South Africa

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

Our work

Cliffe Dekker Hofmeyr represented the City of Cape Town, a South African municipality. Our South Africa-based banking & finance team advised this client on updating an existing JSE-registered programme memorandum relating to the City of Cape Town’s ZAR 7 billion domestic medium term note programme, notably by drafting a new programme memorandum and a new information statement, both dated December 2023, and registered and approved by the JSE in November 2023. The programme memorandum and the information statement were required to comply with the additional requirements of the JSE debt listings requirements applicable to municipalities, as well as applicable municipal legislation such as the Local Government: Municipal Structures Act, 1998, the Local Government: Municipal Systems Act, 2000, the Local Government: Municipal Finance Management Act, 2003 and the Municipal Regulations on Debt Disclosures.
Cliffe Dekker Hofmeyr represented Harmony Gold Mining Company, the leading South Africa-based global gold mining and exploration company. Our South Africa-based banking & finance team advised Harmony Gold Mining Company on syndicated, multi-tranche, multi-currency, sustainability-linked term loans, including a green loan of up to ZAR 1.5 billion and a US$ term loan of up to US$100 million, and sustainability-linked (ESG) revolving credit facilities, including a ZAR revolving credit facility of up to ZAR 2.5 billion and a US$ revolving credit facility of up to US$300 million. The debt package of circa ZAR 10 billion contains green loans for new project financings as well as measurable sustainability-linked term and revolving loans. This was a ground-breaking transaction in terms of sustainable finance in South Africa and is one of the largest completely sustainability-linked debt packages on the African continent and mining sector over the review period
Cliffe Dekker Hofmeyr is representing Mediclinic, the leading UK-based global private healthcare service group which is the third largest operator of hospitals in South Africa, primarily listed on the London Stock Exchange with secondary listings on the JSE and Namibian Stock Exchange. Our South Africa-based capital markets team is advising on 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.
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. It also began taking a series of preliminary steps, namely certain intra-group transfers within Distell and the issuance of the Capevin B Shares to Remgro, the unbundling of Capevin, referred to collectively as pre-scheme transactions. We also advised Distell on components of the transaction, as it relates to Capevin.
Cliffe Dekker Hofmeyr is representing Mediclinic, a leading global South Africa-based operator of private hospitals. Our South Africa-based competition team advised Mediclinic on securing South African and Namibian competition approvals in its take-private transaction by way of a scheme of arrangement in the UK. This was shortlisted in South Africa for Dealmakers 2023 Deal of the Year, and approved by the Competition Tribunal after negotiations with the Competition Commission and the Department of Trade Industry and Competition for a novel remedies package advancing South African healthcare.
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 is representing Scatec Solar, the leading Norway-based global independent solar energy provider listed on the Oslo Stock Exchange, specialising in large-scale photovoltaic (PV) systems. Our South Africa-based construction team is representing Scatec Solar in disputes involving the contractor and sub-contractors in the Mocuba Solar PV project (Mozambique), the first large-scale solar plant in Mozambique, supported by the Emerging Africa Infrastructure Fund of the Private Infrastructure Development Group, a multi-donor organisation with members from seven European countries and the World Bank Group. We have been resolving issues which involve sensitivities concerning sub-contractors in Mozambique. The disputes involve contractual and technical aspects of the project and cross-border conflict of laws and jurisdictional issues with multiple claimants and defendants, as well as contractor claims for payment; sub-contractor claims for payment; retention monies issues; release and enforcement of performance security; interim payment certificates; employer claim and determination; application for Final Payment Certificate; cession of debt; applying the contractual regime for determining claims and resolving disputes.
