Kelsey joined Cliffe Dekker Hofmeyr as a candidate attorney in 2013. She was appointed as an associate in 2015 and promoted to senior associate in 2018.

 

Corporate and Commercial and Commercial Property

  • Formed part of the team conducting commercial property fund listings for a number of property fund companies.
  • Involved in aspects of the conversions of Collective Investment Schemes in Property to Real Estate Investment Trusts for a number of property fund companies and the subsequent winding-up of the Collective Investment Schemes.
  • Commercial lease agreements.
  • Representing a state–owned entity in a number of development lease programmes which entail the purchase of letting enterprises and the cancellation of notarial head lease agreements.
  • Representing a state-owned entity in a lease agreement in respect of rolling stock and rail transport development.
  • Involved in aspects of sale of hospital transactions.
  • Drafting and updating of memoranda of incorporation and shareholder agreements for a motor corporation.
  • Extensive research on various commercial aspects.

Corporate and Commercial

  • Assisted in drafting special resolutions pertaining to the adoption of memoranda of incorporation documents and ordinary resolutions pertaining to changes in directors of companies and other aspects of corporate governance.
  • Assisted with general company secretarial work pertaining to the registration of companies and their on-going corporate governance.
  • Formed part of the team conducting commercial legal due diligence investigations.
  • Involved in the drafting of a range of commercial agreements, including sale of business and sale of share agreements and loan agreements.
  • Involved in a number of Probono matters involving the incorporation of non-profit companies, amendments to the Memoranda of Incorporation of the companies and the conversion of the existing Memoranda and Articles of Association of the companies into Memoranda of Incorporation and providing various commercial opinions to these non-profit companies.
  • Assisted in drafting various agreements, circulars and ballot forms in respect of amendments to trust deeds relating to Collective Investment Schemes in Property.
  • Assisted in the drafting of partnership agreements for a large motor corporation.
  • Drafting resolutions, opinions and a wide range of commercial agreements.
  • Extensive Companies Act training.
  • Due diligence investigations for clients in various industries.
  • Compliance matrix in terms of the Companies Act.
  • Assisting on and drafting of agreements for various commercial transactions including cession agreements, shareholders' agreements, lease agreements, and memoranda of incorporation.
  • Advising on various commercial agreements including management and marketing agreements and fixed and variable lease agreements.
  • Advising on various aspects of the Companies Act.
  • Drafted legal opinions on the Companies Act (2008) with a special focus on the role, duties and liabilities of directors and the applicable corporate governance policy framework in the King III Code on Corporate Governance.
  • Assisted with the implementation of various agreements such as subscription and share purchase agreements, sale and share purchase agreements, management agreements and sale of shares agreements for clients in the aviation and hospitality industry.
  • Assisted with drafting shareholder and board resolutions on behalf of clients in the hospitality and retail industry.

Real Estate

  • Commercial and residential property transfers and the registration of bonds.
  • Drafting and registration of servitudes.
  • Advising clients with regard to property matters in general.
  • Drafting agreements relevant to property transactions, including sale of land agreements, sale of letting enterprise agreements, sale of farming enterprise agreements, lease agreements, long term lease agreements and trust deeds.
  • Drafting development leases for large commercial development companies.
  • Attending to the conveyancing of commercial and residential properties in the various Deeds Offices

Experience (references are to major transactions only)

Kelsey was part of the CDH team that -

  • advised WeWork in regard to the establishment of office sharing spaces throughout South Africa (2019).
  • advised SA Corporate Real Estate Limited ("SACREL") in regard to a wide range of transactions and provision of corporate legal advice including the –
    • dissolution of SACREL's joint venture with Calgro M3 (2019).
    • various board and shareholder issues (2019);
    • funding and the acquisition of residential developments for approximant R1,5 billion in the Menlyn East area of Pretoria from M&T (2017 - 2018);
    • acquisition and development of the Long Street Precinct in South Johannesburg including preparation of documentation and management of various disputes in relation to the development (2017 – ongoing);
    • funding and development of various student housing, warehousing, logistics and industrial projects and conversions of offices to residential accommodation (2017 – ongoing);
    • acquisition of Vaxirox Investments Proprietary Limited and Storage Genie short term storage facilities (2017 – ongoing);
    • advised SACREL and Affordable Housing Proprietary Limited ("Afhco") in regard to the establishment of joint ventures with several large residential developers for the acquisition for approximately R3 billion worth of residential properties (2017);
    • advised SACREL and its various subsidiaries, SA Retail Properties Proprietary Limited and Afhco with Calgro M3 Limited and the subsequent financing of the SACREL – Calgro joint venture (2016);
    • advised SACREL in regard to the acquisition of approximately R2 billion's worth of residential accommodation through acquisitions from M&T and others (2016);
    • advised SACREL in regard to an innovative share placement process on the JSE (2016);
    • advised SACREL in regard to the acquisition of three shopping centres and three developments in Zambia via share acquisitions in various Mauritian companies (2015 – 2016 – ongoing); and
    • advised SA Corporate Real Estate Fund (a CISIP) in regard to its conversion to SACREL (a corporate Real Estate Investment Trust (“Corporate REIT”)) (2014 – ongoing).
  • advised Vukile Property Fund ("Vukile") in regard to a wide range of transactions and provision of corporate legal advice including the –
    • Vukile's acquisition of Mdantsane Shopping Centre from Rebosis Property Fund Limited (2019);
    • advised Vukile on their acquisition of Kolonnade Retail Park from Sasol Pension Fund (2018); and
    • advised Vukile, Arrowhead Properties Limited and Synergy Income Fund Limited (now Gemgrow Properties Limited) in regard to the restructuring of their property portfolios to create Gemgrow as a high yield fund (2016).
  • advised Transcend in regard to the acquisition of 2,159 residential units from International Housing Solutions Residential Partners 1 (2018).
  • advised Absa Bank Limited in regard to the sale and development of Absa Towers Main, together with surrounding properties and their subsequent lease back of certain offices (2018).
  • advised African Development Bank in regard to the acquisition of its head office in South Africa (2017 – ongoing).
  • advised members of the Zimbali share block scheme in regard to disputes with the developer and the manager of the scheme (2017).
  • advised various of DLA Piper's clients in relation to international mergers involving local lease renewals, relocations and fitting out of premises in South Africa (2017 – ongoing).
  • advised the bookrunners (Java Capital and Standard Bank) in regard to the listing of Liberty Two Degrees as a REIT collective Investment Scheme in Property (“CISIP”) on the JSE (2016).
  • advised PRASA in respect to the establishment of a local factory for the construction of passenger rail rolling stock at Ekurhuleni (2013, ongoing).
  • advised PRASA in respect of the reacquisition of part of its leased property portfolio and the redevelopment and upgrade of railway stations (2013 – 2016).
  • advised Capital Property Fund (a CISIP) in regard to its conversion to Capital Property Fund Limited, a Corporate REIT (2013 – ongoing).
  • advised Fountainhead Property Trust Scheme (a CISIP) in regard to its conversion to a Corporate REIT and the subsequent winding up of the CISIP (2013 – ongoing).

Education

  • Registered Legal Practice Counsel
  • LLB, University of Johannesburg (UJ) (cum laude)
  • Admission as an attorney: 2015
  • Admission as a Notary Public: 2015
  • Admission as a Conveyancer: 2017