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1. VUSI NDLOVU ATTORNEYS
1.1. OVERVIEW
Vusi Ndlovu Attorneys is a corporate and commercial law firm situated in the heart of Sandton, Johannesburg, Gauteng.
The core areas of expertise at Vusi Ndlovu Attorneys include, but are not limited
to, infrastructure development and project finance, banking and finance, mergers
and acquisitions and corporate and commercial, for both the public and private
sectors.
Since its establishment in 2010, Vusi Ndlovu Attorneys has succeeded to be
recognized as one of the prominent law firms which provide wide-ranging
commercial law and regulatory advice in infrastructure, energy, transport, finance,
entertainment and media sectors.
Vusi Ndlovu Attorneys is a 100% black-owned business and is capacitated by a
dedicated team of experienced professionals with over 20 years of significant
corporate and commercial law experience.
1.2. VISION AND MISSION Our vision is to become a reliable and well-known legal services provider in the
infrastructure development and project finance sphere, including interrelated
finance transactions.
Our vision extends to providing quality, value added legal solutions which are
tailor-made for unique requirements of our clients. This is achieved by placing
extensive attention to detail and understanding the market in which clients operate
and keeping abreast with the legal developments affecting the market in which our
clients operate.
1.3. DIFFERENTIATOR The firm is founded and headed by an experienced attorney whom specialises in
infrastructure finance and development transactions, mergers and acquisitions
and lending transactions. This sets the basis of the fundamental skill set required
in the market, for which the firm strives to operate within.
The skill base of the firm is versatile in the sense that financial partners,
operational and maintenance partners and the public sector, are all able to gain
remarkably from the firm’s advisory capability.
1.4. APPROACH The firm has strategic key relationships with participants in the infrastructure
finance and development sector which includes persons that the founding director
has worked with or interacted with throughout the years
The firm has a hybrid pricing strategy that is based on various affordable fee
arrangements, tailor made for individual clients and their respective needs, as
opposed to the traditional hourly charge-out rates which turn to be above market
related figures.
Our pricing strategy has proven to strengthen relationships with clients as they
view our firm as their partner and not merely advisors.
1.5. RISKS
Vusi Ndlovu Attorneys possesses a strong understanding of the risks associated in conducting business with various clients. We have incorporated an appropriate pro-active tools and approach to manage any conflict of interest that may be prejudicial to our clients and the firm as a business.
We further possess a focused approach that ensures that we remain ahead and abreast with new business leads so as to avoid any clashes of interest, amongst our clients.
1.6. CLIENTS Our clients include private and public entities, and multilateral agencies, including
but not limited to: Rand Merchant Bank Holdings, Rand Merchant Investments
Holdings, Deutsche Bank, Strategic Partners Group, SASOL South Africa (Pty)
Ltd, Ningjian International (HK), United Nations Development Programme, INCA
Portfolio Managers, Thesele Group and the Bus Rapid Transit operating
companies in the City of Johannesburg and the City of Ekurhuleni.
1.7. TEAM Vusi Ndlovu Attorneys operates on the basis of a horizontal professional team of
attorneys and are structured strategically to assist clients. Depending on the
required legal expertise and logistical support required with every instruction
received from clients, the firm will assign the most appropriate attorney to the
instruction and/or matter.
The professional team is available on a continuous basis, with much emphasis
placed on the identification, prioritization and mitigation of regulatory and legal
risks from an entity specific perspective, and places a strong focus on the
contributions made by every individual in the team.
1. OUR CREDENTIALS
COMMERCIAL ADVISORY TRANSACTIONS
Vusi Ndlovu Attorney’s team members have over the years participated in and continue
to advise on various commercial law advisory experience.
