Our Real Estate team

has the resources and expertise to handle large volumes of real estate transactions whatever their size or nature.

Impactful Matters

It offers a complete one stop solution for all corporate legal needs and an ability to source knowledge from other areas when needed. The team is willing to go the extra mile, offer superb client service and is always available.

Legal 500 EMEA 2020

The team has the strongest skills and experience in the listed real estate sector in South Africa.

Legal 500 EMEA 2020

It is an exceptionally professional firm with highly skilled and knowledgeable individuals. Their dedication, availability, and hard work, to name just a few traits, are beyond question.

Legal 500 EMEA 2020

Clients are "very impressed with the team's overall ability in their specific fields of expertise and their client service approach to matters."

Chambers Global 2020

We act for businesses and private individuals, and our comprehensive real estate services include:

Commercial Property Agreements
  • Development and Development Management Agreements;
  • Joint Venture Agreements, Co-owners Agreements and Shareholders Agreements;
  • Memorandum of Understanding or Heads of Agreement and Sale Agreements;
  • Land Availability Agreements;
  • Sale of shares or members interest in property owning company or close corporation Agreements;
  • Partition Agreements;
  • Agreements for Retirement Villages, Time Share and Share Block Schemes;
  • Mixed Use Development Agreements;
  • Property Due Diligences;
  • B-BBEE Sale and Leaseback Agreements
  • Leasehold Developments.
Commercial and Property Structuring

Various kinds of mixed-use developments – all aspects of including financing structure and corporate structuring.

  • Advise on how best to realise a given real estate asset to best commercial effect;
  • Advise on most appropriate structure considering land use rights, market demands, funding requirements, flexibility and title deed restrictions;
  • Associated advise in respect of tax, environmental, competition, employment and dispute resolution laws. 
Due Diligence Investigations
Land Use Rights
  • Township establishment;
    • Advise on disposal of existing title conditions;
    • Conveyancer’s Certificates;
    • Co-ordinate township establishment process with municipality;
    • Opening townships registers;
    • Facilitate proclamation and issue of service certificates required for transfer;
    • Extension of township boundaries;
  • Subdivisions;
  • Consolidations;
  • Road closures;
  • Rights related to Air space;
  • Town-planning Advice and Interpretation of Town-planning Schemes
Leases
  • Bespoke Leasehold Structuring where "leasehold rights" are akin to "ownership rights" for a period;
  • Long term leases, extensions and notarial registrations thereof;
  • Commercial leases;
    • Option to lease;
    • Triple net leases;
    • Operating cost leases;
    • Bespoke leases;
  • Residential Lease
Mortgage Bonds
  • Commercial bonds;
    • Act for all major Financial Institutions and attend to Islamic Financing bond work;
    • Draft all shareholder and board resolutions  required by borrower and guarantors;
    • Draft bond documents including power of attorney as well as related security documents;
    • Obtain confirmations in respective of legislative compliance such as applicability of section 34 of The Insolvency Act, Competition Commission approvals, Takeover Regulations and Section 112 and 115 of The Companies Act;
    • Aircraft and Maritime bonds;
    • Bonds over long term leases and leasehold rights;
  • Residential Bonds;
    • Act for all major Financial Institutions and attend to Islamic Financing bond work;
    • End user bonds in respect of developments;
  • Securitization Bonds;
    • Draft all bond documents including power of attorney as well as related security documents;
    • Cession of securitization bonds;
Notarial Work
  • General Notarial Bonds and Special Notarial Bonds;
  • Usufructs;
  • Servitudes;
  • Notarial tie agreements;
  • Notarial Cessions;
  • Notarial Leases;
  • Antenuptial contracts;
Owners Associations
  • Advising , drafting, preparing and facilitating approval of constitution of owners' associations;
  • Preparing rules, advise on preparation and implementation of architectural guidelines;
  • Registering non-profit companies
Real Estate Investment Trusts (REITS)
Sectional Title Developments (all aspects)
  • Advise and draft management and conduct rules for retail, offices, residential and mixed use schemes and obtain Ombud's approval;
  • Advise on management structures, exclusive use areas and phasing of development;
  • opening of sectional title registers;
  • Registration of real rights of extension and exclusive use areas delineated on sectional plans;
  • Prepare sale agreements for sales off and on plan ;
  • Cancellation of sectional plans
Transfers
  • Drafting sale agreements (both commercial and residential)
  • Commercial
    • Transfers from developer to purchaser;
    • Letting Enterprises as going concerns;
    • Asset for share transfers;
    • Intragroup transfers;
    • Exchange (land swop) transfers;
    • Rectification transfers;
    • Partition transfers;
    • Auction transfers;
  • Residential
    • Transfers from developer to purchaser (bulk and otherwise);
    • Residential transfers
    • Estate transfers
Renewable Energy
  • Have acted as advisors to all parties to these transactions;
  • Experience in solar, hydro, wind and biomass projects both in South Africa and Southern Africa;
  • Property due diligence;
  • Draft and review:
    • Lease Agreements, option to lease agreements,
    • Servitudes
    • Bond documentation

