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Tholinhlanhla Gcabashe

Head of Corporate M&A | Johannesburg

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Contact

T: +27 11 669 9491

Overview

Tholinhlanhla Gcabashe is the Head of Corporate/M&A based in our Johannesburg office. Tholi is also a member of the Firm’s Management Board.

Tholinhlanhla specialises in domestic and cross-border private mergers and acquisitions and general corporate and commercial matters. Many of his clients operate in heavily regulated sectors and rely on his expertise to navigate local laws and structures and to adeptly mitigate their risks to ensure that their transactions are successful.

Experience

Tholi has advised:

  • Kuehne + Nagel AG in its acquisition of the Morgan Cargo group of companies across South Africa, Kenya, and United Kingdom;
  • Old Mutual Limited on its proposed ZAR 2.8 billion Broad-Based Black Economic Empowerment (BEE) ownership transaction, resulting in an approximate 4% increase in the Black shareholding in Old Mutual;
  • African Infrastructure Investment Managers Proprietary Limited and Royal Bafokeng Holdings Proprietary Limited in relation to the consortium arrangements with SUEZ for the acquisition by the consortium of 100% of the shares in EnviroServ Holdings Proprietary Limited;
  • Mr Price Group Limited in relation to its majority stake acquisition of the unlisted Johannesburg-based clothing retail group, Studio 88;
  • Mr Price Group Limited in relation to the acquisition of the business and assets of Otto Brothers Distributors Proprietary Limited trading as Power Fashion;
  • Mr Price Group Limited in relation to the acquisition of 100% of the issued share capital in the Yuppiechef group;
  • Sommet Education Sarl in respect of a transaction in terms of which it will subscribe for shares in Invictus Education Group Proprietary Limited (IEG) that will result in it holding 60% of the issued share capital of IEG;
  • Allianz SE on the establishment of a joint venture with the South African financial services group, Sanlam. The intention of the transaction is to combine the African businesses of both companies into a South Africa-incorporated JV. The insurers are likely to seek new business opportunities for their respective units in Africa, excluding Sanlam’s home market of South Africa;
  • Advising SABMiller in the recommended acquisition by Anheuser-Busch InBev of the entire issued and to be issued share capital of SABMiller;
  • Harith General Partners, majority shareholder of Takatso Aviation Proprietary Limited, the selected strategic equity partner to acquire 51% of South African Airways SOC Limited;
  • China Investment Corporation on its acquisition of a 25% interest in Shanduka Group;
  • Puma Energy on its acquisition of a majority shareholding interest in Sakunda Petroleum in Zimbabwe;
  • Fountainhead Property Trust on its disposal of all of its assets and liabilities to Redefine;
  • Alexander Forbes on the M&A aspects of a dual track (M&A and IPO) process which resulted in Alexander Forbes listing on the JSE;
  • Tongaat Hulett on the disposal of the assets and liabilities of its starch division, one of the largest wet millers of maize in sub-Saharan Africa, to KLL Group Proprietary Limited, a subsidiary of Barloworld;
  • VSNL SNO SPV, an affiliate of Tata Communications, on the disposal of shares in, and shareholder loan claims, against Neotel to Vodacom;
  • Apollo Global, Inc. in its acquisition of a controlling interest in Milpark Education Proprietary Limited;
  • Apollo Global, Inc. in the sale of its entire interest in Milpark Education to Stadio Holdings Limited and Brimstone Limited;
  • Laureate Education Inc. in relation to the sale of the education business from Monash South Africa Limited, its joint venture with Monash University, to ADvTECH; and
  • Harmony Gold Mining Company Limited on its acquisition of the Moab Khotsong Mine, the Great Noligwa Mine and related infrastructure from AngloGold Ashanti.

Awards

  • Legal 500 ranked Tholi as a Leading Individual for his work in Commercial, Corporate and M&A for two consecutive years (2023-2024).

