Jurisdictions worked in include: South Arica, United Kingdom, Kenya, Ghana, Nigeria, Tanzania, Zambia, Botswana, Mozambique, Namibia, Uganda, Ivory Coast, Democratic Republic of Congo, Mauritius, United States of America, Russia, France, Hong Kong.

Leveraged / Acquisition Finance and Restructurings

A selection of Jason’s recent, notable leveraged/ acquisition finance and restructuring transactions includes advising:

• National Treasury on providing a sustainable solution to deal with the energy crisis currently facing South Africa. Eskom Holdings Limited is a major state-owned entity which is a critical and strategic contributor to government’s goal of ensuring security of electricity supply to the country. Eskom generates, transmits and distributes electricity to industrial, mining, commercial, agricultural and residential customers and redistributors. Bowmans were appointed by National Treasury to advise on a sustainable solution to deal with Eskom’s debt in a manner that is equitable to all stakeholders, and which does not adversely affect the country’s fiscal position.
• The Standard Bank of South Africa Limited and leading our multidisciplinary teams on a crucial refinancing of a Kenyan and Mauritian group, including introducing a new zero-interest, equity-linked instrument that participates in equity upside from the underlying asset and reduces the interest burden on Two Rivers. This deal required a detailed and thorough approach, to be completed in a critical time window. Jason led the team across 3 jurisdictions and managed to close out in an incredibly compressed time frame.
• Grit Real Estate Income Group, a leading pan-African real estate company incorporated in Guernsey and operating in Mauritius, with the (i) repurchase of a portion of its shares held by Drive In Trading Proprietary Limited (Drive In Trading), a South African company and GRIT’s BBBEE shareholder, (ii) the settlement of Drive In Trading’s USD 35 million loan with the Public Invest Corporation SOC Limited, a state-owned company created under the Public Investment Act,2004, (iii) restructuring of the security package under the USD 35 million loan and (iv) settlement of Guarantees in favor of the Public Investment Incorporation by the ultimate beneficial holders Drive In Trading.
• PepsiCo Inc in relation to the in aggregate ZAR 25 billion acquisition financing made available to its South African subsidiary, Simba (Pty) Ltd, for the acquisition of all the issued shares in Pioneer Foods Group Ltd, a public company listed on the JSE.
• ABInBev in relation to the ZAR 1.5 billion acquisition financing made available to Isanti Glass 1, an entity made up of a black-owned investment company and a local subsidiary of ABInBev, from The Standard Bank of South Africa Ltd (acting through its Corporate and Investment Banking Division) in respect of the purchase of Nampak’s glass business.
• ABInBev in connection with the various stock loan agreements, in aggregate equal to ZAR 15 billion, in order to transfer sufficient ABInBev shares to the South African subsidiaries as well as on the vendor preference share funding, pursuant to which SAB will contribute the equivalent of ZAR 2.973 million worth of AB InBev Shares to SAB Zenzele Kabili, and in return SAB Zenzele Kabili will issue preference shares to SAB, representing vendor funding of ZAR 2.973 million.
• ABInBev in the unwinding of the existing SAB Zenzele Broad-Based Black Economic Empowerment Ownership structure and the implementation of the new SAB Zenzele Kabili Broad-Based Black Economic Empowerment Ownership transaction, including the issuance of the ZAR 2.9 billion preference shares and ZAR 15 billion stock lending arrangements.