Relevant experience includes:
▪ Name of Assignment
: The design, supply, management and maintenance of outdoor advertising billboards within the jurisdiction of the City of Polokwane Municipality
Location : Polokwane, Limpopo Province, Republic of South Africa
Client : Strategic Partners Group and SPG Shuhams Joint Venture
Main Project Features
: Reviewing and drafting the Outdoor Service Level Agreement on behalf of SPG Shuhams to be concluded with the City of Polokwane. Structuring and finalizing the involvement of JCDecaux as advertising services provider
Activities Performed
: The review and drafting of the Outdoor Service Level Agreement on behalf of SPG Shuhams to be concluded with the City of Polokwane. Our mandate was extended to negotiate on behalf of SPG Shuhams on the said Outdoor Advertising Service Level Agreement with the City of Polokwane and further, to conclude various Sub-Contractor Service Level Agreement(s) with third parties, in this instance JCDecaux, to assist bring the project to fruition.
▪ Name of Assignment
: Phase 1 of the City of Ekurhuleni Integrated Rapid Public Transport Network (IRPTN)
Location : City of Ekurhuleni, Gauteng Province, Republic of South Africa
Client : Ekurhuleni Public Transport Industry (EPTI) minibus taxi operators
Main Project Features
: The integration of the public transport service system in the city of Ekurhuleni, which is close to the OR Tambo International Airport
Activities Performed
: Advising the affected parties and minibus taxi operators on the implementation of the Ekurhuleni Metropolitan Municipality IRPTN Bus Rapid Transit Project, which our mandate extends to assisting same with subsequent negotiations.
▪ Name of Assignment
: Advising Strategic Partners Group with regards to its joint venture with JCDecaux South Africa Holdings and advertising services on the Gautrain Rapid Rail Link
Location : Republic of South Africa
Client : Strategic Partners Group (Pty) Ltd
Main Project Features
: Advising Strategic Partners Group on the finalization of the shareholders’ agreement and memorandum of incorporation of the JCDecaux SPG Joint Venture, and advising Strategic Partners Group on the various advertising services agreements and support service agreements
Activities Performed
: Advising on the finalisation of legal documentation.
▪ Name of Assignment
: Advising Strategic Partners Group with regards to the project to introduce and implement a narrowcast commercial radio service on the Gautrain Rapid Rail Link
Location : Republic of South Africa
Client : Strategic Partners Group (Pty) Ltd
Main Project Features
: Advising Strategic Partners Group on the request for proposal for radio services, and the draft agreements for radio services and support services with Kagiso Media
Activities Performed
: Advising on the finalisation of legal documentation.
▪ Name of Assignment
: Provision of Information Communications and Technology on the Gautrain Rapid Rail Link
Location : Republic of South Africa
Client : Strategic Partners Group (Pty) Ltd
Main Project Features
: The Gautrain Rapid Rail Link developed and implemented a value added ICT network for the provision of cellular coverage on the trains and stations. SPG are a shareholder in the Bombela Concession Company which is the concessionaire for the Gautrain Rapid Rail Link. SPG are also the implementing agent for this ICT project.
Activities Performed
: Advising SPG on the legal and regulatory aspects of undertaking the project. Advising SPG on the agreements involving SPG, Bombela Concession Company and the Government of the Province of Gauteng.
▪ Name of Assignment
: RMI TreasuryCo and RMI AssetCo
Location : Republic of South Africa
Client : RMI
Main Project Features
: Advising RMI on its asset for share transaction in the establishment of RMI TreasuryCo and RMI AssetCo
Activities Performed
: Advising on legal documentation.
▪ Name of Assignment
: Standardization of PPP documentation for the Southern African Development Community (“SADC”)
Location : Republic of South Africa
Client : Genesis Analytics
Main Project Features
: The Standardization of PPP documentation for the SADC.
Activities Performed
: Advising on the standardization of and creating a draft RFQ and draft PPP Agreement.
▪ Name of Assignment
: Pioneer Transport, the concession company for the City of Johannesburg Rea Vaya Bus Rapid Transit (“BRT”) System
Location : Republic of South Africa
Client : Pioneer Transport
Main Project Features
: Advising Pioneer Transport on internal corporate governance issues and the finalisation of their shareholders’ agreement and their memorandum of incorporation. Advising Pioneer Transport on their share issues and the implication thereof on their funding structure.
