Finance, Projects & Banking

Cliffe Dekker's Finance, Projects and Banking practice is ranked in the top tier as a leading SA law firm in Chambers Global 2008 and the Legal 500 EMEA series - South Africa 2007. The Practical Law Company (PLC) ranks our Capital Markets & Debt Equity practice as the Leading practice in SA in the latest, 2008 edition of PLC Which Lawyer?

Our Finance, Projects and Banking team serves as legal counsel to South Africa's major banking groups and a number of the major international banks.

We are often mandated to advise on banks' lending arrangements and compliance with the country's banking and financial services regulatory framework. Our mandate for foreign banks at times extends to advising on the establishment of representative offices in South Africa and related aspects of the regulatory framework.

We also advise borrowers from the public and private sector, and many financial services providers and other organisations that have direct and indirect interests in lending arrangements. These organisations include asset managers, developmental finance institutions, private equity funds, insurance underwriters, rating agencies, security trusts and guarantors.

Some recent examples of our work

• Advising a major South African bank on the establishment of a ZAR6 billion Domestic Medium Term Note Programme for the largest municipality in South Africa

• Advising the lender in relation to the financing of an equity stake by a BEE shareholder in a ZAR1.36 billion platinum group metals (PGM) mining joint venture of two PGM mining majors

• Advising the Development Bank of Southern Africa regarding the establishment of a BEE finance and capacity building product for Public Private Partnerships (PPPs). The product will be piloted in relation to the South African Department of Foreign Affairs office accommodation PPP

• Advising Transnet on the financing of its coal line and ore line locomotives, as well as port equipment, the value of which exceeded ZAR7 billion

• Advising The Standard Bank of South Africa in respect of the issue of a retail deposit note, the first of its kind in the country

• Advising the lenders regarding the financing of the multi million US Dollar development of Eden Island, a private island just off the coast of Mahé, Seychelles. The development entailed significant land reclamation, followed by the establishment of a 40 hectare residential development (comprising 450 freehold apartments and luxury villas with individual moorings), a commercial marina and the Island's harbour berth

• Advising a major emerging market bank in relation to its agricultural commodities finance products and the financing of agricultural commodity trades utilising such products in a number of jurisdictions across the African continent

Our experience and expertise extends to all areas of finance law. We offer advice in the following areas:

Finance and Banking Law

• Asset Finance -
  advising on the finance for aircraft, plant and other major assets

• Commodities Trading -
  advising on ownership versus loan structures, collateral management structures, Input finance / contract growing, Silo certificate / warehouse receipt financing and Milldoor structures

• Corporate Finance -
  advising on the financing of mergers and acquisitions, preference share issues, structured and leveraged buy-outs, joint-venture finance and other forms of equity funding

• Project Finance -
  advising lenders, project sponsors and other project participants on the structuring and implementation of infrastructure and mining projects and development ventures financed through project finance, including Public Private Partnerships

• Public Finance -
  advising lenders and public sector entities on the acquisition and financing of assets, the regulatory framework relating to the financing of capital expenditure under inter alia the Public Finance Management Act, 1999 and the Local Government: Municipal Finance Management Act, 2003

• Real Estate Finance -
  advising on property loan-stock portfolio financing and security structures, and other property finance transactions

• Bank Lending -
  advising on and drafting loan security agreements and other documents for all forms of bank lending, including secured and unsecured, syndicated lending, cross-boarder lending and private equity lending

• Bank Products and Services -
  advising on electronic banking products and services, credit products, documentary letters of credit, guarantees, bonds, commercial paper, cheques and other negotiable instruments and bills of exchange

• Bank Regulation and Compliance -
  advising on all aspects of the Banks Act, 1990 and related primary and secondary legislation, compliance with the regulatory framework specific to shareholding requirements, branch establishment, operation and capital requirements and merger controls as well as exchange control issues

• Debt Restructuring and Workouts -
  advising on and drafting documents for all types of debt restructuring and/or financial recovery programmes, including workouts involving banking consortia with and without the use of a security SPV

Debt Capital Markets

• Securitisation -
  advising originators, credit enhancers, rating agencies and others in respect of asset backed, synthetic and whole business securitisation transactions

• Bonds, Domestic Medium Term Notes and Commercial Paper Programmes -
  advising issuers, arrangers and lead managers regarding: Stand-alone Bond and Note issues; the establishment of Domestic Medium Term Note and Commercial Paper Programmes; and the issue and listing of Bonds and other types of Notes and Commercial Paper under such Programmes on the JSE and the Bond Exchange of South Africa (BESA). We have also attended to the updating of these Progammes from time to time and procured the setting up and issue of retail notes under such Programmes

• Preference Shares and Debenture Issues -
  advising arrangers and issuers in relation to the establishment and terms of issue of listed and unlisted preference shares, debentures, linked units and other forms of debt instruments

Financial Service Law

• Hedge Funds and Collective Investment Schemes -
  advising on the establishment and operation of hedge funds and collective investment schemes, as well as the structuring of new products

• Derivatives -
  advising on the conclusion of and documentation in respect of exchange-traded derivatives (including futures, options and swaps) using ISDA Master Agreements, as well as over-the-counter derivatives

• Insurance and Retirement Funds -
  advising on all aspects of insurance law and drafting of insurance policies, advising pension and provident fund administrators and trustees

• Financial Markets and Financial Service Regulation -
  advising on all aspects of primary and secondary legislation governing financial markets and financial services (including the Securities Service Act, 2004, Financial Advisory and Intermediary Services Act, 2002, the National Credit Act, 2005 and anti-money-laundering legislation) and making submissions to the industry regulator on behalf of clients

• Safe Custody and Administration of Securities -
  advising on and drafting agreements and other documentation required in respect of safe custody arrangements

• Securities Lending -
  advising on and drafting various types of securities lending arrangements, including arrangements using ISLA Master Agreements

Dispute Resolution: Litigation and Arbitration

• When disputes arise in banking and finance matters, we are able to call on the support of Cliffe Dekker's dispute resolution team. They provide sound legal strategy designed to produce effective and lasting solutions and, where required, assist clients at various litigation and arbitration forums.

What others say about us

Chambers Global 2007

Cliffe Dekker's banking and finance practice has made the top tier in this year's accolades, ranked among only four of SA's top firms in this field. Chambers says: "This 'first-class' banking and finance team has become distinctly more visible in the industry thanks to its 'unrivalled expertise.' Clients appreciate the firm's 'understanding of the country's financial services market'."

Joz Coetzer is "noted for his 'pragmatic approach, commercial mind and technical solidity. He is always helpful in finding solutions to complex legal issues." Hans Evenhuis is "admired for his 'excellent people skills'. One interviewee noted his dexterity in transactional settings." Up-and-comer Deon Wilken "impresses with his 'full commitment to the matter and the client'. One client noted he is 'bright, able and technically strong'."

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