Notable

NOTABLE TRANSACTIONS

Drafted and negotiated all legal agreements and trust deeds associated with an unlisted note programme;
Advised a number of companies in the implementation of traditional securitisation schemes in terms of the exemption to the Banks Act, 94 of 1990 (the Securitisaton Regulations), and advised in respect of the application of, inter alia, the Banks Act, 94 of 1990; the Companies Act, 71 of 2008; the Competition Act, 89 of 1998 and the Insolvency Act, 24 of 1936. Also prepared capacity and authority opinions and opinions in respect of compliance of the transactions with the Securitisation Regulations as required by the rating agency and all applications to the Prudential Authority of the South African Reserve Bank for the issue of commercial paper in respect of these transactions.
Advised a limited liability company in its securitisation transaction subsequently converted to a listed asset-backed note programme in terms of which the debentures in issue were replaced with listed, rated and un-rated notes. This involved inter alia the amendment of the programme memorandum in terms of the JSE Debt Listings Requirements, increases in the size of the programme, liaising with STRATE and preparing all applicable pricing supplements in respect of all new issuances;
Advised a developmental credit provider in its subscription and acquisition of 35% of the issued share capital of a private limited liability company and a liquidity facility made available for the funding of the operational expenses of that private limited liability company; and

Advised The Standard Bank of South Africa Limited, in a proposed Gold-denominated term facility worth ounces of Gold to a private entity, for the latter’s use in manufacturing jewellery for the South African market.

Advised a developmental credit provider, in the conclusion of an M&A transaction in terms of which the Government Employees Pension Fund, represented by the Public Investment Corporation, a debenture holder in respect of a securitisation transaction (executed between the parties previously), subscribed for ordinary shares against the early redemption of the debentures held by that debenture holder. Prepared all applications for exemption to the Takeover Regulation Panel.
Advised a private limited liability company in the merger/amalgamation of two of its subsidiaries in terms of section 116 of the Companies Act 71 of 2008 and drafted all legal agreements and documents thereto for submission to the Companies and Intellectual Property Commission.

Acted for a trust in the sale of its shares in 3 (three) operating entities registered in the Republic of South Africa to a single purchaser and the sale by the same 3 (three) operating entities of their businesses to another entity (“X”) as a going concern in terms of section 45 of the Income Tax Act and section 11(1)(e) of the VAT Act at a purchase consideration equal to that in respect of the sale of shares above, each discharged by X crediting the seller with a loan account in respect of the purchase price in X’s books of account.  

Conducted various legal due diligence investigations into the businesses that clients have wished to purchase, based on the outcome of our findings in the investigations and to drafting all legal agreements and resolutions associated therewith.   

Regularly draft legal opinions in relation to the National Credit Act, 2005.