Our Debt Capital Markets practitioners

serve as legal counsel to South Africa's major banking groups and a number of major international banks.

Groundbreaking Matters

"Make the effort to know our business and how we work. Their opinion work is thorough and they provide a high level of attention to detail."

Chambers Global 2018

Debt Capital Markets

We serve as legal counsel to South Africa's major banking groups and a number of major international banks. We are often mandated to advise on banks' lending arrangements and compliance with the South African banking and financial services regulatory framework.

Our mandate for foreign banks at times extends to advising on the establishment of representative offices in South Africa and related aspects of the regulatory framework.

We also advise borrowers from the public and private sector, and many financial services providers and other organisations that have direct and indirect interests in lending arrangements. These organisations include asset managers, developmental finance institutions, private equity funds, insurance underwriters, rating agencies, security trusts and guarantors.

Our services include:

  • Commercial paper programmes and private placements.
  • Bonds.
  • Domestic medium term notes.
  • Updating or supplementing of these progammes.
  • Securitisation.
  • Preference shares and other debt instruments.
  • Cliffe Dekker Hofmeyr represented Distell Group Limited (Distell), the global-leading, South Africa-based brewing and beverage company; and Capevin Holdings Limited (Capevin), the investment holding company that holds as its sole asset an indirect investment in Distell.  Our capital markets team advised in the restructuring of Distell's multi-tiered, pyramid-type ownership structure.  The restructure involves a complex set of inter-conditional transaction steps including) the listing of a new company (New Distell) on the JSE; a scheme of arrangement between Distell and its shareholders giving New Distell 47.2 per cent of Distell shares in issue that are held by minority shareholders; a scheme of arrangement between Capevin and its shareholders where New Distell acquires all the shares in Capevin; an asset-for-share transaction where Remgro exchanges its 50 per cent shareholding in RCI for additional shares in Capevin, giving Capevin 100 per cent of RCI and, indirectly, 52.8 per cent in Distell; the delisting of Capevin shares and Distell shares on JSE; and the creation and issue by New Distell of unlisted voting shares to Remgro which ensure that Remgro retains its voting rights in Distell pursuant to the asset-for-share transaction above.  Following the transaction, Distell will become a wholly-owned subsidiary of New Distell.

  • Cliffe Dekker Hofmeyr represented Sea Harvest Group Limited (Sea Harvest), the leading South Africa-based, globally-recognised fishing and food business.  Our capital markets team advised this client in its corporate restructuring which included a JSE listing and an initial public offering.  The initial public offering and JSE listing resulted in the creation of a black-owned and controlled listed fishing business with Brimstone Investment Corporation, a black-controlled and managed investment company, as its anchor shareholder.  The transaction involved navigating through a complex regulatory environment, and the innovative pre-IPO and listing restructuring of the entity.

  • Cliffe Dekker Hofmeyr represented as issuer the Development Bank of Southern Africa, the development finance institution wholly-owned by the Government of South Africa. We also advised as dealer, Nedbank Limited, one of the largest banks in South Africa; and, in its role as dealer, Rho Capital Proprietary Limited, the investment firm.  Our capital markets team advised these clients in the issue, in August 2017, of ZAR 576 million senior unsecured floating rate notes; ZAR 230 million senior unsecured floating rate notes; and ZAR 691 million senior unsecured floating rate notes on the Interest Rate Market of the JSE.  The issuances were made under the Development Bank of Southern Africa’s ZAR 80 billion domestic medium term note programme.

  • Cliffe Dekker Hofmeyr represented the Bank of China’s Johannesburg Branch.  Bank of China is one of the five largest state-owned commercial banks in the People's Republic of China.  Our capital markets team advised this prestigious client in the issuance, in December 2017, of ZAR 350 million unsecured floating rate notes on the Interest Rate Market of the JSE.  The issuance was made under the Bank of China’s ZAR 15 billion domestic medium term note programme.

  • Cliffe Dekker Hofmeyr represented Kaap Agri Limited, the South Africa-based company which specialises in retail and trade in agricultural, fuel and related retail markets; and PSG Capital Proprietary Limited, the corporate finance arm of the PSG Group Proprietary Limited (a large South African investment holding company listed on the JSE). Our capital markets team advised these clients in the listing of Kaap Agri Limited on the speciality retailer sector of the main board on the JSE.

  • Cliffe Dekker Hofmeyr is representing A2X Markets (Pty) Ltd, the South Africa-based stock exchange which provides multilateral equities trading platform for secondary listed securities with primary listings in South Africa and abroad.  Our capital markets team advised this client in its application for an exchange licence (which was granted in 2017); and provides on-going advice to A2X Markets (Pty) Ltd.

  • Cliffe Dekker Hofmeyr again represented the Bank of China’s Johannesburg Branch, this time in the issuance, in November 2017, of ZAR 755 million unsecured floating rate notes listed on the Interest Rate Market of the JSE under its ZAR 15 billion domestic medium term note programme; and of ZAR 100 million unsecured floating rate notes listed on the Interest Rate Market of the JSE under the same programme.

  • Cliffe Dekker Hofmeyr represented Kaap Agri Bedryf, a wholly-owned subsidiary of Kaap Agri; TFC Operations Proprietary; and TFC Properties Proprietary (both being subsidiaries of Kaap Agri Bedryf).  Our capital markets team advised these clients in a transaction with C-Max Investments 71 Proprietary Limited, a 100 per cent black-owned company, and Bird Fuel Trading Proprietary Limited, to acquire three retail fuel operations and two accompanying retail fuel-related properties. 

  • Cliffe Dekker Hofmeyr represented Conduit Capital Limited, the US-based global software company which sells a DIY mobile app platform.  Our capital markets team advised this client in the fully-underwritten rights offer undertaken by Sea Harvest.