Activities Performed
: Advising Pioneer Transport on internal corporate governance issues and the finalisation of their shareholders’ agreement and their memorandum of incorporation. Advising Pioneer Transport on their share issues and the implication thereof on their funding structure.
▪ Name of Assignment
: Establishment of Tata Consultancy Services South Africa (Pty) Limited
Location : Republic of South Africa
Client : Jay & Jayendra (Pty) Limited (the “J&J Group”)
Main Project Features
: The J&J Group were investing with Tata Consultancy Services Africa (Pty) Limited in Tata Consultancy Services South Africa (Pty) Limited.
Activities Performed
: Advised the J&J Group on the subscription agreement for shares in Tata Consultancy Services South Africa (Pty) Limited.
▪ Name of Assignment
: The Gautrain Rapid Rail Link Property Development Project
Location : Republic of South Africa
Client : Strategic Partners Group (Pty) Ltd
Main Project Features
: Our client partnered with a private party property developer with regards to property development opportunities on certain Gautrain stations.
Activities Performed
: Currently advising our client on the legal and regulatory aspects of undertaking the project and drafting and concluding commercial agreements for the project to be undertaken to fruition
▪ Name of Assignment
: The 10th World Choir Games 2018 between The African
Location : Republic of South Africa
Client : The African Cultural Development Foundation
Main Project Features
: Advising the Foundation on the execution of the 10th Annual World Choir Games.
Activities Performed
: Currently assisting to draft and review various agreements to be concluded between The African Cultural Development Foundation and various stakeholders. Our mandate is extended to advising the Local Organising Committee and the Foundation, regarding matters relating execution of the 10th Annual World Choir Games.
FINANCIAL SERVICES
Vusi Ndlovu Attorney’s team members have over the years participated in and continue
to advise on various financial services experience:
Relevant experience includes:
▪ Name of Assignment
: RMH TreasuryCo R15bn Domestic Medium Term Note and Preference Share Programme
Location : Republic of South Africa
Client : Rand Merchant Bank Holdings (Pty) Ltd
Main Project Features
: Advising RMH on its R15bn Domestic Medium Term Note and Preference Share Programme
Activities Performed
: Advising on legal documentation
▪ Name of Assignment
: RMI TreasuryCo R15bn Domestic Medium Term Note and Preference Share Programme
Location : Republic of South Africa
Client : Rand Merchant Investment Holdings (Pty) Ltd
Main Project Features
: Advising RMI on its R15bn Domestic Medium Term Note and Preference Share Programme
Activities Performed
: Advising on legal documentation
▪ Name of Assignment
: Transnet Limited (State Owned Company) ZAR 6 bn Global Medium Term Note Programme
Location : Republic of South Africa
Client : Deutsche Bank (Johannesburg and London offices)
Main Project Features
: The firm was involved as local South African counsel to Deutsche Bank, together with another local South African law firm. Deutsche Bank were the arranger working with Transnet who were issuing a ZAR 6 bn Global Medium Term Note Programme
Activities Performed
: Conducted the legal due diligence investigation into Transnet. Advised on the legal opinion with regards to the creation of the Global Medium Term Note Programme and the legal opinion with regards to the issue of the notes.
▪ Name of Assignment
: INCA Infrastructure Debt Fund
Location : Republic of South Africa
Client : INCA Portfolio Managers (“IPM”)
Main Project Features
: Advising IPM on the establishment of the ZAR1.5bn INCA Infrastructure Debt Fund with Agence Francaise de Developpment, and on the role of IPM as general partner of the fund
Activities Performed
: Advising on the term sheet, limited partnership agreement, private placement memorandum, advisory agreement, general partner memorandum of incorporation and standard loan agreement.
▪ Name of Assignment
: Phuhliso Enterprise and Supplier Fund in Partnership with Transnet ZAR50m
Location : Republic of South Africa
Client : Mamepe Capital
Main Project Features
: Advised on the fund structure, fund manager mandate and reviewed various legal agreements on the establishment of the Fund
Activities Performed
: Assisted with legal advice on fund documentation.
