Our Johannesburg practice

Our Johannesburg practice2021

Contents

32 Hogan Lovells Our Johannesburg Practice

About Us

Top numbers

Why choose Hogan Lovells

Our Johannesburg office is fully aligned and integrated with our global practiceWith a focus on corporate, finance and natural resources, this office specialises in providing end-to-end legal support on transactions to ensure that our clients get the deal done.

Working closely with our global teams across hub offices in London, Paris, Dubai, Beijing, Washington, New York and Tokyo, we advise large domestic, regional, and multinational clients on cross-border matters as well as doing business in South Africa and the wider African continent.We have a strong and diverse client base, ranging from domestic and unlisted corporates and subsidiaries of international corporates across various sectors such as FMCG, natural resources, energy and infrastructure, heavy industry, pharmaceuticals, automotive, aviation and financial services.

Our office in Johannesburg provides us with an excellent platform to advise clients that have operations and work in both South Africa and sub-Saharan Africa more generally.

• Deep understanding of your issues

• Straight talking and practical problem solving

• Strong relationships and a collaborative approach

5Our Johannesburg Practice4 Hogan Lovells

Our values

Our five values are a fundamental part of who we are: they reflect the principle by which we conduct ourselves, shaping what we do and how we do it. They are also real and reflect the ethos of our legacy firms.

• Clients come first: Our aim is to satisfy our clients through a deep understanding of their needs, their businesses, and their industries, and by providing excellent, responsive, and innovative service.

• Excellence in all we do: We combine technical excellence in our work with a business-oriented approach, the highest level of integrity, and a focus on solutions.

• One team worldwide: We act as an integrated team across our entire firm worldwide, working together in an atmosphere of mutual respect, collegiality, and friendliness.

• Commitment to our firm’s success: We put intense effort into our work and actively look for ways to deliver the best results for our clients and so for our firm.

• Good citizenship: We embrace our responsibility to give back to our communities through pro bono and community service work and we are committed to a diverse workforce that is inclusive and welcoming.

Agility and responsiveness

Premium quality advice and experience

Creative and effective

approach to solving

complex problems

Extensive and integrated

cross-border capabilities

Partner-led commitment to excellence

in client service and

relationships

Outstanding quality

Uncompromising commitment


Why us: A clear choiceWhy us: A clear choice Clear vision Innovative

Market recognition

Our culture

Good citizenship

We offer

9Our Johannesburg Practice8 Hogan Lovells

Monterrey

Miami

New York

Colorado Springs

Los Angeles

San Francisco

BostonMinneapolis

Baltimore

Washington, D.C.

Houston

Mexico City

Northern Virginia

PhiladelphiaSilicon Valley

São Paulo

Perth

Jakarta*

Singapore

Hanoi

Shanghai

Shanghai FTZ*

Ho Chi Minh City

Hong Kong

Tokyo

SydneyRio de Janeiro

Birmingham

London

Madrid

Alicante

Paris

Brussels

Amsterdam

Luxembourg

Munich

Frankfurt

Dusseldorf

Hamburg

Milan

Rome

Zagreb*

Warsaw

Dubai

Johannesburg

Beijing

Moscow

Budapest* Ulaanbaatar*Denver

*Our associated offices

Global footprint, local presence


Areas of expertise

Corporate

Banking and Finance

Litigation, Labour and Dispute Resolution

Mining


Corporate

With a team of more than 2700 lawyers based in the world’s financial centres, we can work closely with you to deliver on your strategic cross-border and domestic transactions.

In addition to our global capability, the Johannesburg team has experience in advising:• public companies• private companies• private funds and investors• investment banks• financial institutions• public benefit organisations

We understand that the sectors you work in are highly regulated. Our team will work collaboratively with you to understand your business and to provide a responsive service that will meet your strategic and regulatory needs while managing associated risks.

Mergers and acquisitionsOur team has advised on some of the more significant M&A and corporate finance transactions in South Africa. We provide advice at every stage of the transaction including pre-transaction preparation, advice on strategy, conducting legal due

diligence, tax structuring and negotiation, and drafting and finalisation of all agreements and corporate finance-related documentation needed to conclude the transaction successfully.

• Advising Daimler Group on the global reorganisation of its worldwide business into three divisions: Mercedes-Benz Cars & Vans, Daimler Trucks & Buses and Daimler Mobility.

• Acted for Hulett Packard BEE transaction.

• Advised South32 Coal BEE transaction with Phembani.

• Advised Amazon on the commercial and Broad-Based Economic Empowerment aspects as Amazon rolls out cloud services in South Africa.