AREA OF EXPERTISE

Qualifications

  • LLB from the University KwaZulu-Natal.
  • Certificate in Banking and Financial Markets from the University of the Witwatersrand. 
  • Leading Professional Services Firms Programme run by Saïd Business School at the University of Oxford, United Kingdom (2021).

INSIGHTS

Related Sectors

Overview

Tholinhlanhla Gcabashe is the Head of Corporate/M&A based in our Johannesburg office. Tholi is also a member of the Firm’s Management Board.

Tholinhlanhla specialises in domestic and cross-border private mergers and acquisitions and general corporate and commercial matters. Many of his clients operate in heavily regulated sectors and rely on his expertise to navigate local laws and structures and to adeptly mitigate their risks to ensure that their transactions are successful.

Experience

Tholi has advised:

  • Kuehne + Nagel AG in its acquisition of the Morgan Cargo group of companies across South Africa, Kenya, and United Kingdom;
  • Old Mutual Limited on its proposed ZAR 2.8 billion Broad-Based Black Economic Empowerment (BEE) ownership transaction, resulting in an approximate 4% increase in the Black shareholding in Old Mutual;
  • African Infrastructure Investment Managers Proprietary Limited and Royal Bafokeng Holdings Proprietary Limited in relation to the consortium arrangements with SUEZ for the acquisition by the consortium of 100% of the shares in EnviroServ Holdings Proprietary Limited;
  • Mr Price Group Limited in relation to its majority stake acquisition of the unlisted Johannesburg-based clothing retail group, Studio 88;
  • Mr Price Group Limited in relation to the acquisition of the business and assets of Otto Brothers Distributors Proprietary Limited trading as Power Fashion;
  • Mr Price Group Limited in relation to the acquisition of 100% of the issued share capital in the Yuppiechef group;
  • Sommet Education Sarl in respect of a transaction in terms of which it will subscribe for shares in Invictus Education Group Proprietary Limited (IEG) that will result in it holding 60% of the issued share capital of IEG;
  • Allianz SE on the establishment of a joint venture with the South African financial services group, Sanlam. The intention of the transaction is to combine the African businesses of both companies into a South Africa-incorporated JV. The insurers are likely to seek new business opportunities for their respective units in Africa, excluding Sanlam’s home market of South Africa;
  • Advising SABMiller in the recommended acquisition by Anheuser-Busch InBev of the entire issued and to be issued share capital of SABMiller;
  • Harith General Partners, majority shareholder of Takatso Aviation Proprietary Limited, the selected strategic equity partner to acquire 51% of South African Airways SOC Limited;
  • China Investment Corporation on its acquisition of a 25% interest in Shanduka Group;
  • Puma Energy on its acquisition of a majority shareholding interest in Sakunda Petroleum in Zimbabwe;
  • Fountainhead Property Trust on its disposal of all of its assets and liabilities to Redefine;
  • Alexander Forbes on the M&A aspects of a dual track (M&A and IPO) process which resulted in Alexander Forbes listing on the JSE;
  • Tongaat Hulett on the disposal of the assets and liabilities of its starch division, one of the largest wet millers of maize in sub-Saharan Africa, to KLL Group Proprietary Limited, a subsidiary of Barloworld;
  • VSNL SNO SPV, an affiliate of Tata Communications, on the disposal of shares in, and shareholder loan claims, against Neotel to Vodacom;
  • Apollo Global, Inc. in its acquisition of a controlling interest in Milpark Education Proprietary Limited;
  • Apollo Global, Inc. in the sale of its entire interest in Milpark Education to Stadio Holdings Limited and Brimstone Limited;
  • Laureate Education Inc. in relation to the sale of the education business from Monash South Africa Limited, its joint venture with Monash University, to ADvTECH; and
  • Harmony Gold Mining Company Limited on its acquisition of the Moab Khotsong Mine, the Great Noligwa Mine and related infrastructure from AngloGold Ashanti.

Awards

  • Legal 500 ranked Tholi as a Leading Individual for his work in Commercial, Corporate and M&A for two consecutive years (2023-2024).

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