▪ Name of Assignment
: Financing of the ZAR 1.5 bn KwaZulu Natal Growth Fund
Location : Republic of South Africa
Client : Infrastructure Finance Corporation
Main Project Features
: This was an infrastructure fund set up by the provincial treasury of the government of the Province of KwaZulu Natal in South Africa and private sector financiers. The fund was created to spur local economic development
Activities Performed
: This entailed setting up the fund, reviewing and advising on the various senior and mezzanine funding agreements and securities documentation, and also advising on the regulatory aspects of a public-private infrastructure fund
FUNDING AND STRUCTURING
Vusi Ndlovu Attorney’s team members have over the years participated in and continue
to advise on various funding and structuring experience:
Relevant experience includes:
▪ Name of
Assignment
: Loan Agreement
Location : Republic of South Africa
Client : Abbott Laboratories
Main Project
Features
: Drafting a Loan Agreement between Abbott Laboratories
(Lender) and a Subsidiary (Borrower) of Abbott Laboratories
Activities
Performed
: The drafting of a Loan Agreement between Abbott
Laboratories (Lender) and a Subsidiary (Borrower) of Abbott
Laboratories.
▪ Name of Assignment
: Financing of the Gauteng Provincial Health Department Health Information Systems
Location : Republic of South Africa
Client : INCA Portfolio Managers (“IPM”)
Main Project Features
: Advising IPM on the ZAR2.6 bn finance structure for the Gauteng Project Fund Office for the Gauteng Provincial Health Department Health Information Systems
Activities Performed
: Providing a legal opinion on the movement of funds from an organ of state to a private sector party, and other legal aspects
▪ Name of Assignment
: Funding for Sky Rink Studios
Location : Republic of South Africa
Client : Sky Rink Studios (Pty) Ltd
Main Project Features
: Advising Sky Rink Studios in its ZAR102m Senior Loan and ZAR56m mezzanine loan from the Industrial Development Corporation
Activities Performed
: Advising on financing and security documentation
▪ Name of Assignment
: Thesele Group Preference Shares
Location : Republic of South Africa
Client : Thesele Group (Pty) Ltd
Main Project Features
: Advising Thesele Group in its subscription for ZAR25m preference shares in Trodera
Activities Performed
: Advising on the subscription agreement, memorandum of incorporation, preference share terms, bridge facility agreement and security documentation
▪ Name of Assignment
: RMH Property Holdings notional vendor financed shares
Location : Republic of South Africa
Client : RMB Holdings (Pty) Ltd
Main Project Features
: Advising on the allotment of notional vendor finance shares to an executive member of RMH Property Holdings
Activities Performed
: Advising on share allotment letter.
▪ Name of Assignment
: Rand Merchant Insurance GBP142m bridge facility loan
Location : Republic of South Africa
Client : RMI Holdings (Pty) Ltd
Main Project Features
: Advising RMI on its GBP142m bridge loan facility from Rand Merchant Bank
Activities Performed
: Advising on legal documentation.
▪ Name of Assignment
: RMI Investment Managers Affiliates 2 guarantee
Location : Republic of South Africa
Client : RMI Investment Managers
Main Project Features
: Advising RMI Investment Managers Affiliates 2 in its granting of a guarantee in favour of Grindrod Bank covering an overdraft facility of up to ZAR100m
Activities Performed
: Advising on legal documentation.
▪ Name of Assignment
: Rand Merchant Insurance GBP500m bridge facility loan
Location : Republic of South Africa
Client : RMI (Pty) Ltd
Main Project Features
: Advising RMI on its GBP500m bridge loan facility from Rand Merchant Bank
Activities Performed
: Advising on legal documentation.
▪ Name of Assignment
: Rand Merchant Insurance ZAR300m loan facility
Location : Republic of South Africa
Client : RMI (Pty) Ltd
Main Project Features
: Advising RMI on its ZAR300m loan facility from Rand Merchant Bank
Position Held : External legal counsel
Activities Performed
: Advising on legal documentation.