• Advised Safair on a BEE restructure.

• Advised Marubeni’s purchase of large SA asset via scheme of arrangement.

• Assisted Levi Strauss in reacquiring its South African business from franchisee Bounty Brands, following which Levi Strauss’ South African operations are fully owned and operated within the group.

• Assisted ATC African Travel Concept to establish a lodge in South Africa.

• Advised on South African leg of BHP Billiton unbundling of South32.

• Advised Clorox on regulatory issues and BEE in South Africa.

• Advised Bayer on the disposal of South African cotton business.

• Acted for South32 in respect of its disposal of its Bayside casthouse operations to a consortium (which included Hulamin).

• Assisted Ferrochrome in disposing of non-core assets.

• Advised Panavision & Panalux on BEE restructuring.

• Advised FedEx Corporation in its entry into the African market.

• Acted for Solenta/Fastjet in all aspects of African operations.

• Advised Safair for last decade, includingon its commencement of a commercial airline.

What the team is known for: Continues to solidify its position in the corporate market, regularly representing international clients looking to invest and establish operations in the country. Industry expertise cuts across sectors including manufacturing, telecoms, agriculture and healthcare. Noted for its strong track record advising private equity houses.

Top ranked in Chambers Global

– Chambers Global

“

“• private equity transactions• corporate restructuring and unbundlings• equity capital and debt capital markets• mergers and acquisitions• joint ventures• take-overs• management buy-outs• schemes of arrangement

• due diligence investigations (corporate,corporate governance, commercial, tax, labour, statutory and regulatory)

• all aspects of black economic empowerment transactions, statutory and regulatory advice for both listed and unlisted companies including exchange control, competition and listings requirements of the JSE Limited.

Our knowledge and expertise include:

A selection of our Corporate M&A experience includes:

14 Hogan Lovells 15Our Johannesburg Practice

A selection of our Banking and Finance experience includes:• Advised Nedbank Limited on a ZAR1,85bn borrowing

base facility with Puma Energy across South Africa and Namibia; named as Local Currency Loan Deal of the Year for the Bonds, Loans & Sukuk Africa conference in 2020.

• Advised the African Development Bank, Credit Suisse AG and the Industrial and Commercial Bank of China Limited as arrangers on the long term US$600 million syndicated receivables-backed term loan with Ghana Cocoa Board (COCOBOD) to boost cocoa productivity in Ghana.

• Advised a South African bank in relation to their first cross-border property finance transaction in Africa for the construction of industrial and commercial facilities in Kenya.

• Advised a South African bank on a hotel refinancing in North Africa.

• Advised a mining house on the review and redrafting of their template South African law governed coal purchase and coal sales agreements.

• Advised Allied Gold Corp, with our M&A team, on the acquisition of the Bonikro Gold Mine located in Cote d”Ivoire.

• Advised Barak Fund SPC Limited on term and mezzanine financing for Genser Energy for the expansion of existing power plants and the construction of over 170km of natural gas pipelines in Ghana.

• Advised a large automotive manufacturer in South Africa on local governance issues.

• Advised various South African and international financial institutions on the regulation of financial products and financial services in South Africa.

• Advised a multinational computer technology company on South African financial regulatory queries.

• Advised a Dutch bank in relation to a secured metals warehouse facility.

• Advised a debt fund on the restructuring of its secured facilities with a metals trader in business rescue plan.

• Advised lenders in relation to their secured facilities with a Singapore headquartered trader entering into a scheme of arrangement.

• Advised a Foundation, operated and funded by a European bank, on public benefit funding for a South African youth employment accelerator.

• Advised a Foundation, operated and funded by a European bank, on social equity investments to be used to fund education centres across West Africa.

• Advised a US Foundation on compliance with South African data protection legislation.

• Advised a South African youth development agency on memorandums of understanding with universities and departments of education on training programmes to reduce youth risk behaviour, improve education and create opportunities for unemployed youth.

Banking and Finance

Whether you are considering a new financing, refinancing options, or a restructuring, our banking lawyers positioned around the world function as an integrated team to anticipate your needs and those of your financing. We advise on innovative lending transactions, bank products, credit products, deal structures, and on all types of secured transactions to meet your goals. And we ensure that all banking matters we work on benefit from the firm’s deep industry sector knowledge and experience.

