Finance_ Projects and Banking brochure

An overview of our practice

                              EVERYTHING MATTERS
Cliffe Dekker Hofmeyr’s Finance, Projects and Banking practice group’s services and advice cover
all areas of finance law, projects, project finance, general banking, and financial services, including
acquisition finance and debt capital markets. Our team has vast experience in Public Private
Partnerships and we have a dedicated team specialising in corporate insurance and regulatory
aspects surrounding the insurance industry.

On the funding side (general lending and       DEBT CAPITAL MARKETS
project finance), our team advises all the
major banks in South Africa as well as
                                               Bonds, Domestic Medium Term Notes                Securitisation - advising originators, credit
several major international banks that have
                                               (DMTN) and Commercial Paper                      enhancers, rating agencies and others in
representation in South Africa.
                                               Programmes - advising issuers, arrangers         respect of asset backed, synthetic and whole
We are often mandated to advise on banks’      and lead managers in relation to Stand-          business securitisation transactions.
lending arrangements and compliance with       alone Bond and Note issues, as well as in
the country’s banking and financial services   relation to the establishment of DMTN and        Preference Shares and other Debt
regulatory framework. Our mandate for          Commercial Paper Programmes, the issue           Instruments- advising arrangers and issuers
foreign banks at times extends to advising     and listing of Bonds and other types of          in relation to the establishment and terms
on the establishment of representative         Notes and Commercial Paper under such            of issue of listed and unlisted preference
offices in South Africa, investment in local   Programmes on the Bond Market of the             shares, debentures, linked units, notes and
banks and related aspects of the regulatory    JSE Limited. The practice also attends to        other forms of debt instruments.
framework.                                     the updating of these Progammes from time
Our clients range from local and               to time and has structured the issue of retail
off-shore financiers to major corporations     notes under such Programmes.
that enter into local and off-shore finance

We also advise borrowers from the public       FINANCE AND BANKING
and private sector and many financial
services providers and other organisations     Asset Finance - advising on the finance          Project Finance - advising lenders, project
that have direct and indirect interests in     for aircraft, plant, rolling stock and other     sponsors and other project participants on
lending arrangements. These organisations      major assets.                                    the structuring and implementation of
include asset managers, developmental                                                           infrastructure, energy, property and mining
finance institutions, private equity funds,    Commodities Trading Finance - advising           projects and development ventures financed
insurance underwriters, rating agencies,       on ownership versus loan structures,             through project finance, including in relation
security trusts and guarantors.                collateral management structures,                to Public Private Partnerships (PPPs).
                                               input finance/ contract growing, silo
From an insurance perspective, our clients
                                               certificate/warehouse receipt financing          Public Finance - advising lenders and
range from various local long-term and
                                               and mill door structures.                        public sector entities in relation to the
short-term insurers to off-shore entities
                                                                                                acquisition and financing of infrastructure.
wishing to enter the South African
                                               Corporate Finance - advising on the
insurance sector.
                                               financing of mergers and acquisitions,           Real Estate Finance - advising on property
                                               preference share and debenture issues,           loan-stock, portfolio financing and security
                                               structured and leveraged buy-outs, joint-        structures as well as other property finance
                                               venture finance and other forms of equity        transactions.

1 l     Finance, Projects and Banking
Other Bank Lending - advising on and           Bank Regulation and Compliance -               Debt Restructuring and Workouts -
drafting loan security agreements and other    advising on all aspects of the Banks Act,      advising on and drafting documents in
documentation in respect of all forms of       1990 and related primary and secondary         respect of all types of debt restructuring
bank lending, including secured and            legislation, compliance with the regulatory    and/or financial recovery programmes,
unsecured, syndicated lending, cross-border    framework specific to shareholding             including workouts involving banking
lending and private equity lending.            requirements, branch establishment,            consortia.
                                               operation and capital requirements and
Bank Products and Services - advising          merger controls as well as exchange            Islamic Financing - Our Islamic financing
on electronic banking products and services,   control issues.                                experts have a genuine grasp of Islamic
credit products, documentary letters of                                                       law and Shari’ah.
credit, guarantees, bonds, commercial paper,
cheques and other negotiable instruments
and bills of exchange.