▪ Name of Assignment
: Restatement of the subscription by Rand Merchant Bank of ZAR 1. 45bn worth of preference shares in the issued share capital of Rand Merchant Insurance Holdings
Location : Republic of South Africa
Client : Rand Merchant Insurance Holdings
Main Project Features
: The firm provided legal advice to the client
Activities Performed
: Advising on various legal documentation.
▪ Name of Assignment
: Restatement of the subscription by Rand Merchant Bank of ZAR 1. 2bn worth of preference shares in the issued share capital of RMB Holdings
Location : Republic of South Africa
Client : Rand Merchant Insurance Holdings
Main Project Features
: The firm provided legal advice to the client
Activities Performed
: Advising on various legal documentation.
▪ Name of Assignment
: Financing by ABSA through a preference share structure of the acquisition by Strategic Partners Group of a combined 12.87% in ordinary shares for ZAR307m in the issued share capital of the Bombela Concession Company from Bombardier Transport UK and Bouygues Travaux Publics
Location : Republic of South Africa
Client : Strategic Partners Group
Main Project Features
: Advising Strategic Partners Group in the finalization of the preference share documentation and the security documentation
Activities Performed
: Advising on the finalisation of legal documents.
▪ Name of Assignment
: Financing by the DBSA of a fleet of bus rapid transit (“BRT”) buses for KTVR Bus Service (the bus operator in the City of Ekurhuleni BRT) for ZAR842m
Location : Republic of South Africa
Client : KTVR Bus Service
Main Project Features
: Advising KTVR Bus Service on the finance documents, project documents and transaction security documents
Activities Performed
: Advising on the finalisation of legal documents.
▪ Name of Assignment
: Upington Airport Renewable Energy Independent Power Producer (“IPP”) solar photovoltaic project
Location : Republic of South Africa
Client : Solar photo voltaic Community Trust of Upington
Main Project Features
: Represented the Solar Photo Voltaic Community Trust of Upington, a shareholder in the project company Sublunary (Pty) Ltd (Ring Fenced Company), whereby Sublunary and its shareholders including ENEL SHARP of Italy were raising financing for the project
Activities Performed
: Advising on the financing and security agreements
▪ Name of Assignment
: Financing of the PPP for the SADC head office in Gaborone
Location : Republic of South Africa
Client : The Bongwe Consortium (“concessionaire led by the then Stocks & Stocks construction company”)
Main Project Features
: The financing by INCA of the preferred private party bidder for the SADC Gaborone, Botswana head office public private partnership project.
Activities Performed
: This entailed reviewing and advising on the financing and securities agreements, reviewing and advising on the subcontracting arrangements between the private party, reviewing and advising on the agreements with technical partners and interacting with the financial and technical advisors, interacting with the public sector transaction advisor, interacting with the SADC officials and their advisors and corporate tax.
▪ Name of Assignment
: Financing of the concessionaire for the Netcare Hospital Group Port Alfred & Settlers hospital PPP
Location : Republic of South Africa
Client : Concessionaire
Main Project Features
: The financing by INCA of the preferred private party bidder, Netcare Hospital Group, for the Port Alfred & Settlers hospital public private partnership project in the Eastern Cape province in South Africa
Activities Performed
: This entailed reviewing and advising on the financing and securities agreements, reviewing and advising on the subcontracting arrangements between the private party, review and advise on the agreements with technical partners and interacting with the financial and technical advisors, interacting with the public sector transaction advisor.
▪ Name of Assignment
: Acquisition by INCA of South African Airways’ junior loan debt from Investec Bank and Standard Bank
Location : Republic of South Africa
Client : INCA
Main Project Features
: The acquisition by INCA of South African Airways junior loan debt from Investec Bank and Standard Bank
Activities Performed
: This entailed reviewing and advising on the financing and securities agreements on behalf of INCA.