2020

SA Corporate Real Estate Limited (SAC)

Cliffe Dekker Hofmeyr represented SAC, the leading South Africa-based real estate investment company.  Our real estate team advised SAC on the dissolution of its joint venture with Calgro M3 Holdings (Calgro).  This complex matter involved the drafting, negotiation and settlement of various cancellation of development agreements entered into by the joint venture company with the relevant Calgro subsidiary and joint initiative companies in respect of the Scottsdene, Belhar and Fleurhof residential units and the South Hills freestanding houses in terms of which the development agreements were cancelled and the units, including those which were partially constructed, together with the South Hills freestanding houses, were transferred back to the relevant Calgro subsidiary and joint initiative companies against repayment by Calgro to the joint venture company of an amount equal to the acquisition cost paid by the joint venture company.

Our firm also drafted, negotiated and settled these sale agreements.  In addition, we drafted, negotiated and settled the sale of shares and claims agreement pursuant to which Afhco, a subsidiary of SAC, purchased Calgro’s 49 per cent interest in the joint venture company for circa ZAR 162 million, pursuant to which Afhco now holds 100 per cent of the company.  We also advised Calgro M3 Land on the sale of the La Vie Nouvelle frail care centre to SA Retail Properties for a purchase price of circa ZAR 113 million, subject to the outcome of a complicated due diligence process involving the review of frail care licences and various sectional title land issues.  The various purchase prices were set off against amounts owing by each company to the other and Calgro issued a listed corporate bond note to the joint venture company.  This transaction was complex as it involved the dissolution and unwinding of the joint venture company, which involved various amounts having to be paid by one party to the other.  The transaction also involved complex tax, conveyancing and JSE Regulations aspects and SENS announcements, all of which we assisted SAC in overcoming.  

Team members instrumental in this transaction were: William Midgley, Andries le Grange, Albert Aukema, Kelsey Biddulph and Samantha Kelly.

Total South Africa

Cliffe Dekker Hofmeyr is representing Total South Africa, the leading South Africa-based energy company.  Our real estate team is advising Total South Africa on numerous acquisitions of filling station sites, in South Africa and elsewhere in Southern Africa.  The acquisitions take place through the registration of long-term leases and servitudes, as well as the conclusion of various development and property related agreements.   This project started in 2018 and is on-going, with 80-plus sites identified in South Africa and 19 sites in Botswana, to date.  The value of the transactions vary, depending on the commercial arrangements negotiated with the landowners, with ZAR 2.5 million on average paid to each landowner for the registration of the servitude.  We are the only team of lawyers representing Total in its property related matters across the region, confirming our status as trusted legal and strategic counsel in connection with clients’ on-going real estate projects in South Africa and across the region.

Team members instrumental in this transaction were: Nayna Cara and Ebun Taigbenu

Transcend Residential Property Fund

Cliffe Dekker Hofmeyr is representing Transcend, one of the leading South Africa-based residential real estate investment trusts.  Our real estate team is advising Transcend on its acquisition of 2,159 residential units from International Housing Solutions Residential Partners 1.  The transaction involved the negotiation of several comprehensive sale agreements with various escrow arrangements and complicated transfer duty, VAT and competition law issues.  The transaction also involved negotiating a subscription of shares in Transcend for 25 per cent of the shareholding by JSE-listed, Emira Property Fund, as well as an underwriting agreement to a maximum of 34.9 per cent of Transcend and an underwriting agreement with South African Workforce Housing Fund PVE (SA) for ZAR 105 million.  This was a Category 1 transaction in terms of the JSE Listing Requirements and required a circular to shareholders to obtain shareholder approval, on which our team was heavily involved. 