Insurance Law - advising insurers,             Transfers and Substitution Transactions        Specialised Insurance Product
reinsurers and financial services providers    -advising on transfers and substitutions of    Development - advising on the structuring
and intermediaries on issues relating to the   insurance companies in the long-term and       of bancassurance products, cell captive
Long-term Insurance Act, 1998; the Short-      short-term insurance industry, as well as      arrangements, group scheme structuring
term Insurance Act, 1998; and the Financial    sale of administration businesses and          and interaction with administrators, brokers
Advisory and Intermediary Services Act,        switching of group schemes in line with        and intermediaries, and administrative and
2002. We also advise in relation to pension    legislation. We also advise in regard to the   discretionary financial services providers.
fund and provident fund products as well       demutualisation and restructuring of long-
as medical scheme benefits and services.       term insurers.                                 Advising in relation to commission
                                                                                              payments and linked investment products.
Asset Spread and Allocations - advising        Regulatory Advice - formal notifications
on asset allocation, capital adequacy          to and dealings with the Registrar of Long-    Advising and assisting in the structuring of
requirements and financial soundness           term and Short-term Insurance, the             insurance products to deal effectively with
requirements of long-term and short-term       Insurance Ombudsman and FAIS                   post retirement medical scheme benefit
insurers.                                      Ombudsman and regular interactions             obligations of employers towards their
                                               with the Financial Services Board.             employees, and insurance products issued
                                                                                              to pension funds and provident funds.

                                                                                              2 l     Finance, Projects and Banking

Hedge Funds and Collective Investment            Insurance and Retirement Funds -               Act, 2005 and anti-money laundering
Schemes - advising on the establishment          advising on all aspects of insurance law       legislation) and making submissions to the
and operation hedge funds and collective         and drafting of insurance policies, advising   industry regulator on behalf of clients.
investment schemes, as well as the               on pension and provident fund rules and
structuring of new products.                     the legislation applicable to administrators   Securities Lending - advising on and
                                                 and trustees.                                  drafting various types of securities lending
Derivatives - advising on the conclusion                                                        arrangements, including arrangements using
of and documentation in respect of               Financial Markets and Financial Service        ISLA Master Agreements.
exchange-traded and other derivatives            Regulation - advising on all aspects of
(including futures, options and swaps) using     primary and secondary legislation governing    Safe Custody and Administration of
ISDA Master Agreements, as well as over-         financial markets and financial services       Securities - advising on and drafting
the-counter derivatives.                         (including the Securities Service Act, 2004,   agreements and other documentation
                                                 Financial Advisory and Intermediary            required in respect of safe custody
                                                 Services Act, 2002, the National Credit        arrangements.


Our Finance, Projects and Banking practice       Energy - we have strong energy credentials.    financing including carbon credit financing,
has considerable experience and expertise        Members of our team have advised on coal       plant and equipment procurement,
in Public Private Partnerships (PPPs),           and gas fired, wind, hydro-electric and co-    empowerment and social investment
energy, infrastructure and project finance.      generation power stations across the African   policies, cross-border trade, competition
                                                 continent, including in South Africa,          issues, employment law and tax, including
PPPs - our PPP experience cuts across all        Namibia, Mozambique, Lesotho, Zimbabwe         customs and excise.
the key sectors and includes defence,            and Kenya.
transport (rail, road and pipelines),                                                           Infrastructure and Project Finance -
accommodation, prisons, hospitals and fleet      Our experience includes advising project       we have advised in relation to toll roads,
PPPs in South and Southern Africa. We            participants in all aspects of the energy      prisons, ports, aluminium smelters and steel
were recently appointed by the National          value chain for all types of generating        mills, mines and commercial property. We
Treasury to draft the PPP Accommodation          schemes including renewables pertaining        are supported by the mining-specific project
Toolkit, attesting to our reputation in the      to regulatory compliance, environmental,       financing and the Export Credit Agency
South African projects market as being a         licensing, project structuring, project        financing capability of other lawyers in
leader in our field.                             specific agreements, equity and debt           the practice.


The firm's Tax team supports our Finance,
Projects and Banking practice group with
advice in the areas of tax relating to finance
and financial services finance.