▪ Name of Assignment
: Financing of the University of KwaZulu Natal student accommodation project PPP
Location : Republic of South Africa
Client : INCA
Main Project Features
: The financing by INCA of the developer who was providing student accommodation for the University of KwaZulu Natal in Durban, South Africa
Activities Performed
: This involved reviewing and advising on the suite of agreements for the financing and securities aspect of this project. It also involved advising and reviewing the technical and development agreement framework.
MERGERS AND ACQUISITIONS
Vusi Ndlovu Attorney’s team members have over the years participated in and continue
to advise on various mergers and acquisition experience.
Relevant experience includes:
▪ Name of Assignment
: Acquisition by RMB Holdings of shareholding in Property Development Pty Ltd
Location : Republic of South Africa
Client : RMB Holdings Limited
Activities Performed
: Providing legal advice on various agreements and documentation. Advising RMB Holdings on the bridge facility agreement with regards to the funding required from Rand Merchant Bank for the acquisition. Advising RMB Holdings with regards to the bridge facility guarantee required by Rand Merchant Bank for the acquisition. Advising RMB Holdings with regards to its share subscription in Atterbury Property Holdings. Advising RMB Holdings with regards to the Property shareholders’ agreement and memorandum of incorporation.
▪ Name of Assignment
: Acquisition by RMB Holdings Ltd of shareholding in Atterbury Property Holdings Pty Ltd
Location : Republic of South Africa
Client : RMB Holdings Limited
Activities Performed
: Providing legal advice on various agreements and documentation. Advising RMB Holdings on the facility agreement with regards to the funding required from Rand Merchant Bank for the acquisition. Advising RMB Holdings with regards to the bridge facility guarantee required by Rand Merchant Bank for the acquisition. Advising RMB Holdings with regards to its share subscription in Atterbury Property Holdings.
▪ Name of Assignment
: Acquisition of Free State Petroleum Distributors
Location : Republic of South Africa
Client : Sereli Holdings
Main Project Features
: Advising Sereli Holdings in the ZAR150m acquisition of 100% of the ordinary shares in the issued share capital in Free State Petroleum Distributors
Activities Performed
: Negotiated and drafted a Purchase and Sale Agreement between Seleri Holdings, the sellers and Chevron South Africa, which our mandate includes negotiating and drafting agreements with third parties, affected to the transaction, which included vetting and amending Right of First Refusal Agreement and Brand Marketer Franchise Agreement.
▪ Name of Assignment
: Acquisition by Strategic Partners Group of a combined 12.87% in ordinary shares for ZAR307m in the issued share capital of the Bombela Concession Company from Bombardier Transport UK and Bouygues Travaux Publics
Location : Republic of South Africa
Client : Strategic Partners Group
Main Project Features
: Advising Strategic Partners Group in the finalization of the sale and purchase of shares agreement
Activities Performed
: Reviewed and negotiated the finalisation of the legal agreements on behalf of Strategic Partners Group for the acquisition of shares in the Bombela Concession Company.
CROSS-BORDER EXPERIENCE
Vusi Ndlovu Attorney’s team members have over the years participated in and continue
to advise on various cross-border experience.
Relevant experience includes:
▪ Name of Assignment
: Review of Commercial Agreements for Abbott Laboratories in specific African Countries identified by Abbott Laboratories
Location : Djibouti | Eritrea | Ethiopia | Kenya | Rwanda | Somalia | South Sudan | Sudan | Tanzania | Uganda Ghana | Gambia | Liberia | Nigeria | Sierra Leone | Botswana | Lesotho | Mauritius | Namibia | Seychelles | South Africa | Swaziland Angola | Malawi | Mozambique | Zambia | Zimbabwe
Client : Abbott Laboratories
Main Project Features
: Review of Commercial Agreements in specified African Countries
Activities Performed
: To undertake the exercise of vetting various commercial agreements on behalf of Abbott Laboratories in specific African Countries identified.
▪ Name of Assignment
: UNDP Malawi mission on the feasibility of Biometric Voter Registration
Location : The Republic of Malawi
Client : United Nations Development Programme
Main Project Features
: The project involved legislative scoping of the Malawi framework applicable to voter registration, elections and Civic Registration bodies. This involved meeting with various multi-lateral agencies in Malawi and government departments and ministries in Malawi
Activities Performed
: Advised on the relevant aspects of Malawi legislation and regulations with respect to the feasibility of implementing Biometric Voter Registration in Malawi.