We also acted for Transcend in the negotiation of circa ZAR 800 million facilities from a consortium of banks. Each of these stages in the transaction had to be finalised within a very short timeframe to meet the seller's requirements. Our team advised on all of the various hurdles, including finalisation of the acquisition agreements and obtaining transfer duty receipts; VAT structuring, obtaining Competition Authority approval; the conclusion of the underwriting and the facility agreements; the obtaining of shareholder approval; the publishing of SENS announcements and compliance with JSE Listings Requirements and the completion of all the conditions precedent to achieving the client's objectives on time. Our firm is also attending to the conveyancing of the units, which involves the opening of a number of sectional title schemes for the transaction.

Team members instrumental in this transaction were: William MidgleyWerner de Waal, Andries le Grange, Albert Aukema, Gerhard Badenhorst, Samantha Kelly and Janke Strydom

Abland Pty Ltd and Game Camp Pty Ltd

Cliffe Dekker Hofmeyr is representing Abland, the leading South Africa-based commercial real estate developer; and Game Camp.  Our real estate team is advising Abland, which formed a joint venture with Tiber Investments in relation to a mixed-use precinct development called Sandton Gate.  Our involvement started with the land assembly process, when we assisted with all the sale agreements and transfers of the properties to Game Camp.  We prepared several drafts of the memorandum of understanding, before the structure was finalised and the shareholders agreement signed.  We advised Abland on the shareholders agreement.  We also attended to the transfers of various properties sold to Abland and thereafter to Game Camp.  The first phase of Sandton Gate was the development of an office block.  Due to administrative delays associated with the rezoning, consolidation and subdivision to create the land parcel to be developed for Pod Property Fund, the purchaser forced us to prepare a sale agreement in terms of which the purchaser would take transfer of four erven with the obligation to transfer the excluded portion back to Game Camp when the portion becomes registerable.  

We attended to the registration of the mortgage bond and obtained the bank's consent to the release of the excluded portion at a nil consideration.  The sale agreement was complex as it had to account for complex town planning issues and was drafted as an asset for share transaction, where the shares had to be distributed to the various layers of shareholders.  The consolidation, subdivision and the transfer back have not been registered.  In addition, we have drafted a set off agreement between the municipality and Game Camp to allow for a refund of bulk contribution paid by Game Camp in respect of the precinct, but benefitting the future developable erven in the Precinct not registered in the name of Game Camp.  We have also prepared and registered the Sandton Gate Owners' association, a non-profit company.  We drafted the off-plan sale agreements in respect of the residential units to be developed.  This matter has required in-depth knowledge and understanding of mixed-use developments, land and town planning challenges, the processes at the municipality and more.  The value of the 27 erven prior to the rezoning amounted to circa ZAR 42 million.  The funding for the first office building in the new mixed-use precinct, excluding the client's equity portion, was ZAR 400 million.  The total project value will only be established in future. 

Team members instrumental in this transaction were: Lucia Erasmus and Lutffiya Kara

Texton Property Fund Limited (TEX)

Cliffe Dekker Hofmeyr is representing Texton Property Fund, the leading South Africa-based property investment fund formed to invest directly in income producing properties that offer potential for capital appreciation.  The Fund was formed in 2006 and listed on the Johannesburg Stock Exchange in August 2011.  Our real estate team is currently advising Texton Property Fund on the disposal of nine of its portfolio properties.  These are all complex matters, as all of the sale agreements must comply with the provisions of the Johannesburg Stock Exchange (JSE) Listing Requirements as Texton is a public listed entity.  Once the terms are settled, the sales will also be announced by SENS notices. 

Our work on the sale of 31 Katherine Street to Afrox5 St Georges is particularly complex, including from a VAT and property joint ownership perspective, as the purchaser will first acquire an undivided interest in the relevant properties, after which Texton and the Purchaser will jointly register a sectional title scheme and subdivide the properties and units comprising the sectional title scheme.   Our work on the negotiations, drafting and settlement of the sale agreements in each of these matters remains complicated and challenging due to the prevailing economic climate. 