3 l     Finance, Projects and Banking

Chambers Global - Guide to the                   Claire Barclay, Joz Coetzer, Craig             He specialises in finance and security
World’s Leading Business Law Firms               Whitley, Kieran Whyte and Deon Wilken          structures, which would include asset,
                                                 receive high praise for Banking and Project    project and infrastructure funding as well
'Cliffe Dekker Hofmeyr remains a go-to           Finance work.                                  as general finance."
firm for debt capital markets and debt
restructuring work, where it provides            Claire Barclay is working on a number of       Adnaan Kariem is endorsed as a leading
"excellent and solid advice".                    Public-Private Partnership (PPPs) road         individual in Banking and Finance.'
                                                 projects and one PPP navy project.
Clients sing the praises of this "exceptional"                                                  Who's Who Legal - The International
                                                 Joz Coetzer is highly regarded for his level   Who's Who of Public Procurement
team: "They are very sensitive to a
                                                 of commitment on transactions. "If I pick      Lawyers, 2009 and 2010
company's business requirements, and
                                                 up the phone and tell him I need him, he       Claire Barclay and Kieran Whyte have
always structure a deal in accordance with
                                                 will make himself available at the drop of     been selected as being among 240 of the
them". Clients appreciate the level of
                                                 a hat," says a client. Another says: "We       world's leading Public Procurement lawyers.
dedication they receive from these
                                                 dropped a firm because they were not doing
"excellent" banking and finance lawyers:
                                                 a good job, so I called Joz and said 'we       Legal 500 Europe, Middle East & Africa
"They give all their attention to the deal
                                                 need you', and he was here first thing in      Series, 2010
and the client". Interviewees also
                                                 the morning."
commended the team's commercial
approach to deals.                                                                              Projects and Infrastructure - Tier 1
                                                 Joz Coetzer and Deon Wilken are
                                                 particularly impressive; they are readily      'Cliffe Dekker Hofmeyr's connections to
Clients applaud the lawyers "quick
                                                 available to assist at short notice."          government and public sector institutions
turnaround time" and praise them for being
"always in tune with their clients' policies                                                    in South Africa and across the continent
                                                 Craig Whitley is "hard working and very
and clauses."                                                                                   have served it well in recent years,
                                                 efficient in everything that he does. He is
                                                                                                particularly in terms of PPP instructions.
                                                 committed and he is a team player."
Craig Whitley impresses: "He understands
the needs of his clients and follows through                                                    Kieran Whyte is recommended for
                                                 "Here is a good firm that can do the
- for a younger lawyer, he has a lot of                                                         power projects.'
                                                 business", said one of the firm's rivals.
seniority." Clients identify the "brilliant"     "They do not look at you as a client: they
                                                                                                Banking and Finance
'Craig Whitley as "diligent, commercial          come in and want to be a part of your team,"
and practical."                                  says one client.'                              'Clients have "great confidence" in the
                                                                                                abilities of Cliffe Dekker Hofmeyr thanks
'The "remarkable" Joz Coetzer impresses          Practical Law Company - PLC Which
                                                                                                to its excellent track record in the banking
sources with his technical knowledge and         Lawyer? 2010
                                                                                                and finance sector.
business acumen: "He places weight on
developing strong client relationships and       Leading SA law firm in Capital Markets:
                                                 Debt and Equity.                               Joz Coetzer has an excellent reputation.'
so is finely tuned to the needs and desires
of the client."                                                                                 ACQ Finance 2009 Law Awards
                                                 Joz Coetzer is recognised as a leading
                                                 lawyer in this field. "He has a wealth of      Public Procurement Law Firm of the
'Deon Wilken is well regarded for his
                                                 experience advising top international banks    Year - Africa.
"high level of skill, quick turnaround time
                                                 and companies on debt capital markets,
and commercial approach".'
                                                 securitisations and derivatives."              Finance Monthly Law Awards
                                                                                                for Achievement, 2010
IFLR1000 - Guide to the World’s
                                                 'Joz Coetzer is endorsed for Banking and       PPP Law Firm of the Year
Leading Financial Law Firms
                                                 Finance in which he has "vast experience       Energy Law Firm of the Year
                                                 in the area of finance (debt and equity),
'Joz Coetzer, Deon Wilken and Kieran
                                                 general banking (operational and               DealMakers Annual Awards 2010
Whyte are recognised as leading lawyers
                                                 regulatory) and financial services.            Public Procurement Law Firm of theYear
in Capital Markets.