▪
Name of Assignment
: LIPAM and the Broadcasting Complex PPP
Location : The Kingdom of Lesotho
Client : Lesotho Ministry of Finance
Main Project Features
: This was a project by the Lesotho government for the establishment and development of the LIPAM premises and a Broadcasting Complex for the Ministry of Communications, Science and Technology. We worked together with the Mumbai based Indian urban infrastructure advisory team from CRISIL (a Standard & Poor company).
Activities Performed
: Advised on the legal aspects of the pre-feasibility report and the final feasibility report. Advised on comparative aspects of other PPP legislative frameworks. Drafted the RFQ and RFP. Advisable on the different options, being a PPP or EPC option.
▪ Name of Assignment
: UNDP Sierra Leone scoping mission on Civil Registrations and Vital Statistics (“CRVS”)
Location : The Republic of Sierra Leone
Client : United Nations Development Programme
Main Project Features
: The project involved legislative scoping of the Sierra Leonean framework applicable to CRVS. This involved meeting with various multi-lateral agencies in Sierra Leone and government departments and ministries in Sierra Leone
Activities Performed
: Advised on the relevant aspects of Sierra Leonean legislation and regulations with respect to the readiness of Sierra Leone to advance its CRVS initiative.
▪ Name of Assignment
: Commercialization of the Afritel CDMA telecommunications licence
Location : The Republic of Mozambique and South Africa
Client : Afritel LDA and its South African partner
Main Project Features
: Afritel LDA was issued with a CDMA telecommunications licence by the Mozambican government. Afritel, and their South African partner, have been engaged in the early stages process of commercializing the licence
Activities Performed
: Advising Afritel and their South African partner on the legal arrangements between them, and also on the legal arrangements involving their various potential partners from China, Europe and South Africa.
COMPANY SECRETARIAL MATTERS
Vusi Ndlovu Attorney’s team members have over the years participated in and
continue to advise on various company secretarial experience:
Relevant experience includes:
▪ Name of Assignment
: Amendment and restatement of the shareholders’ agreement and memorandum of incorporation for the Bombela Construction Joint Venture company, on behalf of Strategic Partners Group as shareholder
Location : Republic of South Africa
Client : Strategic Partners Group
Main Project Features
: Advising Strategic Partners Group on the finalization of the shareholders’ agreement and memorandum of incorporation.
Activities Performed
: Advising on the finalisation of legal documents.
▪ Name of Assignment
: Amendment and restatement of the shareholders’ agreement and memorandum of incorporation for the Bombela Operating Company, on behalf of Strategic Partners Group as shareholder
Location : Republic of South Africa
Client : Strategic Partners Group
Main Project Features
: Advising Strategic Partners Group on the finalization of the shareholders’ agreement and memorandum of incorporation.
Activities Performed
: Advising on the finalisation of legal documents.
▪ Name of Assignment
: Amendment and restatement of the shareholders’ agreement and memorandum of incorporation for Bombela Electrical & Mechanical Works, on behalf of Strategic Partners Group as shareholder
Location : Republic of South Africa
Client : Strategic Partners Group
Main Project Features
: Advising Strategic Partners Group on the finalization of the shareholders’ agreement and memorandum of incorporation.
Activities Performed
: Advising on the finalisation of legal documents.
▪ Name of Assignment
: Amendment and restatement of the shareholders’ agreement and memorandum of incorporation for the Bombela Turnkey Contractor Joint Venture, on behalf of Strategic Partners Group as shareholder
Location : Republic of South Africa
Client : Strategic Partners Group
Main Project Features
: Advising Strategic Partners Group on the finalization of the shareholders’ agreement and memorandum of incorporation.
Activities Performed
: Advising on the finalisation of legal documents.