Team members instrumental in this transaction were: Werner de Waal, Tessmerica Moodley, and Janke Strydom

Sasol Pension Fund

Cliffe Dekker Hofmeyr is representing Sasol Pension Fund, the leading South Africa-based pension fund.  Our real estate team is advising Sasol Pension Fund, in its role as purchaser, in connection with the due diligence and acquisition process and drafting and negotiation of sale agreements in respect of two properties in Century City, Cape Town from the trustees for the time-being of the Century City Property Investment Trust and Century City Business Centre Property Trust, for the first property; and from the trustees for the time-being of Century City Property Investment Trust, for the second property.  Here we demonstrate our status as go-to counsel for real estate transactions for a broad range of high-profile investors in the sector, including leading funds.

Team members instrumental in this transaction were: Werner de Waal and Janke Strydom

2019

Transcend Residential Property Fund

Cliffe Dekker Hofmeyr represented Transcend, one of the leading South Africa-based residential real estate investment trusts.  Our real estate team is advising Transcend in the acquisition of 2,159 residential units from International Housing Solutions Residential Partners 1.  The transaction involved the negotiation of several comprehensive sale agreements with various escrow arrangements and complicated transfer duty/VAT and competition law issues.  The transaction also involved negotiating a subscription of shares in Transcend for 25 per cent of the shareholding by JSE-listed, Emira Property Fund, as well as an underwriting agreement to a maximum of 34.9 per cent of Transcend and an underwriting agreement with South African Workforce Housing Fund PVE (SA) for ZAR 105 million.  This was a Category 1 transaction in terms of the JSE Listing Requirements and required a circular to shareholders to obtain shareholder approval, on which our team was heavily involved.  We also acted for Transcend in the negotiation of circa ZAR 800 million facilities from a consortium of banks.  Each of these stages in the transaction had to be finalised within a very short timeframe to meet the seller's requirements.  Our team advised on all of the various hurdles, including finalisation of the acquisition agreements and obtaining transfer duty receipts; VAT structuring, obtaining Competition Authority approval; the conclusion of the underwriting and the facility agreements; the obtaining of shareholder approval; the publishing of SENS announcements and compliance with JSE Listings Requirements and the completion of all the conditions precedent to achieving the client's objectives on time.  Our firm is also attending to the conveyancing of the units, which involves the opening of a number of sectional title schemes for the transaction.  This matter offers clear proof of the sheer breadth of our Band One service offering in both real estate financing and real estate transactional matters in South Africa.

Team members instrumental in this transaction were: William Midgley, Andries le Grange, Albert Aukema, Gerhard Badenhorst, Samantha Kelly and Janke Strydom

Zungu Investments Company Pty Ltd

Cliffe Dekker Hofmeyr represented Zungu, the leading South Africa-based performance-driven investment holding company.  Our real estate team advised Zungu in the establishment of a new joint venture company between Zungu as the majority shareholder, Boyno Trade and Investment Propriety and Emira Property Fund, to be known as Shankly Property Investments.  Our work on this transaction involved the preparation of a suite of complex legal agreements, including a subscription & shareholders’ agreement; a MOI; a sale agreement for 25 office accommodation properties; as well as guarantees and facility agreements.  These agreements were required to establish the joint venture and to integrate the commercially-agreed terms into the legal documentation. The transaction involved complex tax, funding and competition issues, which were resolved by our experienced team. This was also a ground-breaking Black Economic Empowerment transaction, as a significant investment by Zungu into the office accommodation market.  Our team also acted for Zungu in the negotiation of the funding for the transaction.  Here we confirm our ability to advise leading South Africa-based investors in connection with a wide range of real estate sector transactional, corporate and financing matters.  Few competitors in our market have the necessary breadth of expertise to advise on such complex, high-value matters.

