Namibia

Experience

• Our team represented Broadreach, the leading South Africa-based player in the energy sector and a portfolio company of private equity fund Metier Sustainable Capital Fund II.  Our South Africa-based projects & energy team advised Broadreach on its acquisition from Enertronica, the leading Italy-based company, of an indirect 35 per cent interest in Sertum Energy, which owns the 6MW Trekkopje Solar Plant in Namibia.  We also advised Broadreach in respect of the funding for the transaction and the refinancing of the Bank Windhoek funding.  We played a leading role in the transaction including structuring the acquisition and the funding for the acquisition, advising on the transaction documents, and assisting with the negotiation of the acquisition.  
• CDH represented NAMCOR, the Namibia-based national oil company.   Our South Africa-based projects & infrastructure team advised on NAMCOR's acquisition of oil producing asset 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 SPA and the Sungara SPV.  
• Cliffe Dekker Hofmeyr represented Eco (Atlantic) Oil and Gas, listed on Toronto Venture Exchange and London AIM.  Our South Africa-based projects & infrastructure team advised Eco (Atlantic) Oil and Gas on its acquisition of Azinam Group.  The acquisition resulted in the issuance to Azinam Holdings of, in aggregate, 40,170,474 common shares (the new issue), providing Azinam Holdings with 16.5 per cent of Eco's share capital as enlarged by such issue (enlarged share capital), providing for a cashless acquisition to become the sole owner of Azinam's entire African portfolio.  The acquisition boosts Eco's Namibia exploration asset portfolio and signifies its entrance into the South Africa and Guyana oil & gas investment market.
• CDH is representing Remgro, the leading South Africa-based investment holding company.  Our South Africa-based corporate/M&A team is advising Remgro in relation to the merger of Distell, the leading South Africa-based global producer and retailer of a wide range of alcoholic spirits, 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.  
• Cliffe Dekker Hofmeyr is representing Mediclinic International, the leading UK-based global private healthcare service group.  Our South Africa-based corporate/M&A team is acting as the South Africa legal adviser to Mediclinic International on the cash acquisition of Mediclinic International 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, 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 provisions of the JSE listings requirements and Financial Markets Act No. 19 of 2012, competition law and exchange control implications.  This matter is a high-value deal, and Mediclinic is the third largest operator of hospitals in South Africa.  
• Cliffe Dekker Hofmeyr is representing Remgro, the leading South Africa-based investment holding company.  Our South Africa-based capital markets team is advising Remgro in relation to the merger of Distell, the leading South Africa-based global producer and retailer of a wide range of alcoholic spirits, 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.
• Cliffe Dekker Hofmeyr is representing Mediclinic, the leading UK-based global private healthcare service group.  Our South Africa-based capital markets team is acting as South Africa legal adviser to Mediclinic in respect of 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, and Mediclinic is the third largest operator of hospitals in South Africa.  It also 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.
• Cliffe Dekker Hofmeyr represented Public Investment Corporation.  Our South Africa-based banking & finance team advised Public Investment Corporation on its financing to Africa Finance Corporation (AFC), a multi-lateral development finance institution which specialises in financing and development on infrastructure projects across the African continent.  AFC's purpose is to provide financing solutions in efforts to address the shortfall in infrastructure projects, particularly in the power, transportation infrastructure, heavy industries, oil, gas and other natural resources and telecoms sectors.  Public Investment Corporation provided equity funding of US$100 million.  The funding is to be used to finance infrastructure and industrial projects across the African continent.  AFC's investment footprint spans 35 countries across Africa and a pipeline of projects that blend positive social and environmental impact with superior risk-adjusted returns.  AFC's A3 investment-grade from Moody's enables beneficial access to global capital markets and underscores the confidence of Africa's decision makers in AFC's role as a key institution for sustainable economic development.  This deal was complex in that the Public Investment Corporation became the first pension fund to invest in AFC without South Africa being a member state for the AFC.  This transaction will unlock a number of infrastructure projects in the African continent and create over 10,000 permanent jobs across the African continent.  
• CDH was the legal advisor on the Kudu Gas Field Development Project advising on the dilution of interest by the NOC as well as the Project Development Agreement, the subsea EPIC Agreement and FPS Agreement as well as the Gas Sales and Transportation Agreements. The project scope entailed a Floating Production System (FPS) with gas processing facilities. The facilities comprised of subsea in-field flowlines with piggy-backed DEH system, dynamics risers, XTs, subsea controls, umbilical's, isolation valve skid, as well as the onshore reception facilities, including an isolation valve and temporary pigging capability and cross-border export pipelines. 
• Advised on the sale of a participating interest to major IOC and AIM listed IOC in respect of Walvis Basin offshore blocks, scope of work including drafting and negotiating terms of Farm-Out Agreement, Escrow Agreement, Deeds of Assignment to Petroleum Agreement and JOA, Deed of Amendment to JOA, obtaining Ministerial consents and approvals, filing merger notices and obtaining Competition Commission approvals and drafting Completion Agreement.