  • Cliffe Dekker Hofmeyr represented Conduit Capital Limited, the JSE-listed company, as issuer; and Merchantec Proprietary Limited, the equity research firm, as arranger and dealer.  Our capital markets team advised these clients in a programme memorandum in June 2017 (approved by the JSE) relating to the Conduit Capital Limited ZAR 2 billion domestic medium term note programme.

  • Cliffe Dekker Hofmeyr represented PSG Capital Proprietary Limited and STADIO Holdings Limited (STADIO), the South Africa-based investment holding company.  Our capital markets team advised these clients in a capital raising by way of a private placement by STADIO which raised circa ZAR 200 million by way of an offer for subscription to invited black investors for up to circa 80,000,000 private placement shares in STADIO.  As part of this complex transaction, a prospectus relating to STADIO was issued.  Brimstone Investment Corporation agreed to pay ZAR 100 million through the private placement and committed to underwrite a maximum of ZAR 100 million worth of STADIO shares in the event that the STADIO shares were not taken up by the invited black investors.

  • Cliffe Dekker Hofmeyr again represented Global Credit Rating Co., this time in the Commissioner Street No. 1 Proprietary Limited master collateralised note programme; and the Commissioner Street No. 10 (RF) Limited note programme.  We also advised on the issuer's debut note issue of Series One notes worth ZAR 500 million; ZAR 750 million; and ZAR 700 million under the programme in May 2017.

  • Cliffe Dekker Hofmeyr represented as issuer, Capitec Bank Limited, the second-largest retail bank in South Africa; and FirstRand Bank Limited, one of the largest financial institutions in South Africa, acting through its Rand Merchant Bank division, in its role as dealer.  Our capital markets team advised these clients in the issue, in May 2017, of ZAR 5 billion unsubordinated floating rate notes which are listed on the Interest Rate Market of the JSE.  The issuance was made under the Capitec Bank ZAR 8 billion domestic medium term note programme.

  • Cliffe Dekker Hofmeyr represented PSG Retirement Holdings (Pty) Ltd, a subsidiary of the PSG Group in its share subscription for 50 per cent of the shares in Evergreen Investment Holdings (Pty) Ltd, and related shareholders relationship agreements.

  • Cliffe Dekker Hofmeyr represented Reinet Investments SCA (Reinet), the Luxembourg-listed investment vehicle, in the cancellation of its depositary receipt programme in South Africa as a secondary listing on the JSE.  Simultaneously, the Luxembourg-listed shares of Reinet were dual listed on Euronext in Amsterdam; and the same Reinet shares (which were previously represented by depositary receipts trading on the JSE) were also listed as a secondary listing on the JSE.

  • Cliffe Dekker Hofmeyr is representing 4 Africa Exchange Proprietary Limited (4AX), the South Africa-based owner and operator of securities exchange trading platform for issuers and investors.  Our capital markets team advised this client in an inward listing of the entire issued ordinary share capital of CA Sales Holdings Limited worth circa ZAR 1.8 billion on the securities exchange operated by 4AX.

  • Cliffe Dekker Hofmeyr represented Nedbank Group Limited as issuer; and Nedbank Limited as dealer in the issuance, in March 2017, of ZAR 2 billion subordinated floating rate notes.  The proceeds of the issuance qualifies as tier two capital under the Banks Act and the issuance is listed on the Interest Rate Market of the JSE.  The issuance was made under Nedbank’s ZAR 10 billion domestic medium term note programme.  Our team also Nedbank as issuer and dealer in the issuance, in March 2017, of ZAR 2 billion subordinated floating rate notes which also qualify as tier two capital under the Nedbank ZAR 75 billion domestic medium term note programme.

  • Cliffe Dekker Hofmeyr is representing TerraSan Group, the South Africa-based public investment company which holds investments in the pelagic fishing, mariculture, agriculture and property industries. Our capital markets team is advising this client in Agri-Vie Fund II (Pty) Ltd's share subscription for 16 per cent of TerraSan's shares.  Agri-Vie is a private equity investment fund focused on food and agribusiness in Sub-Sahara Africa.

  • Cliffe Dekker Hofmeyr is representing NWK Holdings Limited (NWK Holdings) and NWK Limited (NWK), the South Africa-based leading agricultural business and 4 Africa Exchange Proprietary Limited (4AX). Our capital markets team is advised these clients in the listing of the entire issued ordinary share capital of NWK Holdings on 4AX; and in the listing of the entire issued ordinary share capital of NWK on 4AX.

  • Cliffe Dekker Hofmeyr is representing Mediclinic Southern Africa Proprietary Limited (Mediclinic), the large private hospital group with operations in Southern Africa, Switzerland, the UK and the UAE, and an entity listed on the LSE, the JSE and the NSX.  Our capital markets team is advising this client in its 50 per cent plus one share subscription in Intercare Group Hospital Holdings (Pty) Ltd.  Intercare is the owner of a number of day and subacute hospitals.  We are also advising the same client in its 34 per cent share subscription in Intercare Holdings (Pty) Ltd which is the owner of 18 multidisciplinary primary healthcare centres.

 

  •     Chambers Global 2013–2018  ranked our Finance & Banking practice in Band 1 for capital markets: equity and Band 2 for capital markets:
        debt.
  •     Chambers Global 2017–2018 ranked our practice in Band 2 for banking & finance.
  •     Chambers Global 2016  anked our practice in Band 3 for banking & finance.
  •     The Legal 500 EMEA 2009–2018 recommended our practice in Tier 2 for banking & finance.
  •     IFLR1000 2016–2018 ranked our practice in Tier 2 for banking and project finance.
  •     IFLR1000 2014–2018 ranked our practice in Tier 2 for capital markets.