power, the leading UAE-based global renewable energy. Our South Africa-based construction team is advising AMEA Power, as IPP counsel, on a photovoltaic power project selected as Preferred Bidder under Round 6 of the Renewable Independent Producer Programme whereby AMEA Power will sell energy to Eskom. This is exactly the kind of high-profile mandate for which clients regularly turn to market-leading counsel in this field.
Cliffe Dekker Hofmeyr represented Old Mutual, which is listed on the JSE and LSE, among others, the UK-based global-leading investment, savings, insurance and banking group with circa ZAR 1.2 trillion funds under management. Our South Africa-based competition team is the on-going adviser to Old Mutual on a range of sophisticated competition law matters. We recently attended to the joint South Africa merger in which Old Mutual Life Assurance Company South Africa, represented by Futuregrowth Asset Manager, acquired Safe Farm Ventures, a firm in business rescue. The matter was contentious due to concurrent High Court litigation regarding the security obligation. We obtained unconditional merger approval. Our team also obtained unconditional South African merger approval for Futuregrowth's acquisition of the Fruitone Group which give rise to horizontal overlaps in relation to the production and supply of citrus fruit to the export market; and for the acquisition of control by OMLACSA, represented by Futuregrowth, of the South African College of Applied Psychology which gave rise to horizontal overlaps due to the Old Mutual groups existing investments in the education sector.
Cliffe Dekker Hofmeyr represented ANZ, the third-largest bank by market capitalisation in Australia, in its successful appeal at the Competition Appeal Court, securing dismissal of the referral against ANZ of a complaint of collusion in the foreign exchange market in this long-running matter. The Commission alleged that numerous banks manipulated the ZAR/US$ exchange rate. Our South Africa-based competition team assisted ANZ over the review period in appealing the Competition Tribunal's dismissal of a jurisdictional challenge against the Commission's amended referral. The Competition Appeal Court upheld the appeal, confirming that insufficient allegations had been made against ANZ to sustain jurisdiction over ANZ. This matter involves the development of law on jurisdiction in competition matters. This once again places our firm at the forefront of developing key areas of South African competition law jurisprudence. Our firm also acted successfully in the appeal on behalf of First Rand, which the Commission sought belatedly to join in the same matter. Our work on this matter illustrates our team’s ability to advise large global and local clients on all aspects of South African competition law and regulation, both in and out of court.
Cliffe Dekker Hofmeyr is representing Roche Products, the South Africa-based subsidiary of a leading global healthcare company. Our South Africa-based competition team is advising Roche Products in relation to the Commission's prosecution of Roche Products, F Hoffman La Roche and Roche Holding AG for alleged excessive pricing of cancer drugs. The five-year-long investigation required responding to extensive information requests and subpoenas and interrogation processes. Over the review period, the Commission referred the complaint, which required filing a response to the Commission's referral, including the incorporation of extensive economic analysis. The Commission's referral is novel in that it does not rely on alleging excessive pricing based on actual cost information, but rather applies comparators including the prices of biosimilar drugs. The matter involves analysing the multiple influences on the pharmaceutical industry including the regulatory impacts; the clinical components; the patenting regime and the funding regime. In addition, our team is managing a large team of economists, counsel and specialists for the client, as well as coordinating with counsel for the Roche Swiss entities, which entails precise project management and understanding of the complex legal and economic aspects of the case. Our work for Roche offers further clear confirmation of our ability to handle highly sensitive and high-stakes competition matters including in regulated industries.
Cliffe Dekker Hofmeyr represented PSG Group, the leading South Africa-based financial services group. Our South Africa-based competition team obtained approval in the complex PSG unbundling, valued at over ZAR 20 billion, one of three deals nominated in South Africa for 2023 Deal of the Year by Ansarada Dealmakers at its annual Gala Event in February 2023. Obtaining merger approval involved several submissions and engagements with the Competition Authorities. This transaction involved the unbundling of all PSG Group's shares in PSG Konsult, Kaap Agri, Curro, Stadio and CA Sales, which are all listed on the JSE and, ahead of its delisting, the disposal of the majority of PSG Group's assets and the repurchase of shares from the majority of shareholders in terms of a scheme of arrangement. We represented Zeder Africa and ForAfric Forestry in obtaining Zambian merger approval. That we are so often called to advise on major multi-jurisdictional mandates such as this is a further resounding endorsement of our market-leading skills in this field.

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