This matter was attended to by William Midgley

Absa Towers Main

Cliffe Dekker Hofmeyr represented Absa Bank in the sale and development of Absa Towers Main, together with surrounding properties, and their subsequent leaseback to Absa Bank.  Absa Bank involved Cliffe Dekker Hofmeyr from the commencement of the project with the request for proposals from developers to refurbish Absa Bank’s most prominent building, namely Absa Towers Main, and to create a residential space as well as a main precinct/piazza area for the benefit of the development tenants as well as the surrounding community.  Our team's involvement in the bidding and drafting process included analysing bids, assisting with the selection of preferred bidders, advising various Absa Bank committees such as Procurement and Commercial Property Finance, drafting a sale agreement, drafting a development agreement, drafting a 10-year lease of a portion of the re-developed Absa Towers Main back to Absa Bank for use by Absa Bank as office space as well as drafting a Constitution for the Absa Precinct Association and Conduct Rules. We also drafted a Lease Agreement for the iconic Absa Bank “Lumen” sign situated on the roof of Absa Towers Main.  This mandate demonstrates the significant commercial benefits for clients of our combined real estate and cross-practice offering.  The complex nature of the one-of-a-kind precinct required adaptive and thoughtful drafting and advisory skills in order to set up the Precinct Association and Constitution.  The deal terms ensure renewal and growth, security and cleanliness of the surrounding areas and the Precinct, resulting in upgrading and uplifting the Johannesburg central business district area. This project is set to renew and re-energise the country’s urban centres with its unique focus on inner-city precinct development that combines commercial buildings with affordable residential space to create inclusive and diverse neighbourhoods. Our team also resolved tax and competition commission complications.

Team members instrumental in this transaction were:  John WebberAlbert Aukema and Kelsey Biddulph

Equites Property Fund

Cliffe Dekker Hofmeyr represented Equites, the leading South Africa-based specialist industrial REIT listed on the JSE.  Our real estate team advised Equites on the conveyancing aspects of its acquisition of a large industrial rental enterprise from Investec Property Fund.  This was a particularly complex mandate given the nature of the town planning status of the subject property and the type of properties involved.  This necessitated intricate wording in the transfer documents, and confirms the high-end technical skills available to clients of our real estate team.  The transaction has resulted in further growth of Equites' impressive immovable property portfolio.  Our work on this matter confirms our ability to advise on complex town planning issues and highly-sophisticated transfer documents for clients.

Our real estate team advised Equites in the commercial and conveyancing aspects of its acquisition of two large industrial rental enterprises from Investec Property Group, one situated in Gauteng and the other situated in Kwa-Zulu Natal.  Our team handled both transfers, which involved intricate planning to enable the processes to run smoothly and more or less concurrently with each other.  This mandate confirms the big-ticket nature of many of the sophisticated transactions handled by our experienced real estate team.

Our real estate team is advising Equites in its ZAR 412.5 million acquisition of a large development property from Witfontein X 28 Ontwikkeling.  Our firm is providing strategic, legal and commercial counsel on all aspects of this transaction.  We have also been mandated with advising on all of the associated environmental law considerations.  This work has included resolving issues that have arisen concerning the property to be transferred.  This mandate confirms the diverse substantive and technical skills available to clients of our real estate team and how clients benefit from our combined strengths across practices, in this example, in environmental law. 

These matters were attended to by John Webber

Nedbank Limited – Khula Sizwe Property (RF) Limited

Cliffe Dekker Hofmeyr is representing Nedbank's Corporate Investment Banking division in the registration of mortgage bonds over Khula Sizwe Property (RF) Limited's property portfolio, for the sum of ZAR 2.84 billion.  Khula Sizwe is acquiring the property portfolio from Barloworld, as part of Barloworld's BBBEEE public share offering which will come into effect on 1 October 2019.

This matter was attended to by Nayna Cara

Nedbank Limited

Cliffe Dekker Hofmeyr represented Nedbank's Corporate Investment Banking division in the registration of mortgage bonds by Pulse Urban Properties (Pty) Ltd in favour of a Nedbank's SPV.   Registration was required in 5 deeds offices before financial year end being February 2019.  As the borrower had existing security in place with Nedbank's SPV, we needed to vet all existing bonds prior to registration to confirm the causa was broad enough to now include the indemnity that has been provided by the borrower, and where this was not the case, engage with the relevant Registrar regarding the possibility of varying the causa of the bond, notwithstanding the provisions of the Deeds Registries Act. We also assisted by drafting documents for signature by the parties as required in terms of the borrower's MOI. 

