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Nanga Kwinana

Partner | Johannesburg

Nanga-Kwinana

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Contact

T: +27 11 669 9609

Overview

In the mergers and acquisitions arena, Nanga has a wide range of experience in advising on all aspects of domestic and cross-border transactions and advises on significant public deals (including major cross-border transactions involving entities with listings on multiple exchanges), delistings from securities exchanges, private deals, and restructurings where he is trusted by clients to take a pragmatic and efficient approach.

In the equity capital markets and corporate finance arena, Nanga has advised on several initial public offerings, new listings by introduction and unbundling, secondary listings, rights offers and other securities offerings, in addition to various aspects of securities law and advising on cross-border securities offerings.

During 2019 and 2020, he practiced at the New York office of international law firm, Sullivan & Cromwell LLP where he advised on both mergers and acquisitions and capital markets transactions. Through this and the experience detailed above, Nanga has built strong relationships and connections with colleagues with whom he has collaborated in numerous jurisdictions across Africa, North America, the UK, continental Europe and the Middle East, allowing him to work with them seamlessly to provide a coordinated effort in achieving clients’ objectives.

Through his years of practice, Nanga has frequently engaged with and developed excellent relationships at some critical regulatory authorities and market participants, including the Takeover Regulation Panel, the Johannesburg Stock Exchange and the Companies and Intellectual Property Commission, each of which inform an ability to deliver significant added value to clients in navigating complex regulatory requirements and steering significant transactions.

Experience

Jurisdictions worked in: South Africa

Nanga advised:

  • UBS Group AG on the South African securities law and regulatory aspects of its 2023 distressed acquisition of Credit Suisse Group AG contributing to a global team guiding the acquirer through the complex transaction on a truncated timetable.
  • Sussex Bidco LP, a newly formed limited partnership indirectly of BlackStone Inc. in its 2023 take-private and delisting of Guernsey-incorporated Industrials REIT Limited.
  • Old Mutual Limited in its transformative “Bula Tsela” B-BBEE retail public offer transaction in 2022, the first retail empowerment public offer by a financial services provider in South Africa.
  • Yamana Gold Inc. in its proposed USD 6.7 billion acquisition by way of a Canadian plan of arrangement by JSE and NYSE-listed Gold Fields Limited, which Gold Fields abandoned in 2022.
  • Imperial Logistics Limited in respect of the DP World Logistics FZE offer to acquire: (i) the issued ordinary shares of Imperial; and (ii) the issued deferred ordinary shares of Imperial, which was completed in 2022.
  • Standard Bank Group Limited in its acquisition of: (i) the remaining Liberty Holdings Limited issued ordinary shares held by Liberty minority shareholders; and (ii) all the issued Liberty preference shares, which was completed in 2022.
  • Vitol group in respect of USD 2.3 billion acquisition of all the issued shares of London Stock Exchange and JSE-listed Vivo Energy plc, which were not already held by associates of Vitol.
  • The Coca Cola Company and Coca Cola Beverages Africa (CCBA) in connection with CCBA’s proposed IPO and primary listing in Amsterdam and secondary listing on the JSE.
  • Imperial Holdings in respect of the unbundling of Motus Holdings, a diversified automotive business, to its shareholders and the simultaneous listing of the ordinary shares in Motus Holdings on the securities exchange operated by the JSE. As part of the transaction, the group also undertook a debt restructuring with its funders, such that after the unbundling, each of Imperial Holdings and Motus Holdings have their balance sheets and funding programmes operating on a stand-alone basis.
  • Royal Bafokeng Platinum Limited in relation to its three-times oversubscribed ZAR 1.029 billion rights offer in order to replenish cash and the debt facilities utilised by the issuer to fund the necessary upgrades to the Maseve Plant and related infrastructure, as well as the ramp-up of Styldrift to 230 ktpm.
  • Royal Bafokeng Platinum Limited in relation to its approximately ZAR 239 million accelerated bookbuild placement of new ordinary shares in order to partially settle the ZAR 1.863 billion consideration for the acquisition of Anglo American Platinum’s 33% interest in the Bafokeng Rasimone Platinum Mine JV.
  • Merrill Lynch International, J.P. Morgan, Goldman Sachs, BNP Paribas and Avior Capital Markets, in relation to their role as underwriters in respect of the unbundling of Quilter Plc from Old Mutual Plc and the placing and listing of Quilter shares on the London Stock Exchange, as a primary listing, and the JSE, as a secondary listing.