                                                                                    3 l Technology, Media and Telecommunications
                                                                                            4 l Finance, Projects and Banking

At Cliffe Dekker Hofmeyr, we offer our       Our global reach - Our exclusive alliance        Full Service business solutions - Our legal
clients the advantage of one law firm        with global legal services organisation,         advice covers the complete spectrum of
with the depth of resources, capabilities    DLA Piper, extends our reach on behalf of        business legal needs, which we provide
and experience to support their day to day   our clients to the major business centres        through 11 core Practice Groups and sector

business needs and long term strategies.     around the world.                                teams that comprise specialist lawyers with
                                                                                              a wealth of experience in a wide range of

We are one South Africa’s leading                                                             industries.
                                             Our Africa practice - DLA Piper's Africa
commercial law firms and have a strong       practice is unrivalled in terms of pan-African
                                                                                              Our value creating approach -
national presence in Johannesburg            legal services and geographical coverage.
                                                                                              At Cliffe Dekker Hofmeyr, we believe
and Cape Town.                               As the Africa Group firm in South Africa,
                                                                                              in partnerships.
                                             we are able to offer our clients a genuine
                                             knowledge based service at locally
                                                                                              Our clients can depend on our partner-led
                                             competitive rates.
                                                                                              approach, which ensures the right level
                                                                                              of experience and efficiency to deliver
                                                                                              a pragmatic and commercially focused
                                                                                              solution to each matter. We are totally
                                                                                              committed to our clients, every step of
                                                                                              the way.

                                                                                              We prioritise efficiency. We value
                                                                                              knowledge. We emphasise sharing,
                                                                                              applying and managing our considerable
                                                                                              knowledge assets for the benefit of our
                                                                                              clients through continuous training and
                                                                                              skills transfer.

                                                                                              'Everything matters' also describes our
                                                                                              commitment to give back to our local
                                                                                              communities through volunteer and
                                                                                              pro bono work.

5 l    Finance, Projects and Banking
CONTACT US                         If you would like more information on the services we offer in Finance, Projects
                                   and Banking, please contact:

   Joz Coetzer                                 Jackie Pennington                                 Nathisha Maharaj
   Director                                    Director                                          Senior Associate
   National Practice Head                      T +27 (0)11 562 1131                              T +27 (0)11 562 1196
   Finance, Projects & Banking                 E                    E
   T +27 (0)11 562 1500

   Jerome Veldsman                             Ludwig Smith                                     Mike Mclaren
   Director                                    Director                                         Senior Associate
   Regional Practice Head                      T +27 (0)11 562 1103                             T +27 (0)11 562 1197
   Finance, Projects & Banking                 E                        E
   T +27 (0)21 405 6035

   Claire Barclay                              Deon Wilken                                      Muhammed Ahmed Bobat
   Director                                    Director                                         Associate
   T +27 (0)11 562 1154                        T +27 (0)11 562 1096                             T +27 (0)21 481 6496
   E                 E                         E

   Stephen Gie                                 Craig Whitley                                     Kerry-Lee Carew
   Director                                    Director                                          Associate
   T +27 (0)21 405 6051                        T +27 (0)11 562 1095                              T +27 (0)11 562 1193
   E                    E                        E

   Deon Govender                               Kieran Whyte                                     Emma Dempster
   Director                                    Director                                         Associate
   T +27 (0)11 562 1059                        T +27 (0)11 562 1132                             T +27 (0)11 562 1194
   E                  E                        E

   Adnaan Kariem                               Preshan Singh Dhulam                             Phetole Modika
   Director                                    Senior Associate                                 Associate
   T +27 (0)21 405 6102                        T +27 (0)11 562 1192                             T +27 (0)11 562 1190
   E                  E                       E

   Badian Maasdorp                             Roelf Horn                                       Gillian Wildey
   Director                                    Senior Associate                                 Associate
   T +27 (0)11 562 1777                        T +27 (0)21 405 6036                             T +27 (0)11 562 1191
   E                E                          E

   Mashudu Junior Mphafudi                     Anli Koen
   Director                                    Senior Associate
   T +27 (0)11 562 1093                        T +27 (0)11 562 1198
   E               E

                                                                                6 l   Finance, Projects and Banking

1 Protea Place Sandton Johannesburg 2196, Private Bag X40 Benmore 2010 South Africa,
Dx 154 Randburg and Dx 42 Johannesburg
T +27 (0)11 562 1000 F +27 (0)11 562 1111 E

11 Buitengracht Street Cape Town 8001, PO Box 695 Cape Town 8000 South Africa, Dx 5 Cape Town
T +27 (0)21 481 6300 F +27 (0)21 481 6388 E

5th floor Protea Place Protea Road Claremont 7708, PO Box 23110 Claremont 7735 South Africa
Dx 5 Cape Town
T +27 (0)21 683 2621 F +27 (0)21 671 9740 E

                                                                                                Cliffe Dekker Hofmeyr is a member of DLA Piper Group,
                                                                                                                             an alliance of legal practices