Team members instrumental in this transaction were:  Nayna Cara and Ludwig Smith (Corporate & Commercial)

Middle Lusutfu Hydropower Pty Ltd

Cliffe Dekker Hofmeyr is representing Middle Lusutfu Hydropower ("MLH") in the development, financing, construction and operation of the Lower Maguduza Hydro Power Scheme. In addition to drafting and negotiating the power purchase agreement to be concluded with the utility, Eswatini Electricity Company, we have also drafted and negotiated the lease, servitude and wayleave agreements to be concluded with Early Harvest Farming (Pty) Ltd (a private land owner) as well as the office of the King of Eswatini in respect of Crown Land and Swazi Nation Land.  The scheme is a circa 13.5MW hydro-electric generation facility to be located in Swaziland and is valued at 700 million Emalangeni.

This matter is ongoing and the real estate element is being attended to by Nayna Cara

Libstar Holding

Cliffe Dekker Hofmeyr assisted and advised on all property related aspects in relation to the due diligence into Libstar Holding's group of companies, including attending to the subsequent transfer of properties into the company's PropCo (valued at ZAR 81.5 million).  The listing of Libstar on the JSE was regarded as one of the largest in South Africa for 2018.  The last of the properties to be transferred registered in the deeds office on 23 July 2019. 

Team members instrumental in this transaction were:  Nayna Cara and Anita Moolman (Corporate & Commercial) 

2018

SA Corporate Real Estate Ltd and AFHCO Holdings Pty Ltd

Cliffe Dekker Hofmeyr represented AFHCO (see above) in the establishment of a new joint venture company, AFHCO Consortium 2 Proprietary Limited held by AFHCO (60 per cent) and JR 209 Proprietary Limited (JR209) (40 percent) for the acquisition by the joint venture of residential units to be constructed and developed by JR 209 with funding from AFHCO.  This transaction involved a suite of complex legal agreements, including a subscription & shareholders’ agreement; an MOI; an agreement of sale; guarantees and a facility agreement.  These agreements were required to establish the joint venture and to integrate the commercially agreed terms into the legal documentation.  The transaction involved complex tax, funding and competition issues, which were resolved by our experienced team.

Team members instrumental in this transaction were:  William Midgley, Andries le Grange and Pierre Swart.

Unemployment Insurance Fund and the Land & Agricultural Development Bank of South Africa  

Cliffe Dekker Hofmeyr represented UIF, a fund provided by the South African Government for short term unemployment; and Land Bank, the specialist agricultural bank guided by a Government mandate to provide financial services to the commercial farming sector and to agri-business.  Our real estate team advised these clients in the registration of various mortgage bonds and notarial general and special bonds.  This mandate confirms the big-ticket nature of many of the real estate mandates handled by our experienced team as well as the trust placed in our team by public sector entities active in the real estate sector in South Africa.

Team members instrumental in this transaction were Muhammad Gattoo, Mashudu Mphafudi (Banking & Finance) and Preshan Singh-Dhulam  (Banking & Finance)

2017

Mall of Africa

Cliffe Dekker Hofmeyr's real estate team acted as lead property specialists in respect of the joint ownership and long term lease agreements for the shopping centre, the Mall of Africa: the single largest single phase retail development in South Africa. Like other properties within the Waterfall development, the Mall of Africa is developed on a long term lease title basis. To accommodate the future disposal of portions of the developers interest in the mall, the freehold property was transferred in five undivided shares to companies controlled by the landowner. Each of these five companies concluded separate lease agreement(s) with the developer(s) being a joint development by Attacq Waterfall Investment Company (Pty) Limited (wholly-owned by Attacq Limited) in respect of 80 per cent of the development, and Atterbury Property Fund (Pty) Limited in respect of 20 per cent of the development. The Mall is situated across several properties and on various levels.

Our Real Estate team was instrumental in creating a 99-year lease mortgage product in order to make the Waterfall Development – the largest property development in South African history, worth ZAR 16 billion (Mail and Guardian Business, March 2016) – a success. As is clear from this mandate, our team continued to cemented their reputation as thought-leaders in the field as well as their ability to lead major, first-of-their-kind, projects from inception to completion.

Team member instrumental in this transaction was John Webber

SA Airlink Pty Ltd

Cliffe Dekker Hofmeyr represented SA Airlink, a privately-owned airline focused on linking smaller towns and regional centres throughout the country. Our real estate team led work on the registration of three aircraft mortgages in favour of ECC Leasing, an Ireland-based aviation leasing leader world-wide.