Advising you globally

Our South African banking team has unparalleled experience in advising on a wide range of financing products and issues including: restructurings, financial regulations and compliance issues, legal due diligence, leveraged and acquisition finance, project finance, funds lending, real estate finance, asset finance, syndicated lending, trade and commodity finance and (with our UAE team) Islamic finance.We have an exceptional track record in representing both borrowers and lenders. Our borrower clients operate in a remarkably broad

range of industries, including heavily regulated sectors from finance, mining, energy and natural resources to logistics and infrastructure. Our lender clients include commercial banks, development finance institutions, multilateral institutions, insurance companies and funds.We are committing to giving back, providing free legal services to people who need it most. We work together to bring about change, with the banking team advising social entrepreneurs who are tackling society’s biggest problems and donating legal skills to help other underserved populations.

In Africa, our focus is on cross-border transactional finance. We embrace challenges that are unique to Africa and have a track record of developing innovative and practical solutions. We’re able to assist African corporates looking to invest outside the continent or obtain a listing on one of the major international markets. We also assist clients based inside and outside of Africa with their investment activities within the continent.

Advising you in Africa


– Chambers Global, 2020

“This compact team is well seen in the South African market ranked in Chambers and recognized by Best Lawyers. It operates an active trade finance practice acting on cross-border matters across Africa and outside the continent, with the strength of its worldwide network to draw upon. Additionally, they are active on the full spectrum of financing transactions, with increased focus on refinancing and financial regulations. Represents clients in a range of sectors including health, telecoms and transport, advising them as borrowers’ counsel.

– Chambers Africa-wide – Banking & Finance

– Chambers Global

“

Clients acknowledge that the group is “very good and always delivers, “and also appreciate the firm’s “very knowledgeable” practitioners and their ability to “think outside the box.

Clients describe the South African team as ‘really solution-oriented’ and ‘very pleasant and approachable’ frequently overseeing multi-jurisdictional transactions.

Top ranked in Chambers Global and Chambers Africa-wide

Market recognition• Acting for Afreximbank on a syndicated loan financing

to Smile Communications to finance their mobile telecoms business in Nigeria, Tanzania, Uganda and the DRC.

• Advised Standard Bank on secured facilities with a multinational company for tobacco production and trading across Malawi, Zimbabwe and South Africa.

• Advised the African Development Bank (as administrator of the Africa Fertilizer Financing Mechanism) in relation to two credit guarantees granted to African Fertilizer and Agribusiness Partnership (AFAP).

• Advised a syndicate of lenders on a pan-African commodities financing, implementing security interests in DRC, Mauritius, Singapore, South Africa, Tanzania, Zambia and Zimbabwe.

18 19Our Johannesburg PracticeHogan Lovells

Litigation, Labour and Dispute Resolution

When a dispute arises, your business risks losing control. It’s vitally important to get on top of the problem quickly, to understand your options and to implement the best strategy for achieving your commercial objectives within your budget and an appropriate timescale. In order to do this, you need high-quality commercial advice on your legal rights and on the best way forward.

Our commercial litigation group is at the heart of our dispute management capability. We advise on and have secured successful outcomes in disputes covering a broad spectrum of commercial activity. Our team consists of highly qualified and experienced lawyers, who are able to handle any litigation, no matter how large or how complex, in South Africa and internationally.The members of our team have expertise in all areas of commercial law. We provide litigation services to a broad blue-chip client base of corporate clients, banks,

financial institutions, insurers, reinsurers, pension funds, mining enterprises and state authorities in all areas of law.The members of our team have experience in labour law. We currently advise multi-nationals and local corporate clients in respect of high profile and sensitive labour disputes.Although litigation is the best known method of reaching a result, it’s not always the most effective way of resolving a dispute. With this in mind, we’re skilled in all forms of dispute management including alternative dispute resolution.

Alternative dispute resolutionWe strive to pursue the most effective means of resolving disputes for our clients. Our litigation team has extensive experience in, among others, the following alternative dispute resolution methods:

MediationA neutral third party is appointed by agreement between the parties to seek and resolve a dispute in a quick and cost-effective manner. The process is informal and confidential, but the mediator cannot make a binding ruling. Often contracts stipulate that the mediator’s decision is enforceable as a contractual obligation. Mediation is a process of seeking to help parties achieve a mutually acceptable outcome. It’s sometimes referred to as adjudication.

ArbitrationParties submit their dispute to a neutral third party or parties (a tribunal) for determination. The decision of the arbitrator/s is binding and, unless otherwise agreed, will be final. Arbitration can be voluntary or mandatory and is imposed in certain consumer or employee contracts. Arbitrations conducted in terms of a written arbitration agreement are governed by the Arbitration Act. Our team has expertise in all the major sets of arbitration rules, and we would suggest obtaining input on the set of rules to be utilised before agreeing thereon.


