Namibia

Experience

• Cliffe Dekker Hofmeyr is representing Mediclinic, the leading UK-based global private healthcare service group, which is the third largest operator of hospitals in South Africa.  Our South Africa-based corporate/M&A team is advising Mediclinic on the cash acquisition of the company from its minority shareholders by Manta Bidco, a newly-formed joint venture between Remgro, through its relevant subsidiaries, and SAS Shipping Agencies Services, a wholly-owned subsidiary of MSC Mediterranean Shipping Company, in accordance with Part 26 of the UK Companies Act 2006.  We advised on the relevant South African legal considerations, including JSE listings requirements; the implications of the Financial Markets Act No. 19 of 2012; and competition law and exchange control implications.  This matter is high-value, and involves significant cross-border jurisdictional challenges.  Mediclinic is primarily listed on the London Stock Exchange with secondary listings on the JSE and Namibian Stock Exchange.  Though the transaction is governed by English law, given the client's secondary listings, it required complex alignment between London, South African and Namibian listings requirements.  This required extensive engagement with the JSE.  In addition, the transaction is classified as a large merger in South Africa, which requires an investigation by the South African Competition Commission and approval by the South African Competition Tribunal.  This has meant extensive engagement with the Competition Commission and the Department of Trade, Industry and Competition, particularly in respect of the public interest assessment.  The transaction also required competition regulatory approvals in Namibia, Switzerland and Cyprus; and exchange control approval from the Financial Surveillance Department of the South African Reserve Bank.  This is clearly the high-profile, multi-jurisdictional caseload of a market-leading team. 
• Cliffe Dekker Hofmeyr is representing Remgro, the leading South Africa-based investment holding company, and controlling shareholder of Distell, the leading South Africa-based global producer and retailer of a wide range of alcoholic spirits.  Our South Africa-based corporate/M&A team is advising Remgro on the merger of Distell with Heineken South Africa and Namibia Breweries (NBL).  We advised Remgro regarding certain aspects of the proposed transaction, and the voting and election options available to Remgro in its capacity as controlling shareholder of Distell.  Distell entered into an implementation agreement with Heineken; Newco, a South Africa-based subsidiary of Heineken; Namibia Breweries (NBL); and parties associated with NBL, in respect of a proposed transaction which comprises a scheme of arrangement to be proposed by the Distell board to the Distell shareholders.  Distell made a number of intra-group transfers, issued shares of Capevin, a holding company, to Remgro, and initiated the unbundling of Capevin in preparation of the transaction.  We also advised Distell on various components of the transaction relating to Capevin.  The deal has now received approval from the RSA Competition Authorities and completion took place in March 2023.  That we are so often called to advise on matters such as this, including here involving highly-technical and complex reinvestment alternatives, further confirms our market-leading status in this field.
• Cliffe Dekker Hofmeyr is representing Mediclinic, the leading UK-based global private healthcare service group which is the third largest operator of hospitals in South Africa, primarily listed on the London Stock Exchange with secondary listings on the JSE and Namibian Stock Exchange.  Our South Africa-based capital markets team is advising on the cash acquisition of Mediclinic from its minority shareholders by Manta Bidco, a newly-formed company owned by joint offerors, Remgro, through its relevant subsidiaries; and SAS Shipping Agencies Services, a wholly-owned subsidiary of MSC Mediterranean Shipping Company, to be effected by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006.  We advised on the relevant South African legal considerations such as the applicable provisions of the JSE listings requirements and Financial Markets Act No. 19 of 2012, competition law and exchange control implications.  This is a high-value deal, which involves significant cross-border jurisdictional challenges.  The transaction is governed by English law and required alignment between London, South African and Namibian listings requirements.  This required engagement with the JSE.  The transaction is classified as a large merger in South Africa, which requires an investigation by the South African Competition Commission and approval by the South African Competition Tribunal.  This has required engagement with the Competition Commission as well as the Department of Trade, Industry and Competition, particularly in respect of the public interest assessment.  The transaction also required competition regulatory approvals in Namibia, Switzerland and Cyprus; and given the expected inflow of foreign exchange, exchange control approval from the Financial Surveillance Department of the South African Reserve Bank.  This is clearly the high-profile, multi-jurisdictional caseload of a market-leading team.
• Cliffe Dekker Hofmeyr represented Impact Oil and Gas Namibia, the leading Namibia-based oil and gas exploration company.  Our South Africa-based projects & infrastructure team is advising Impact Oil and Gas Namibia in connection with an ultra-deep water oil field on Block 2913B, discovered offshore Namibia, by TotalEnergies, in February 2022.  Preliminary reports suggest recoverable volumes above 3 billion BOE (barrel of oil equivalent).  TotalEnergies has invested US$300 million and two rigs in its exploration and appraisal programme to reduce time to market.  Our work involved acting as transactional and legal advisers to Impact in respect of the sale of a 9.39 per cent participating interest in Block 2912 and a 10.5 per cent participating interest in Block 2913B to TotalEnergies EP Namibia.  
• Cliffe Dekker Hofmeyr is representing Diaz Wind Power.  Our South Africa-based projects & infrastructure team is advising DIAZ Wind Power as IPP counsel, on a 44MW photovoltaic power project selected as preferred bidder by Namibian Power Corporation, whereby AMEA Power will sell energy to Eskom.  