Cliffe Dekker Hofmeyr is representing Cennergi, the leading renewable energy subsidiary of Exxaro Energy, the leading South Africa-based diversified resources company; and LSP, Exxaro’s solar energy project. Our South Africa-based construction team advised these clients as IPP counsel on the development of a 68MW embedded generation private sector photovoltaic power project, where LSP will supply electricity to the open pit coal mine Grootegeluk Complex (GGC) in Limpopo Province of South Africa, with integrated coal operations owned by Exxaro Coal, in accordance with a long-term power purchase agreement (PPA) that achieved financial close in August 2023. LSP, Exxaro Energy and Exxaro Coal all form part of Exxaro Group. GGC will derive long-term sustainable benefits from the LSP. The transaction is the first embedded generation project for Exxaro Group and a major step towards implementing its decarbonisation plans and contributing to its ESG goals.
Cliffe Dekker Hofmeyr represented SITA, the South Africa-based state-owned company which provides IT services and solutions to the public sector. Our South Africa-based corporate investigations team was appointed by SITA to investigate the procurement process for the awarding of a ZAR 1.2 billion tender after a complaint was laid with Parliament and the Minister of Communications and Digital Communications was instructed to investigate. We investigated all aspects of the procurement process and interviewed relevant persons at SITA and outside the organisation. Based on the adverse findings of the investigation, the recommendation of the SITA board was reviewed. Our work on this matter demonstrates our ability to provide end-to-end counsel on high-value public sector investigations, the outcomes of which are of national interest.
Cliffe Dekker Hofmeyr is representing 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 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 Bauta Logistics, a member of the African Infrastructure Investment Managers (AIIM)-led consortium which acquired 100 per cent of the issued share capital of Commercial Cold Storage Group, trading as CCS Logistics, from Oceana Group. Bauta Logistics provides temperature-controlled logistics for the Middle East-Africa region food industry and delivers superior fresh and frozen storage and handling. To improve essential temperature-controlled logistics infrastructure in sub-Saharan Africa and ensure food security in the region, AIIM and Bauta Logistics established a cold chain logistics platform, Commercial Cold Holdings (CCH), with the initial acquisition of CCS Logistics from Oceana Group. Our South Africa-based corporate/M&A team advised Bauta Logistics on various aspects of the transaction, including the establishment of CCH and Bauta Logistics' investment into CCH, negotiating the debt and equity structure of CCH and advising on Bauta Logistics' internal restructuring.
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.
Cliffe Dekker Hofmeyr is representing SITA, the leading South Africa-based government organisation which consolidates and coordinates the State’s information technology resources to achieve cost savings through scale; increase delivery capabilities; and enhance interoperability. The services performed by SITA directly impact the essential operation of government and security and provide support to already designated essential services such as the healthcare sector. Our South Africa-based employment team is bringing an application to the Essential Services Committee (ESC) to determine whether SITA, based on the SITA Act, falls within any existing ESC designation, or whether part of SITA's business falls within an existing ESC designation in terms of section 71 of the Labour Relations Act 66 of 1995.
Cliffe Dekker Hofmeyr is representing Dis-Chem, the leading South Africa-based pharmaceutical company with over 18,000 employees and over 160 branches. Over 300 NUPSAW members embarked on a protected strike in three different regions, namely Western Cape, Gauteng and Mpumalanga. The strikes became violent. Our South Africa-based employment team assisted Dis-Chem with obtaining two court orders interdicting the unlawful strike action, one having the effect of suspending the picketing which effectively suspended the strike action entirely. This was the first time such a court order was obtained in South Africa. The striking employees were dismissed for breaching the court orders, and for their violent conduct during the strike. NUPSAW, acting on behalf of the employees, referred an unfair dismissal matter to the Commission for Conciliation Mediation and Arbitration (CCMA). We represented Dis-Chem at the arbitration proceedings. The arbitrations commenced in 2020 and were split in separate parts for each of the two regions, Gauteng and Mpumalanga. We were successful in arbitration proceedings in both regions.
Cliffe Dekker Hofmeyr is representing Arcelormittal, the leading global steel manufacturing corporation in South Africa. Our South Africa-based employment team has brought an application to the ESC to determine whether various maintenance services related to Arcelormittal can be declared as essential services in terms of section 75 of the Labour Relations Act 66 of 1995. These include steel plants, hot rolling plants, cold rolling plants and the plate mill. The matter is currently pending before the ESC, and has been set down for arbitration.