Mining

We recognise that in the dynamic mining, regulatory, energy and natural resources environment, a unique service offering is required from a team that understands the industry, the law and the people. Our mining and regulatory team is ideally positioned to assist you in successfully managing the demands and challenges of this sector.Our practitioners have an in-depth knowledge of the mining and related sectors, such as construction and engineering; knowledge that we’ve acquired over many years of partnership with our clients. Our strength lies in our diversity and experience, and our ability to provide seamless, integrated, practical advice.

Health and safetyOur team includes health and safety practitioners within the mining, construction and engineering industries. We offer advice in relation to compliance with health and safety laws, implementation of appropriate structures in support of the legislation, drafting of letters of appointment, codes of practice, standards, procedures and instructions, representation at investigations and inquiries, compliance training, compliance auditing, and

representation at inquests and criminal trials, which may flow from incidents and accidents. We can help you address regulatory intervention and responses to compliance and other notices.

EnvironmentalCompliance with environmental laws is becoming increasingly complex. As a result, most mining projects require various authorisations, permits, licences or exemptions before any activities may commence. Our team can assist you with advice on the applicable legislation, preparing applications, and facilitating interaction with the regulators to expedite the process. We also have extensive experience in respect of practical implementation and policy development.

• Advised Allied Gold on the acquisition of the Sadiola Mine in Senegal with a deal value of $105m.

• Advised on significant environmental liabilities associated with the sale of Duferco Vanadium’s South African Operations to Bushveld Vanadium with a value of $50m.

• Advised Dilokong Chrome Mine in respect of its technical and legal separation of its operations from ASAMetals (Pty) Ltd (in business rescue) where the two operations were conducted on the same geographic area and had common regulatory approvals.

• Representing a mining client, based on his sound working knowledge of mining practices and principles particularly related to hard rock mining and the rock engineering principles peculiar to falls of ground, in respect of the investigations into a major fall of ground disaster, which resulted in multiple fatalities.

• Successfully assisting clients in appealing against the issuing of section 54 instructions to halt mining operations as well as instructions issued in terms of section 55 of the Mine Health and Safety Act.

• Advising junior coal exporters in respect of their entitlement to export coal and acting for the former administrator of coal export allocations.

• Representing a major coal producer for the past seven years in respect of disputes arising from coal take-off agreements.

• Representing clients in the Ferrochrome industry in respect of disputes arising from take-off and supply agreements.

• Advising mining clients in respect of environmental compliance and representing ferrochrome and steel producers in discussions and representations with the Department of Mineral Resources, the Department of Water Affairs and the Department of Environmental Affairs and repeatedly successfully averting closure of mining operations, where appropriate.

• Advising a mining client in respect of blasting practices in respect of open cast operations in close proximity to community settlements and interacting and liaising with the DMR on behalf of his client to negotiate a successful resolution of the issues.

• Advising mining client in respect of the restructuring of its mining and smelter operations to maximise its operational efficiency from a legal perspective.

• Advising foreign mining companies in respect of their legislative obligations and operational structures.

• Conducting operational legal audits and advising foreign holding companies of legal risks pertaining to South African mining operations.

• Advising potential purchasers of mining operations on the assumption of legal risks.

• Assisted Kumba Iron Ore Company Limited with the regulatory review of its mining rights.

• commercial transactions• dispute resolution• compliance auditing

• employment law• regulatory compliance• criminal law

• administrative law.

Our team also provides the following services:

A selection of our mining experience includes:


Top rankings in Chambers Global for Africa Projects & Energy, 2020

Well recognised for its respected mining health and safety practice and frequently instructed on major fatalities and resulting inquiries. Equally well equipped to handle a range of other mining mandates, including business rescue and restructuring, as well as M&A and environmental and regulatory advice. The team frequently advises on the transfer of mining rights, and acts on a range of multi-jurisdictional mandates.

Market recognition

– Chambers Global, 2020

Top ranked in Chambers Global for Africa Projects & Energy, 2020.


Our team

Laurie Hammond (Partner)Banking and Finance

Wessel BadenhorstOffice Managing Partner

Kevin Pietersen (Partner) Infrastructure, Energy, Resources and Projects

Lisa Botha (Consultant) Corporate & Finance

• Experience as both practitioners and regulators in and outside South Africa

• Excellent relationships with regulators in Africa

• Substantial knowledge of competition law in many African countries

• Extensive experience across a range of sectors

What sets us apart


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*Our associated officesLegal Services Centre: Berlin

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Our Johannesburg practice