It is rare for South Africa-based teams to be able to offer deep experience of advising on aircraft mortgages and our team offers one of the leading practices in the field in the country. The mandate above formed part of an acquisition and expansion programme for our client’s fleet which also involved the acquisition and mortgaging of a further eight aircraft. Mortgaging of aircraft falls within the sphere and expertise of property attorneys as it constitutes mortgaging of movable property, which with other movable property would ordinarily be done in terms of notarial bonds.

Team members instrumental in this transaction were Muhammad Gattoo and Natasha Fletcher

Public Investment Corporation

Cliffe Dekker Hofmeyr led work for Public Investment Incorporation, one of the largest and most successful investment managers in Africa and an entity which focuses exclusively on the public sector. Our real estate led work for PIC in the registration of a range of special and notarial bonds worth ZAR multi-millions. Our experienced real estate finance team led work for PIC in the securitisation of the movable assets of the various companies. Our work on this mandate also included site inspections of rail yards and railway coaches in order to identify the assets being bonded.

This was part of a complex lending/funding transaction which was negotiated over a period of almost 12 months. Our work on this mandate confirms our strength in all aspects of complex real estate securitisations and again, the Tier One-level nature of our client following in this field.

Team members instrumental in this transaction were Muhammad Gattoo and Natasha Fletcher together with Mashudu Mphafudi (Banking & Finance)

SA Corporate Real Estate Limited (SAC) and Calgro M3 Holdings Limited (Calgro).

Cliffe Dekker Hofmeyr represented SAC, a REIT, and Calgro, a leading real estate investor in South Africa, in the establishment of a joint venture real estate investment company. AFHCO Calgro M3 Consortium Proprietary will focus on residential rental real estate investment for the two listed entities. SAC has a 51 per cent holding in the joint venture which has acquired five developments from Calgro M3. The developments are in the construction phase and comprise 3,854 residential units. Our experienced real estate team led work on the structuring of the joint venture; joint venture incorporation; the sales and development agreements for the five developments; as well as the initial investment for ZAR 100 million by AFHCO.

Our work on this mandate is further proof of how our team provides end-to-end counsel on major real estate sector investment and development projects for market-leaders the year-round. Here we show how we are able to provide high-level strategic and legal counsel from project inception, through structuring, funding, right up to sale and development. Few teams in our market are able to bring skills in each of these areas at such a high level.

Team members instrumental in this transaction were: William Midgley, Andries le Grange, Albert Aukema and Janke Strydom.  

Liberty Two Degrees

Cliffe Dekker Hofmeyr advised the bookrunners in the listing of Liberty Two Degrees as a Real Estate Investment Trust (REIT) Collective Investment Scheme in Property (CISIP) on the Johannesburg stock exchange. Our clients were appointed as corporate advisors, sponsors and bookrunner to Liberty. Under the terms of the deal, Liberty listed a portion of its iconic regional retail property portfolio, including Sandton City and Eastgate Mall.

This transaction confirms our lead role presence on ground-breaking REIT and CISIP mandates in South Africa. Our mandate on this deal was considerably wider than would normally be applicable thanks to our extensive knowledge of CISIPs and REITs in South Africa. Our team advised Liberty in initial structuring and set the project in motion. We then continued to be actively involved throughout the project, right up to the listing for Liberty Two Degrees. The deal represented the first CISIP listing in circa a decade and required extensive engagement with the Financial Services Board, who utilised the opportunity to initiate its new process for the registration of collective investment schemes. JSE also considered the rules applicable to CISIPs as REITs in terms of the current, much altered, legislative regime since the last listing of a CISIP.

Team members instrumental in this transaction were: Peter Hesseling, Johan Green, William Midgley and Kelsey Biddulph.

ABSA Commercial Property Finance – Balwin Properties

Cliffe Dekker Hofmeyr represented ABSA Bank, one of the largest financial institutions in South Africa and part of Barclays Bank. Our real estate team led work for the bank in all aspects of the registration of a number of holdings for Crowthorne Agricultural Holdings in a deal valued at circa ZAR 187 million for Balwin Properties.

Balwin is the largest residential developer in South Africa. The entity is focused on massive sectional title residential developments. The development bond we registered (as above) will serve as security for the financing the development of several hundred residential units. Our team has been leading work for Balwin and in its related financings for more than a decade, demonstrating how our legal skills and close attention to client service bring a strong flow of repeat business for the firm.