AREA OF EXPERTISE

Qualifications

  • LLB, Nelson Mandela University.

INSIGHTS

Overview

In the mergers and acquisitions arena, Nanga has a wide range of experience in advising on all aspects of domestic and cross-border transactions and advises on significant public deals (including major cross-border transactions involving entities with listings on multiple exchanges), delistings from securities exchanges, private deals, and restructurings where he is trusted by clients to take a pragmatic and efficient approach.

In the equity capital markets and corporate finance arena, Nanga has advised on several initial public offerings, new listings by introduction and unbundling, secondary listings, rights offers and other securities offerings, in addition to various aspects of securities law and advising on cross-border securities offerings.

During 2019 and 2020, he practiced at the New York office of international law firm, Sullivan & Cromwell LLP where he advised on both mergers and acquisitions and capital markets transactions. Through this and the experience detailed above, Nanga has built strong relationships and connections with colleagues with whom he has collaborated in numerous jurisdictions across Africa, North America, the UK, continental Europe and the Middle East, allowing him to work with them seamlessly to provide a coordinated effort in achieving clients’ objectives.

Through his years of practice, Nanga has frequently engaged with and developed excellent relationships at some critical regulatory authorities and market participants, including the Takeover Regulation Panel, the Johannesburg Stock Exchange and the Companies and Intellectual Property Commission, each of which inform an ability to deliver significant added value to clients in navigating complex regulatory requirements and steering significant transactions.

Experience

Jurisdictions worked in: South Africa

Nanga advised:

  • UBS Group AG on the South African securities law and regulatory aspects of its 2023 distressed acquisition of Credit Suisse Group AG contributing to a global team guiding the acquirer through the complex transaction on a truncated timetable.
  • Sussex Bidco LP, a newly formed limited partnership indirectly of BlackStone Inc. in its 2023 take-private and delisting of Guernsey-incorporated Industrials REIT Limited.
  • Old Mutual Limited in its transformative “Bula Tsela” B-BBEE retail public offer transaction in 2022, the first retail empowerment public offer by a financial services provider in South Africa.
  • Yamana Gold Inc. in its proposed USD 6.7 billion acquisition by way of a Canadian plan of arrangement by JSE and NYSE-listed Gold Fields Limited, which Gold Fields abandoned in 2022.
  • Imperial Logistics Limited in respect of the DP World Logistics FZE offer to acquire: (i) the issued ordinary shares of Imperial; and (ii) the issued deferred ordinary shares of Imperial, which was completed in 2022.
  • Standard Bank Group Limited in its acquisition of: (i) the remaining Liberty Holdings Limited issued ordinary shares held by Liberty minority shareholders; and (ii) all the issued Liberty preference shares, which was completed in 2022.
  • Vitol group in respect of USD 2.3 billion acquisition of all the issued shares of London Stock Exchange and JSE-listed Vivo Energy plc, which were not already held by associates of Vitol.
  • The Coca Cola Company and Coca Cola Beverages Africa (CCBA) in connection with CCBA’s proposed IPO and primary listing in Amsterdam and secondary listing on the JSE.
  • Imperial Holdings in respect of the unbundling of Motus Holdings, a diversified automotive business, to its shareholders and the simultaneous listing of the ordinary shares in Motus Holdings on the securities exchange operated by the JSE. As part of the transaction, the group also undertook a debt restructuring with its funders, such that after the unbundling, each of Imperial Holdings and Motus Holdings have their balance sheets and funding programmes operating on a stand-alone basis.
  • Royal Bafokeng Platinum Limited in relation to its three-times oversubscribed ZAR 1.029 billion rights offer in order to replenish cash and the debt facilities utilised by the issuer to fund the necessary upgrades to the Maseve Plant and related infrastructure, as well as the ramp-up of Styldrift to 230 ktpm.
  • Royal Bafokeng Platinum Limited in relation to its approximately ZAR 239 million accelerated bookbuild placement of new ordinary shares in order to partially settle the ZAR 1.863 billion consideration for the acquisition of Anglo American Platinum’s 33% interest in the Bafokeng Rasimone Platinum Mine JV.
  • Merrill Lynch International, J.P. Morgan, Goldman Sachs, BNP Paribas and Avior Capital Markets, in relation to their role as underwriters in respect of the unbundling of Quilter Plc from Old Mutual Plc and the placing and listing of Quilter shares on the London Stock Exchange, as a primary listing, and the JSE, as a secondary listing.

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