▪ Name of Assignment
: Amendment and restatement of the shareholders’ agreement and memorandum of incorporation for Isithimela Rail Services, on behalf of Strategic Partners Group as shareholder
Location : Republic of South Africa
Client : Strategic Partners Group (Pty) Limited
Main Project Features
: Advising Strategic Partners Group on the finalization of the shareholders’ agreement and memorandum of incorporation.
Activities Performed
: Advising on the finalisation of legal documents.
DUE DILIGENCE & REGULATORY COMPLIANCE
Vusi Ndlovu Attorney’s team members have over the years participated in and
continue to advise on various due diligence experience:
Relevant experience includes:
▪ Name of Assignment
: Vendor legal due diligence into SASOL South Africa, SASOL Oil and SASOL Gas
Location : Republic of South Africa
Client : SASOL South Africa (Pty) Ltd
Main Project Features
: Undertaking a legal due diligence investigation, together with a consortium of other South African law firms, into SASOL South Africa, SASOL Oil and SASOL Gas
Activities Performed
: Conducting a Legal Due Diligence Investigation.
▪ Name of Assignment
: Acquisition of Free State Petroleum Distributors
Location : Republic of South Africa
Client : Sereli Holdings (Pty) Ltd
Main Project Features
: Due Diligence on the Free State Petroleum Distributors (Pty) Ltd in relation to the concluded acquisition of 100% of the ordinary shares in the issued share capital.
Activities Performed
: To undertake and conclude a legal due diligence on the Free State Petroleum Distributors (Pty) Ltd on behalf of Sereli Holdings (Pty) Ltd in relation to the concluded acquisition of 100% of the ordinary shares in the issued share capital.
▪ Name of Assignment
: Automative Industrial Development Centre (Automotive Supplier Park) legal due diligence investigation
Location : Republic of South Africa
Client : Lesiba Capital
Main Project Features
: Undertaking a legal due diligence investigation into the regulatory impact of various funding options as well as other regulatory matters impacting on the development of the Automative Industrial Development Centre situated in Rosslyn, north of Pretoria.
Activities Performed
: Conducting a Legal Due Diligence Investigation.
▪ Name of Assignment
: Anglorand Securities legal due diligence investigation
Location : Republic of South Africa
Client : Ningjian International (HK)
Main Project Features
: Conducting a legal due diligence investigation into Anglorand Securities.
Activities Performed
: Conducting a Legal Due Diligence Investigation.
▪ Name of Assignment
: Consolidation of social housing institutions in the Gauteng Province
Location : Republic of South Africa
Client : The Gauteng Partnership Fund
Main Project Features
: This was providing a status quo report on three social housing institutions in the Gauteng Province, and then consolidating them into one social housing institution or creating a new social housing institution.
Activities Performed
: Conducting a due diligence investigation into the affairs of the three social housing institutions. Compiling a report on the findings and advising on the legal, regulatory and financial (through a service provider) position of the three social housing institutions. Preparing a report on the establishment of a new social housing institution.
▪ Name of Assignment
: Feasibility study for the Capricorn District Municipality new office headquarters
Location : Capricorn District Municipality, Northern Province, Republic of South Africa
Client : The Gauteng Partnership Fund
Main Project Features
: Feasibility study and associated public private partnership (“PPP”) advisory for the development of a new head office for the Capricorn District Municipality
Activities Performed
: Undertook a feasibility study which included a needs and optional analysis report and a due diligence report on the project.
▪ Name of Assignment
: Legal opinion on the Financial Services Provider licence category required in accordance with the Financial Advisory and Intermediary Services Act, 2002
Location : Republic of South Africa
Client : INCA Portfolio Managers
Main Project Features
: Legal opinion on whether IPM Portfolio Managers (Pty) Ltd requires a category I or Category II Licence as a financial services provider in accordance with the Financial Advisory and Intermediary Services Act, 2002
Activities Performed
: Drafted and concluded a legal opinion for the IPM Portfolio Managers (Pty) Ltd on the appropriate licence category as a financial services provider, in accordance with the Financial Advisory and Intermediary Services Act, 2002.