• Cliffe Dekker Hofmeyr represented Impact Oil and Gas Namibia, the leading Namibia-based oil and gas exploration company.  Our South Africa-based projects & infrastructure team is advising Impact Oil and Gas Namibia in connection with an ultra-deep water oil field on Block 2913B, discovered offshore Namibia, by TotalEnergies, in February 2022.   Preliminary reports suggest recoverable volumes above 3 billion BOE (barrel of oil equivalent).  TotalEnergies has invested US$300 million and two rigs in its exploration and appraisal programme to reduce time to market.  Our work involved acting as transactional and legal advisers to Impact in respect of the sale of a 9.39 per cent participating interest in Block 2912 and a 10.5 per cent participating interest in Block 2913B to TotalEnergies EP Namibia.  We assisted with drafting the farm-out agreement, amendments to the joint operating agreement and documents required to obtain regulatory approvals.  That we were chosen to advise on this matter is a clear endorsement of the market-leading transactional capabilities we are able to offer to clients in the oil & gas space in South Africa and in a cross-border context.

• Cliffe Dekker Hofmeyr represented Africa Oil, the leading Canada-based oil and gas exploration company; Ricocure, the South Africa-based offshore subsidiary of Dubai-based Azimuth Capital; and Eco (Atlantic) Oil and Gas, the leading Canada-based global oil and gas exploration company.  Our South Africa-based projects & infrastructure team advised Africa Oil, Ricocure and Eco (Atlantic) Oil and Gas on a deal which entailed the sale of a combined 57 per cent participating interest in the exploration right referenced 12/3/339 commonly known as block 3B4B from Eco (Atlantic) Oil and Gas, Ricocure and Africa Oil to each of TotalEnergies and QatarEnergy.  Our team acted as transactional and legal advisors to the sellers, Eco Atlantic, Africa Oil, and Ricocure on their joint sale on Block 3B4B in South Africa to TotalEnergies and QatarEnergy (purchasers).  The transaction entailed a strategic farm-down to the purchasers in relation to Block 3B/4B located offshore South Africa.  Following completion of the transaction, TotalEnergies will hold a 33 per cent participating interest in Block 3B/4B and assume operatorship, while QatarEnergy will hold 24 per cent, Africa Oil 17 per cent, Ricocure 19.75 per cent and Azinam 6.25 per cent.  Block 3B4B sits 200 km off the western coast of South Africa.  It is located within the prolific Orange Basin with the Venus discovery in this Basin situated in Namibia off the southern coast.  We drafted and negotiated the farm-out agreement, amendments to the Joint Operating Agreement as well as the documents required to obtain regulatory approvals.  This is exactly the kind of landmark oil & gas transaction for which clients turn to market-leading counsel in this field in South Africa and cross-border.

• Cliffe Dekker Hofmeyr is representing NAMCOR, the Namibian-based national oil company.  Our South Africa-based projects & infrastructure team advised NAMCOR on the acquisition of oil producing assets in Angola from Sonangol Pesquisa E Produção.  This was achieved through the incorporation of a UK SPV, Sungara Energies (Sungara) which in turn entered into an agreement with Sonangol to purchase a 10 per cent participating interest in Block 15/06, 40 per cent participating interest in Block 23 (with operatorship), and 35 per cent participating interest in Block 27 (the Transaction).  Sungara is jointly owned by three partners: NAMCOR subsidiary, NAMCOR Exploration and Production, Petrolog Energies a company affiliated with African multinational Petrolog Group), and SPNV’s subsidiary Sequa Petroleum UK.  We assisted NAMCOR with all the negotiation of all transactional agreements, including but not limited to the Sonangol and the Sungara.  This transaction has been named as one of the Top Oil and Gas M&A Deals in Africa in 2022 by OGV Energy Magazine.  The fact that this leading public player in the oil sector turned to our team for counsel on these high-value agreements and highly complex oil & gas development projects which are of national importance to Namibia is a resounding endorsement of our technical strength and dominance in the Namibian upstream oil & gas market.