• ABInBev and International Breweries PLC in relation to USD 300 million forward loan funding advanced by Citibank, N.A., Jersey Branch, as guaranteed by Anheuser-Busch InBev SA/NV to advance amounts ahead of their capital markets issuance.
• The Standard Bank of South Africa Ltd in respect of the strategic acquisition financing advanced to a company incorporated in the British Virgin Islands, indirectly owned and controlled by the Capricorn Capital Group for the funding of loan notes issued by a Luxembourg vehicle, which in turn undertook in favour of Vukile Property Fund Ltd (a company listed on the JSE), through an underwriting arrangement, to purchase shares in a Spanish property company, Morzal Property Iberia S.L.
• National Treasury on the curatorship of a large South African retail bank, African Bank, including in particular the “good bank / bad bank” split off, the related underwriting in connection with the “good bank”, drafting, negotiating and advising on the guarantee framework agreement designed to ensure national fiscal stability, advising in connection with liquidity issues, insolvency and restructuring advice (and in particular opining on the treatment of creditors in the “good bank / bad bank” split).
• Nedbank Ltd, Standard Bank of South Africa Ltd and FirstRand Bank Ltd in connection with one of the largest financings (ZAR 5.25 billion) made available in the South African, advanced to a fund subsidiary of Old Mutual Group Holdings.
• Standard Bank of South Africa Ltd and Stanbic Bank Botswana Ltd in connection with a senior secured USD 30 million multicurrency term, revolving and overdraft financing made available to Wilderness Holdings Ltd and a number of its subsidiaries in various jurisdictions. This multifaceted deal was highly complex and contained multiple levels of security across Botswana and South Africa.
• Absa Bank Ltd in connection with the conclusion of the ZAR 1.7 billion financing arrangement relating to the sale and repurchase of the shares of TP Hentiq (Pty) Ltd by Ethos Private Equity and the sale of the assets of Autozone Retail and Distribution Proprietary Ltd.
• Standard Bank of South Africa Ltd in respect of a transaction in which the bank advanced acquisition financing to a company incorporated in the British Virgin Islands, indirectly owned and controlled by the Capricorn Capital Group. The borrower utilised the funding to subscribe for a loan note issued by a Luxembourg vehicle, which in turn undertook, in favour of Vukile Property Fund Ltd (a company listed on the JSE), through an underwriting arrangement, to purchase shares in a Spanish property company, Morzal Property Iberia S.L.
• Helios Credit Partners in a landmark transaction which represented one of the first significant financings by a private credit fund in sub-Saharan Africa, on secured financing of up to USD 40 million made available to Trustco Group Holdings Limited (JSE: TTO), a Namibian based conglomerate with operations in the real estate, insurance, microfinance, retail, banking and education sectors.
• Standard Bank of South Africa Ltd in relation to a USD 40 million senior financing arrangement made available to Mota-Engil Egenharia e Costrucao Africa SA, a Portuguese company and global leader in civil construction, public works, port operations and logistics, for the purpose of refinancing existing indebtedness and working capital purposes across its African network.

