Financial Institutions

The financial services sector in Africa presents compelling opportunities, but also challenges which should not be underestimated.

The emphasis on much needed infrastructure projects and the fast growing middle class consumer base holds much potential, but creative strategies beyond conventional banking, insurance and investment management offerings are essential for such potential to be realised. Institutions have to be ever mindful of the complexities arising from industry reforms and the tightening of policies in many African countries.

As long-standing advisers to many of the major financial institutions in Africa and relying on our footprint in key African jurisdictions, we have the expertise, the experience and the on-the-ground knowledge to help our clients navigate the complexities that doing business in Africa frequently entails.

We advise international and regional banks, investment banks, insurers and asset managers on debt and equity markets transactions, public and private mergers and acquisitions, structured, leveraged and asset financing, restructurings, product development, regulatory matters and the structuring and establishment of investment funds.

Chambers and Partners, 2022

‘an impressive list of high-calibre clients in the financial sector’

‘represents a broad range of banking and financial clients across the African continent, and has experience featuring in complex deals involving numerous parties’

‘undertakes a wide range of financial mandates’

‘frequently assists major regional and international financial institutions with high-value note programmes and bond issuances’

Legal 500, 2021

‘a formidable player in the … banking and finance market’

‘ frequently cited as a market leader in banking, finance and capital markets’

‘represents numerous big-name lenders, corporate borrowers and private equity houses’

• We advised Woolworths Holdings (as issuer), Woolworths (as guarantor), Rand Merchant Bank (as manager), and The Standard Bank of South Africa acting through its Corporate and Investment Banking Division (as manager), on the issue of ZAR 750 million senior unsecured floating rate notes due 10 October 2020 under the issuer’s ZAR 10 billion DMTN programme.

• We advised African Development Bank in relation to a USD 100 million line of credit to KCB Bank Kenya.

• We advised Brainworks, a Mauritian diversified investment company with a focus on Zimbabwe, on its ZAR 317 million primary inward listing (by way of a private placement) on the Johannesburg Stock Exchange.

• We advised the Prudential Authority on a constitutional challenge to the South African Banks Act, 1990. The Prudential Authority is the regulatory body (established in terms of the Financial Sector Regulation Act 2017, and part of the South African Reserve Bank) responsible for the regulation of all banks. It is empowered by the Banks Act to prevent unregistered persons from conducting the business of a bank (among other things, taking deposits from the members of the general public) without a licence.

• We advised the Standard Bank of South Africa on the financing of the Trans Caledon Tunnel Authority (TCTA).

• We advised on the complete restructure of The House of Busby’s capital structure and third party debt, thereby avoiding its liquidation and securing our clients’ investments. Busby holds the licences for, among others, Aldo, Forever New and Guess, and is therefore an important competitor in the South African retail fashion market.

• We advised Swedfund International AB on a subordinated loan agreement between Victoria Commercial Bank as the borrower and Swedfund as the lender.

• We advised Mashreqbank PSC, a Dubai-based privately owned investment bank, on a dual tranche loan facility to Stanbic Bank Kenya.

• We acted as local Kenyan counsel on the capacity and authority of G4S Seure Data Solutions as guarantor to a ZAR 350 million revolving credit facility and ZAR 250 million bullet facility made available to Metrofile by The Standard Bank of South Africa.

• Santam Limited (as Issuer) and Rand Merchant Bank, a division of FirstRand Bank Limited (as Arranger) in connection with the establishment by the Issuer of the Santam Limited ZAR 4 billion Unsecured Subordination Callable Note Programme.

• Advised J.P. Morgan Structured Products B.V. (as Issuer) and JPMorgan Chase Bank, N.A. (as Guarantor) on the establishment on an inward listed programme in respect of the issuance of South African Securities.

• We advised SSI SCF (RF) (as issuer), CreditInnovation (as arranger and dealer) and Rand Merchant Bank (as dealer) on the establishment of a ZAR 1 billion note programme by the issuer.  This is a bespoke asset backed structure whereby the SPV issuer is able to leverage off the provision of a direct guarantee/ credit support from a third party guarantor. Notes issued under the programme will also benefit from certain underlying payment obligations acquired by the issuer with the issuance proceeds.

• We advised Investec Asset Management (in its capacity as lender) on a USD 35 million development and term loan facility made available to Autódromo-Gestão Imobiliária, S.A, for the first shopping mall in Mozambique situated in Maputo, called Baia Mall which is a mixed use development. Autódromo-Gestão Imobiliária, S.A. is a Mozambican company and portfolio company of Actis Africa Real Estate Fund 2 L.P.

• We advised J.P. Morgan Structured Products B.V. (as issuer) and JP Morgan Chase Bank, N.A. (as guarantor), on the establishment of an inward listed programme in respect of the issuance of South African Securities on the Interest Rate Market of the Johannesburg Stock Exchange.

• We acted as local Kenyan counsel to Citigroup Global Markets, The Standard Bank of South Africa, Standard Chartered Bank, Citibank, N.A., London Branch on a USD 180 million senior secured notes due 2022 tap issue by Liquid Telecommunications Financing plc and contemporaneously, credit facilities for borrowings of USD 178 million and ZAR 1.34 billion.

• We advised Woolworths Holdings (as issuer), Woolworths (as guarantor), Rand Merchant Bank (as manager), and The Standard Bank of South Africa acting through its Corporate and Investment Banking Division (as manager), on the issue of ZAR 750 million senior unsecured floating rate notes due 10 October 2020 under the issuer’s ZAR 10 billion DMTN programme.

• We advised the Standard Bank of South Africa, Citigroup Global Markets and Standard Chartered plc on the purchase of a potential high yield bond from, and provision of a term loan and revolving credit facility to, Liquid Telecommunications Holdings. The aggregate financing amounted to USD 750 million.

• We advised Sphere Investments (a highly performing investment company) on the acquisition of a stake in Consol Holdings by Sphere RMB JV, a wholly owned subsidiary of Sphere Investments.

• We advised Rand Merchant Bank and Morgan Stanley (as joint bookrunners for The Foschini Group) on The Foschini Group’s accelerated bookbuild to raise approximately ZAR 2.5 billion to repay a bridge facility.

• We advised Rand Merchant Bank, Citigroup Global Markets Inc., J. P. Morgan Securities, Morgan Stanley and Co. International and HSBC Bank (as underwriters and joint bookrunners) on a USD 1 billion rights offer and high yield bond offer of USD 2.6 billion by Sibanye Gold, to fund a bridge facility in acquiring the North American Stillwater Mining Company.

• We advised Imperial Holdings on its ZAR 1.8 billion sale of Regent Insurance to Hollard. Our TMT team assisted with negotiating and drafting a transitional services agreement obligating Hollard and Regent to provide services to various Imperial group companies.