Our team separately advised Arcelormittal on a disciplinary enquiry concerning Mark Strydom. Mr Strydom was placed on precautionary suspension in January 2023. Mr Strydom is charged with misconduct relating to fraud, misrepresentation, not adhering to policies and procedures and bringing the company's name into disrepute. Mr Strydom was suspended without pay in December 2023 after various delays in having his internal hearing finalised. Mr Strydom brought an urgent application to the Labour Court for an order that the decision taken by Arcelormittal to suspend him without pay should be declared unlawful and null and void, alternatively set aside. We represented Arcelormittal at the Labour Court. The court dismissed the application for lack of jurisdiction, and Mr Strydom was ordered to pay Arcelormittal's costs limited to 20 per cent of the taxed costs.
Cliffe Dekker Hofmeyr is representing Vodacom, the leading South Africa-based mobile communications company. Our South Africa-based IT & telecommunications team is advising Vodacom on its acquisition of a joint controlling stake in DFA and Vumatel, the leading South Africa-based open access infrastructure providers owned by Community Investment Ventures Holdings (CIVH), a Remgro-controlled holding company. Vodacom will provide a combination of ZAR 6 billion cash and the contribution of its fibre infrastructure assets to Newco (Maziv) at a valuation of ZAR 4.2 billion. This includes Vodacom’s fibre-to-the-home (FTTH), fibre-to-the-business (FTTB) and business-to-business transmission access fibre network infrastructure. Vodacom will receive shares in Maziv and acquire additional secondary shares from CIVH, to increase its shareholding to at least 30 per cent in Maziv. CIVH will hold the remaining 70 per cent. Our team has been advising Vodacom on all aspects of this matter, from the negotiation and conclusion of all agreements, to obtaining approval from the regulatory and competition authorities to implement the transaction.
Cliffe Dekker Hofmeyr is representing MIBFA, the South Africa-based organisation which provides administration services for various industry funds. Our South Africa-based IT & telecommunications team is advising MIBFA on an unfair dismissal dispute before a Senior Commissioner of the CCMA, which has been on-going since January 2019. MIBFA's former employee, Mr Norman Nqatyelwa, addressed an inflammatory email to a supervisor in his department (copying four other individuals) in which he accuses the supervisor of continued harassment, targeting and intimidation of his team and essentially of making ‘continued employment unbearable’. In the same email, Mr Nqatyelwa imputes that his supervisor is racist (unless she indicates otherwise), in that when she used the term ‘these people’, he interpreted her to be calling himself and his team the ‘K’ word. This, in circumstances where it is common cause that at no time did the supervisor utter the racially offensive ‘K’ word. Mr Nqatyelwa was dismissed following a disciplinary enquiry, and seeks reinstatement. We are arguing that reinstatement is not practicably possible and that the trust relationship has irretrievably broken down. MIBFA seeks that Mr Nqatyelwa's dismissal be found to be fair.
Cliffe Dekker Hofmeyr represented Federation Studios, the leading France-based global entertainment group. Our South Africa-based media & broadcasting team advised Federation Studios and Cofiloisirs, its funder, in respect of the production of the series ‘Around the World in Eighty Days’. This has included advising on their co-production agreement with the South Africa-based co-producer; on the Department of Trade, Industry and Competition's Film and Television Production Incentive schemes; on how to take security over the anticipated cash rebate to be paid in terms thereof and exchange control regulations of application; and assisting with the recovery of repayment of their loan to the local co-producer.
Cliffe Dekker Hofmeyr is representing MultiChoice, Africa's leading entertainment company. Our South Africa-based media & broadcasting team is advising MultiChoice on a dispute before the Durban High Court relating to our client’s termination of certain contracts that it had entered into with a service provider, on the grounds of fraud, causing MultiChoice to suffer substantial financial loss. The agreements allowed the service provider to solicit subscriptions, collect subscription fees and activate customer accounts on behalf of MultiChoice. They also allowed the service provider to install MultiChoice’s equipment, for which it obtained access to MultiChoice's information technology systems. In a judgment handed down in the Durban Division, Acting Judge Sanders took aim at the service provider's application for an interdict to prevent the termination of the contracts in such a way that it purported to extend the lifespan of the contracts in perpetuity. In this judgment, he put into question the bona fides of the service provider, in that it seemed the service provider sought to lock MultiChoice into the agreements for life, rather than attempting to resolve the disputes between them. The Judge found in favour of MultiChoice and held that MultiChoice was entitled to terminate the contracts.
Cliffe Dekker Hofmeyr is representing Waterberg JV Resources, an incorporated joint venture between Impala Platinum, Platinum Group Metals, JOGMEC and Hanwa (Japan) and a local black economic empowerment company. Our South Africa-based mining team advised Waterberg JV Resources on its successful application for a mining right and environmental authorisation over one of the most important platinum discoveries in South Africa. We advised Waterberg JV Resources on the full range of considerations relating to its mining right and accompanying environmental licensing applications in respect of its proposed platinum group metals mining operations in the Waterberg region in the Limpopo Province (Waterberg Project). The Waterberg Project is expected to be one of the largest, lowest-cost undeveloped PGM assets globally and will be capable of producing some 3,000 to 6,000 tons per month. The Waterberg Project will contribute to job creation and to South Africa's overall GDP.