• External legal advisor to the exploration division of the NOC of Namibia in respect of various Multi-Client Agreements, Data Licensing Agreements, Participation Agreements and Joint Operating Agreements. 
• Advised on procurement processes for drilling (turnkey) services, trees and controls, offshore survey and logistic services. 
• Our team represented Metier Capital Growth Fund II (Metier), one of South Africa's largest private equity funds. Our corporate/M&A team advised this client in the acquisition, through Retailability, of Edcon’s Legit business which has 215 stores across South Africa, Lesotho, Swaziland, Namibia, Botswana and Zambia.
• Represented (Stadio Holdings Limited) Stadio, the South Africa-based, JSE-listed investment company focussing on post-school education. Our competition team has advised this client in numerous acquisitions in the higher education market over the review period. Each acquisition has required separate merger approvals in South Africa and in Namibia. Our work included advising on Stadio's acquisition of the South African School of Motion Picture Medium & Live Performance Proprietary (AFDA); the Southern Business School Proprietary Limited (SBS); and Milpark Education.
• CDH represented Southern African Power Pool (SAPP), the electrical energy co-operation in Southern Africa, under the auspices of the Southern African Development Community (SADC). The members of SAPP have created a common power grid between their countries and a common market for electricity in the SADC region. Our projects & energy team has been appointed, through a competitive bidding process, as lead legal advisor for the ANNA Transmission Interconnector project, which is expected to link the Namibian and Angolan electricity networks in the north western part of Namibia and the southern part of Angola. This mandate includes feasibility studies; the design of a procurement programme; as well as drafting the Engineer, Procure and Construction (EPC) contract.
• Our team represented SunEQ GmbH, the leading Germany-based energy & natural resources sector player. Our projects & energy team is advising this client in respect of the development, financing, construction, operation and maintenance of a 5MW captive solar PV facility located in Namibia.
• We advised the Keller Group (a major British based ground engineering company listed on the London Stock Exchange) in its R500 million acquisition of the geotechnical contracting business owned and operated by Esorfranki Construction in South Africa, Botswana, the DRC, Ghana, Lesotho, Mauritius, Mozambique, Namibia, Seychelles and Swaziland. Following the closing of the sale transaction, CDH advised on and implemented a BEE share scheme for the new operating company, Franki Geotechnical.
• We advised on the FedEx Corporation acquisition of the courier service business operated by Supaswift, a courier company associated with the JSE listed Bidvest Group, across seven Southern African countries including the establishment of purchasing entities in each country (South Africa, Namibia, Botswana, Zambia, Mozambique, Malawi and Swaziland).
• CDH advised a listed Swedish company in its tender for the South African and Namibian assets of Anglo Zinc, including a full due diligence of such Namibian assets.
• Our team advised a listed French company with regard to its acquisition of certain manganese operations in Namibia.
• Advised Heineken, Diageo plc. and Namibia Breweries on the establishment of their South African Joint Venture.
• Advised Retailability Proprietary Limited on the acquisition of the business conducted under the "Legit" brand out of approximately 216 physical retail stores. (South Africa, Lesotho, Swaziland, Namibia, Botswana and Zambia).
• Advised CCMP Asia on the acquisition of Waco, a company with interests in South Africa, Australia, New Zealand, Namibia and Zimbabwe, at that time being South Africa's largest ever private equity transaction (value R5,4 billion).
• Advised on the sale by Sun International of controlling interests in its assets in various African jurisdictions to Minor Hotel Group and of associated hotel management agreements (Zambia, Namibia, Swaziland, Lesotho and Botswana).
• Advised on the sale by Sun International of remaining interests in its assets in various African jurisdictions to Minor Hotel Group and of associated casino management agreements (Zambia, Namibia, Swaziland, Lesotho, Botswana).
• We acted for United Property Management (Pty) Ltd, a Namibian company, in a matter with Redefine Income Fund Limited, in terms of which (commercially) United Property Management (Pty) Ltd and Redefine Income Fund Limited entered into a property development joint venture (of a Namibian property).
• CDH assisted a leading global project developer in responding to a number of requests for proposals across various jurisdictions (Morocco, Ghana, Namibia, Mauritius, Egypt, South Africa and Zambia), including reviewing and advising on the proposed power purchase agreements, implementation agreements and connection agreements issued.
• We acted for Total regarding the application of several HR and employee policies in South Africa, Swaziland, Namibia, Botswana and Lesotho.
• We dvised MacMillan on 'localising' their HR policies and employment contracts in Botswana and Namibia.
• Assisted and advised Total South Africa (Pty) Ltd in its dealings with the Employment Equity Commission in Namibia