Corporate and Commercial Law
MHA has a wealth of experience in various corporate and commercial transactions; including the restructuring of SOEs, mergers and acquisitions, listings, advising BEE companies in structuring their shareholdings and their shareholders agreements to ensure authentic BEE, conducting due diligence investigations and providing legal and regulatory advice on various areas of the law. Further, we are involved in the incorporation and start-up of various businesses, and all the processes required to be followed in that regard by CIPRC.
Key Corporate Law Projects that we have been involved in include the following:
- Co-legal advisers to Telkom on the initial public offering (IPO) of Telkom shares.
- Advised the Department of Public Enterprises and Denel during the restructuring of Denel and its acquisition of strategic equity partners (BAE Systems and Turbomeca).
- Advised the City of Johannesburg Metropolitan Municipality (Joburg) on the following restructuring projects: the corporatisation of the Johannesburg Civic Theatre; and standardisation of sale of business agreements and negotiating and drafting the service delivery agreements for all 16 corporatised entities and ensuring that the agreements are compliant with the Municipal Systems Act, 2000.
- Advised Joburg on the corporate governance framework for its corporatised entities.
- Advised Transnet on the restructuring of its non-core assets, such as Metrorial, Shosholoza Meyl, Freight Dynamics, Autopax, SA Express and the Blue Train.
- Reviewed the Transnet articles of association and advising on the manner in which they should be amended to take into account the requirements in terms of the Public Finance Management Act, 1999, protocol on corporate governance and the King Code on corporate governance.
- Advised the Department of Public Enterprises on the best corporate governance framework for SOEs, which included a review of the legislative framework applicable to various SOEs and recommending amendments to the protocol on corporate governance.
- Advised Transnet on deregistration of non-operating subsidiaries on their books.
- Advised Transnet on the disposal of various telecommunications assets to the second network operator (SNO) transaction.
- Acted as joint legal advisers to South African Airways in its fleet replacement project, including the agreements for the purchase of the aircraft and the various financing arrangements.
- Advising a BEE group and negotiating a joint venture agreement with an estimated value of approximately R4bn pertaining to the establishment of a large manganese mining company to mine for manganese in the Kalahari in a joint venture with Renova Group of Russia.
- Advising a BEE group in the acquisition of all the shares held by Adcorp Limited in a printing and publications business. These agreements included a share sale agreement, preference share agreement and shareholders agreement.
- Advising a BEE group in the acquisition of a controlling stake in Holcim SA (now Afrisam) for an estimated value of R14bn. This transaction involved conducting a due diligence investigation, drafting and negotiating the sale of shares agreement and establishing and structuring community trusts.
- Advising a BEE consortium in the disposal of a significant minority interest in United Manganese of Kalahari (Pty) Ltd to Samancor Limited for the value of about R1bn. These agreements included a shareholders agreement, share sale agreements, pledge and cession agreements and preference share agreements.
- Advising Chancellor House in the acquisition of the entire shareholding of X-trata in Maloma Coal Mine, Swaziland. This included undertaking a due diligence exercise and negotiation of a suite of agreements including a share sale agreement and marketing agreements.
- Advising a BEE Group in the acquisition of a substantial coal mine with an estimated value of R800m from BHP Coal Energy South Africa (Pty) Ltd. These agreements included a sale of prospecting right agreement, pledge and cession agreement, various guarantee undertakings and support agreements, shareholders agreement, share sale agreement and a mutual cooperation agreement.
- Advising the Public Investment Corporation (“the PIC”) when it sold 10% (ten percent) shares it held in Telkom SA Limited to the Elephant Consortium. The transaction entailed negotiating and drafting the funding agreements between PIC and the Elephant Consortium, negotiating and putting the security agreements in place.
- Advised Rio Tinto on the sale of over 70 prospecting rights to Coal of Africa. This transaction included negotiating and drafting the sale and purchase agreement, dealing with legal questions posed by bidders, advising on competition filing and drafting an application for ministerial consent in terms of section 11 of the MPRDA.
- Advised Akanani Consortium in the sale of its R800 million stake in Akanani Mining to Incwala. This transaction involved, inter alia, drafting of the sale and purchase agreement, drafting of the Competition Commission filing and drafting an application for ministerial consent in terms of section 11 of the MPRDA.
- Advised Akanani Investment Corporation (Pty) Ltd in the acquisition of warrants in AfriOre, a Canadian Company listed on the Toronto Stock Exchange. This transaction involved, inter alia, the warrants sale and subscription agreements, the review of AfriOre’s founding documents and conducting of a high level due diligence investigation.