Team members instrumental in this transaction were Muhammad Gattoo and Natasha Fletcher

Standard Bank- Busamed Private Hospital

Cliffe Dekker Hofmeyr advised Standard Bank, one of South Africa’s largest financial services groups, advising on the registration of special notarial bonds; notarial general bonds; and covering bonds for the funding, development and construction of the Busamed Modderfontein Private Hospital; Busamed Paardevlei Private Hospital; and Busamed Harrismith Private Hospital.

Our work on this mandate confirms the significant commercial benefits for clients of our ability to combine real estate, structured finance and sector-specialist expertise. The Busamed group is one of the foremost black-owned healthcare groups and all the transactions had intricate structuring which involved securing land tenure as well as securitisation of immovable and movable assets. The securitisation of the movable assets proved to be the most challenging, as this involved various site inspections to identify and confirm several thousand pieces of medical equipment.

Team members instrumental in this transaction were Muhammad Gattoo, Fatima Gattoo, Mashudu Mphafudi (Banking & Finance) and Natasha Fletcher

Gemgrow

Cliffe Dekker Hofmeyr represented Vukile Property Fund Limited, Arrowhead, a listed property loan stock company holding a diverse portfolio of retail, industrial and commercial buildings; and Synergy, a limited liability variable stock loan company in the creation of Gemgrow, a real estate fund. To establish GemGrow, Synergy’s portfolio was reconstituted with properties from both Vukile and Arrowhead as its asset base. For Vukile, this meant a ZAR 2.45 billion asset swap where Synergy exchanged its portfolio of 14 retail shopping centres for 29 of Vukile’s higher-yielding office, retail and industrial properties. Under the teams of the deal, in addition to Gemgrow’s creation, Vukile becomes a specialised retail property fund with over 90 per cent of its portfolio comprising high-end retail assets. For Arrowhead, this meant Synergy acquiring the shares and claims in Cumulative Properties from Arrowhead, including 100 properties worth circa ZAR 1.9 billion. Synergy issued shares to Arrowhead in consideration, giving Arrowhead control of Synergy. Synergy was reconstituted as Gemgrow Properties Limited with an amended memorandum of incorporation and pre-listing statement.

This mandate confirms the high-end technical skills available to clients of our real estate team. The deal included a complex movement of properties between Vukile and Synergy, taking into account securities and mortgage bonds provided by the properties in the three listed entities; a range of complex corporate and regulatory issues, with three REITS and diverse shareholder bodies; and a high-level competition application, which took several months to resolve, as the authorities had information-sharing concerns.

Team members instrumental in this transaction were: William Midgley, Andries le Grange, Albert Aukema, Janke Strydom, Jess Reid, Kelsey Biddulph and Samantha Kelly.

Thavani Mall

Cliffe Dekker Hofmeyr represented Vukile Property Fund Limited in the ZAR 350 million acquisition of an undivided one third share in the Thavhani Mall, which is in the process of being constructed in Thohoyandou. Our real estate team advised on all of the procurement issues relating to the acquisition of the property and the completed development.
This development as a whole is worth circa ZAR 750 million, making it the largest retail mall in the area. The transaction involved extensive negotiations between the developer, the funders and Vukile. Vukile, although only acquiring a minority share of the centre, was regarded as the catalyst for the centre and our team had to negotiate the terms of comprehensive step-in rights and re-financing requirements in the event that the developer was unable to complete the project.

Team members instrumental in this transaction were: William Midgley, Andries le Grange and Kelsey Biddulph.

 

Practice Area Rankings

  • Chambers Global 2017-2020 ranked us in Band 1 for real estate.
  • Legal 500 EMEA 2014–2020 listed us in Tier 1 for real estate.

Ranked Practitioners

  • John Webber is the National Practice Head of the Real Estate team. Chambers Global 2019-2020 ranked John in Band 3. The Legal 500 EMEA 2018-2020 recommended him for real estate.

  • Chambers Global 2017-2020 ranked Lucia Erasmus in Band 3 for real estate. The Legal 500 EMEA 2014, 2016–2020 recommended her for real estate.

  • Chambers Global 2017–2020 ranked William Midgley in Band 2 for real estate. The Legal 500 EMEA 2017–2020 recommended him as a leading individual for real estate and recommended him in 2016 for real estate.