Cliffe Dekker Hofmeyr is representing HMM, the South Africa-based owner and operator of two mines and a subsidiary of South32, the leading Australia-based global mining company. Our South Africa-based mining team is advising HMM on the negotiation of the 10-year agreement with Transnet to transport manganese ore within South Africa to the Transnet-owned ports where the manganese ore is to be shipped offshore. The negotiations are highly complex and require a detailed understanding of the workings of Transnet, the HMM operations, and the issues faced in the South African logistics sector at present. HMM is the first of the ‘majors’ to negotiate the detailed terms of the contract with Transnet. The negotiation of this bilateral agreement will have knock on effects on the agreements which Transnet has with the manganese industry in South Africa as a whole. In addition to the risks facing Transnet in general, Transnet is also under pressure to support new entrants, as it has opened up the manganese channel for new entrants in 2023. This will place additional challenges on an already constrained allocation capacity.
Cliffe Dekker Hofmeyr is representing Newcastle Energy, the leading Australia-based speciality trade contractors. Our South Africa-based projects & energy team is advising Newcastle Energy, as IPP counsel, on a 100MW embedded generation gas power project whereby Newcastle Energy will sell energy to third-party offtakers. Our South Africa-based projects & energy team is also advising Newcastle Energy, as IPP counsel, on a 300MW embedded generation gas power project whereby Newcastle Energy will sell energy to Eskom.
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 a 1000MW gas power plant IPP project in the Nkomazi Special Economic Zone at Komatipoort. This is a critical and market-shaping project 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.
Cliffe Dekker Hofmeyr is representing King Air, a much-anticipated ZAR multi-billion mixed-use development situated on 71 hectares in Cape Town, proximate to the Cape Town International Airport. King Air is part of the Atterbury Group, a distinguished commercial, industrial, and residential developer in South Africa, the rest of Africa, and Europe. Our South Africa-based real estate team is regularly called on to advise King Air on a myriad of legal aspects concerning many diverse and changeable elements, ranging from liaising with engineers in the land use department or legal advisers from legal services at the municipality, to finalising the constitution for the property owners' association, drafting of servitudes, and plotting and registering new conditions. The development is based on a leasehold structure involving, among other aspects, the registration of a 99-year lease agreement, releasing of portions of lease areas, registrations of stand leases and cessions and assignments of shares in lease areas.
Cliffe Dekker Hofmeyr is representing Commercial Dynamics, a leading South African based property developer and contractor. Our South Africa-based real estate team is advising Commercial Dynamics on its on-going development of bulk housing in Mitchells Plain, Cape Town, which commenced in 2010, and in connection with which over 1,000 property transfers and mortgage bonds have already been registered and the team is now engaged in the ninth phase of the development. The development has required, among other issues, mapping and formulating conditions for the various erven making up the phase, the registration of the township, transfers of public open spaces and utility sites to the municipality, and the registration of servitudes to the municipality and to individuals.
Cliffe Dekker Hofmeyr is representing Shadow Careers, the South Africa-based innovative impact sourcing initiative in response to the high youth unemployment, providing training to previously disadvantaged youths in the townships of South Africa and assisting with arranging employment for the students after the training programme; and Shadow Academy Global, a non-profit company which is committed to assisting previously disadvantaged youth in South Africa. Our South Africa-based restructuring & insolvency team is advising Shadow Careers and Shadow Academy Global on a liquidation application which was brought on an urgent basis. The first applicant, Edwin Jacques Pietersen, was a director both of Shadow Careers and Shadow Academy. The second applicant, Greenchild Project, was a service provider for Shadow Careers. There is an asset use agreement between Shadow Academy and Shadow Careers in terms of which Shadow Careers utilises Shadow Academy's assets and infrastructure to provide its services. The liquidation application involves a host of disputes including tax issues as a result of the arrangement between Shadow Careers and Shadow Academy, alleged infringement of intellectual property rights and allegations of fraud. The applications were successfully opposed, and the judgment dismissing the application is subject of an application for leave to appeal.
Cliffe Dekker Hofmeyr is representing Spar Group, the leading Netherlands-based retailer of food and non-food products in Africa and Europe. Our South Africa-based restructuring & insolvency team is advising Spar Group on, and negotiating with business rescue practitioners in relation to, Spar's secured rights in the business rescue proceedings. Our role involves making sure Spar's rights are adequate before the business rescue, then ensure that these rights are recognised as a secure claim.

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.

From vision to fruition.

Get in touch