Industrials

The industrial sector is an essential driving force in Africa’s economic development. Industry and industrial development are prerequisites for sustained economic and societal growth. Investment into the industrial sector is therefore seen as a key priority for most, if not all, African countries.

Undoubtedly, there are challenges and issues for any developing economy. These include insufficient power supply, too few local suppliers and poor infrastructure. While these challenges may make it difficult for investors to lay down operations, industrial policy stimulating manufacturing production will create opportunities for vast wealth creation.

We understand the challenges that face industrial operations in Africa and are well-qualified to provide expert advice to our clients in this sector.

Our offering spans the full range of corporate services from providing counsel on the complex financing required to establish, develop and grow an organisation to major transactions (including disposals, acquisitions and other M&A activity) within the sector. Our service extends to all the specialist areas of law associated with activity of this nature including competition and antitrust, employment and tax.

For example, we have recently provided investment advice to a large manufacturer of plastics and plastic packaging products that has operations in Ethiopia, India, Kenya, Tanzania, Uganda and various holding companies in Mauritius and advised on the acquisition of a leading manufacturer of wire and cable solutions.

We also have extensive experience assisting clients in the sector to resolve disputes.

Our clients include major organisations in the automotive, chemical, construction materials, electrical, metals, mining and power generation equipment, packaging, paper, steel and other industrial manufacturing industries.

• We advised the Steel Engineering Industries Federation of South Africa (the primary union organisation in the steel and engineering industries) on the extension of previous collective agreements to non-parties in this industry, which had been set aside by the Labour Court on a number of occasions. It is extremely important to the stability of the industry that the current industry collective agreement is valid, enforceable, and capable of extension to non-parties. We were tasked with drafting an industry-wide collective agreement, determining the process for extension of the agreement to non-parties, and dealing with threatened litigation.
• We advised the South African subsidiary of a large multinational corporation with operations in more than 90 countries on a tax dispute heard by the Tax Court. The dispute with the tax authorities was over the interaction between the accounting standards and the correct tax treatment of the diminished value of obsolescent and damaged closing stock.
• We advised PPC, the largest cement manufacturer in South Africa and a Johannesburg Stock Exchange listed entity, on its proposed merger negotiations with AfriSam Group and various other interested investors.
• We advised AfriSam Group on the debt and equity restructure undertaken to optimise and simplify its capital structure.
• We advised on the issue of ZAR22 million Senior Unsecured Fixed Rate Notes due 21 December 2017 by AECI Limited (as Issuer) under the Issuer’s ZAR 5 billion Domestic Medium Term Note Programme with Rand Merchant Bank, a division of FirstRand Bank Limited in the Republic of South Africa acting as Manager.
• AECI Limited (as Issuer) and Rand Merchant Bank, a division of FirstRand Bank Limited in the Republic of South Africa (as Arranger and Initial Dealer) in connection with the establishment by the Issuer of the AECI Limited ZAR 5 billion Domestic Medium Term Programme.
• Airports Company South Africa SOC Limited (ACSA) in relation to the implications of the new Customs legislation rollout in South Africa, Customs modernisation, lobbying with SARS and Treasury on draft legislation. The advice is key to ACSA’s role as the airport authority of all airports in South Africa. ACSA’s success is critical to the movement of goods and people in and out of Southern Africa and our advice and guidance is sought to ensure that the airports are fully complaint and operationally functional within the parameters of the new legislation.
• We acted as tax advisors to Northam Platinum on its USD 10.7 million acquisition of platinum group metals recycling equipment and associated land and buildings for a plant in Pennsylvania, United States of America. This transaction involved cross-border structure issues, including the application of controlled foreign company and transfer pricing rules.
• Bowmans advised Kenya Airways, listed on the Nairobi Securities Exchange, in relation to its USD 2.3 billion turnaround strategy and capital optimisation programme aimed at placing Kenya Airways on a sound financial platform given that it is an international airline and is the national flag carrier of Kenya.
• Bowmans advised General Motors South Africa in relation to the disposal of its Isuzu business to Isuzu Trucks South African and related matters.
• Bowmans advised HNA Group, a multinational conglomerate involved in aviation, real estate, financial services, tourism, logistics, and other industries based on Hong Kong, and CWT Limited, a company based in Singapore in the business of logistics services, commodity marketing, financial services and engineering services, in relation to the African competition aspects of HNA Group’s acquisition of control of CWT Limited pursuant to a voluntary general offer to purchase all the issued shares in CWT.  The transaction will enable the HNA Group to among other things enter the logistics, engineering, financial services and commodity trading sectors and gain a presence in more than 90 companies globally.
• Bowmans advised Chevorn Global Energy Inc. (CGEI) in relation to the sale of its shares and related interests in Chevron South Africa (CSA) and Chevron Botswana (CB) to China Petroleum & Chemical Corporation (Sinopec Corp), a subsidiary of Chinese state-owned oil, gas and petrochemical producer Sinopec Group. The transaction is valued at approximately USD 900 million
• Bowmans advised as South African Counsel to French multinational, Safran S.A., in relation to the African competition aspects of its acquisition of Zodiac Aerospace S.A.
• Bowmans advised as Kenyan local competition counsel to the acquirer and the target company in relation to the acquisition of 49.99% of the share capital and voting rights in La Compagnie d’Exploitation des Services Auxiliaires Aériens S.A by HNA Aviation Group Co., Ltd.
• Bowmans advised Car & General (K) Limited in relation to the new joint venture between Car & General Trading (C&G), a wholly owned subsidiary of Car & General (K) Limited, and CMI Africa Holdings BV (Cummins BV), aimed at forming a 50:50: joint venture company operating under the name Cummins C&G Holdings Limited.
• We advised a large voluntary industry body on the regulatory aspects of the planned introduction of waste management charges in the paper and packaging industry and the publication of requirements for industry waste management plans to be submitted to the Minister of Environmental Affairs for approval.  We assisted in successfully making representations that lead to the withdrawal of a gazette publication requiring the submission of industry waste management plans due to (amongst other things) lack of proper consultation and insufficient periods provided for the submission of such plans.
• Bowmans advised as Competition counsel to the liquidators for Nationwide Airlines (Nationwide), the Tshwane Trust in a case against South African Airways (SAA) in the first damages claim in South Africa resulting from a prohibited practice under the Competition Act. The nature of Nationwide Airlines’ claim was accordingly the second of its kind to be brought in South African law and the first to be litigated, setting a precedent within South African Competition Law. This matter was nominated for the Global Competition Review Awards 2017 Litigation of the year – Non-cartel prosecution: Creative, strategic and innovative litigation on behalf of plaintiffs in a non-cartel private action. On 28 March 2017, this matter was the winner of its category, overtaking competition litigation matters from all around the world.
• Bowmans advised as South African counsel to KIK Custom Products Inc, one of North America’s largest independent manufacturers of consumer packaged goods, in relation to its acquisition of the Prestone Group. Holts Proprietary Limited is the wholly owned South African subsidiary of the Prestone Group.
• Bowmans advised as Africa competition counsel to Hapag-Lloyd Aktiengesellschaft (HL AG) and United Arab Shipping Company (S.A.G) (UASC) in relation to HL AG’s USD 6,335 million acquisition of control of UASC. The transaction constituted a merger for COMESA purposes.