Mining / Resource Finance

A selection of recent mining and/ or resource finance transactions Jason was involved in, includes advising:

• Orion Mine Finance, on a complex, unique and completely novel USD 31.1 million rhodium streaming agreement, USD 28.7 million gold & palladium streaming agreement and a USD 40 million platinum streaming arrangement with Pilanesburg Platinum Mines, a subsidiary of Sedibelo Resources Limited (formerly, Sedibelo Platinum Mines), for its world-scale palladium-rhodium-platinum-nickel-copper-gold project in the North West Province, South Africa leading on from their previous transaction with Ivanhoe Mines in Limpopo.
• Orion Mine Finance, and leading our firm’s multidisciplinary team on a unique, novel and highly complex USD 200 million gold and USD 100 million platinum streaming arrangement with Platreef Mine (a subsidiary of listed entity Ivanhoe Mines), for its world-scale palladium-rhodium-platinum-nickel-copper-gold project in Limpopo Province, South Africa.
• Royal Bafokeng Platinum in relation to the gold stream purchase with Triple Flag Mining Finance Bermuda Ltd in terms of which RBPlat will deliver a portion of its gold production to Triple Flag over the life of its operations for an upfront payment of USD 145 million (approximately ZAR 2.1 billion). In addition, Triple Flag will pay a further 5% of the gold spot price to RBPlat for each gold ounce delivered under the agreement.
• Nedbank Limited, and leading our multidisciplinary teams, on the borrowing base financing for Heron Energy (a Trafigura subsidiary) for its oil and bunkering operations. This mandate necessitated a detailed understanding of the oil logistics, bunkering, regulatory and security aspects in order to ensure our client was fully and properly protected.
• Trafigura PTE Ltd, on a complex, cross-border ZAR financing being advanced by The Standard Bank of South Africa Limited for the expansion of Trafigura’s commodities trading enterprises, with an immediate FX swap to convert the currencies to USD.
• Trafigura PTE Ltd in respect of an uncommitted secured USD 80 million financing advanced by Absa Bank Limited (acting through its Corporate and Investment Banking divisions) as co-ordinator and facility agent, to Trafigura Services South Africa (Pty) Ltd and Trafigura Pte Limited as borrowers and TGPL as guarantor.
• African Rainbow Minerals Ltd in restructuring the commercial financing arrangements with Glencore in respect of ARM Coal (Pty) Ltd’s participation in the Glencore Participating Coal Business and the Goedgevonden Coal Mine, to the value of over ZAR 6 billion.
• Royal Bafokeng Platinum in relation to the significant upsize of its existing term and revolving credit facilities to an aggregate amount of approximately ZAR 3 billion, in order to effect the acquisition by its wholly owned subsidiary, Royal Bafokeng Resources, of the balance of the 33% interest in the Bafokeng Rasimone Platinum Mine Joint Venture for an aggregate amount of ZAR 1.863 billion from Rustenburg Platinum Mines, a wholly owned subsidiary of Anglo American Platinum.
• Orion Resources in respect of its acquisition of an equity interest in Blyvoor Gold Capital Proprietary Ltd. The estimated deal value, which included various gold streaming, offtake and equity arrangements, was USD 60 million.
• Harmony Gold Mining Company Ltd (Harmony) in relation to its USD 300 million acquisition of the Moab Khotsong mine, the Great Noligwa mine and related infrastructure from AngloGold Ashanti Ltd. – Energy and Natural Resources Deal of the Year, African Legal Awards 2018.
• Gold One Group Ltd in relation to the refinancing and upsizing of a USD 200 million margin loan facility provided by Bank of America, NA to G1 and secured by Sibanye Gold Ltd shares listed on the JSE to enable G1 to subscribe and pay for further shares in Sibanye Gold Ltd under their rights issue.
• Trafigura Beheer BV (Netherlands) and Trafigura PTE (Singapore) (as borrowers) in connection with the borrowing base facility provided by certain lenders (including FirstRand Bank Ltd) to Trafigura for the up to USD 450 million financing of copper commodities in the DRC, Zambia, Tanzania, Zimbabwe, South Africa and Mozambique.
• Absa Bank Ltd (in its capacity as Lender and ECIC Agent) in respect of a ground breaking and collaborative initiative to finance one of Africa’s significant new diamond producers in relation to (i) an ECIC backed facility of USD 84 million made available to the Liqhobong Mining Development Company Proprietary Ltd for the construction and development of a mine in the Maluti mountains of Lesotho and (ii) a Eurobond issue by Firestone Diamonds Plc (issuer) and Pacific Road Resources Fund and Resource Capital Fund as Subscribers.

Impact Investing

Jason advised the following clients on recent ESG and impact investing financing transactions:

• AgDevCo Limited, a social impact investor incorporated in the UK, on a refinancing of the debt of Cattle Feedlot Company Limited, which included (a) a purchase of existing debt from British International Investment Plc (formerly known as CDC Group Plc), (b) a refinancing of the existing CDC debt in terms of a term loan facility and a convertible loan instrument, (c) a subscription for new ordinary shares directly in CFC Malawi and (d) the acquisition of a further 10% of the ordinary shares in CFC Malawi from its Mauritian parent company.
• Standard Bank of South Africa Ltd and Stanbic Bank Botswana Ltd on a senior secured USD 30 million multicurrency term, revolving and overdraft financing made available to Wilderness Holdings Ltd, the world’s foremost responsible tourism business, and a number of its subsidiaries in various jurisdictions. This multifaceted deal was highly complex and contained multiple levels of security across Botswana and South Africa. It afforded the borrowers access to long-term flexible funding in multiple countries and in multiple currencies designed to enable Wilderness Safaris to expand and develop its existing infrastructure and promote conservation and sustainable tourism across Africa.
• AgDevCo Limited, a social impact investor incorporated in the UK, in connection with a financing to RAJ Group Holdings Sarl, ICN Trading Limited and Afrique Phyto Plus, for strengthening the borrowers operations in Ivory Coast, through the construction of new warehouses, offices and logistics equipment.
• IFC on a USD 100 million loan facility for CRDB Bank PLC to support the growth of CRDB Bank’s micro, small and medium enterprises as well as women owned and led small and medium enterprises in Tanzania.
• AgDevCo Limited, a social impact investor incorporated in the UK, in connection with a financing to New Forests Company Holdings I Limited, a public Mauritian company, which funds are to be applied for the growth and product diversification through addition of harvesting and new manufacturing capabilities in Tanzania and Uganda.
• Bank of China Limited (as original lender, arranger and agent), in respect of a USD 100 million term loan financing provided to African Export-Import Bank, a multilateral financial institution created pursuant to a charter, to be utilized towards the USD 3 billion PATIMFA Programme to help African countries deal with the economic and health impacts of the COVID-19 pandemic.
• AgDevCo Limited, a social impact investor incorporated in the UK, that provides debt and equity to agribusinesses in Sub-Saharan Africa, in connection with a debt investment in CB Mauritius for the development of macadamia and banana plantations and related agricultural operations in Mozambique

Real estate finance

Jason advised the following clients on recent real estate financing transactions:

• Standard Bank of South Africa Ltd and leading our teams on an intricate USD-based financing to Gateway Real Estate Africa, for the development of a Nigerian data centre
• Standard Bank of South Africa Ltd in respect of a complex secured real estate financing for ALP and ALPH, in Kenya.
• Investec Bank Ltd, Freedom Property Fund and Delta Property Fund (part of the Delta Africa group) in relation to a landmark USD 23 million and EUR 32 million multicurrency term loan facility for the acquisition of the Anfa Place Shopping Centre in Casablanca, Morocco, spanning 5 legal systems and covering 4 jurisdictions. The financing was the first entry into the Moroccan Market by the parties and has now set the platform for future funding models and projects in Morocco. This transaction was awarded the prestigious Banking, Finance and Restructuring deal of the year 2016 by the African Legal Awards.
• Stanbic Bank Kenya Ltd and Standard Bank of South Africa Ltd in relation to the USD 71.5 million secured financing for the development of the Two Rivers Mall in Kenya, being the largest shopping centre in East Africa.
• FirstRand Bank Ltd in respect of a USD 26.5 million development and medium term loan facility made available to Momentum Africa Real Estate Fund 1 Ghana Ltd (as borrower) for the purpose of financing the development, construction and operation of the 335 Place office block, in Accra, Ghana
• FirstRand Bank Ltd in relation to a USD 10.9 million medium term facility provided to a Nigerian incorporated company for the full refinancing of its existing senior debt funding for an office block in Lagos, Nigeria. The majority shareholder of the Borrower is part of the AXA Mansard Group, a worldwide leader in insurance and asset management.
• Standard Bank of South Africa Ltd in relation to a USD 28.5 million medium term facility provided to West Hills Mall Ltd (the borrower) pursuant to an English law development and term facility agreement for the full restructuring of the borrower’s West Hills Mall in Ghana
• FirstRand Bank Ltd, in connection with the USD 25 million development and term loan facility provided to Ghanaian subsidiary of Hyprop Investments and Atterbury Investments for the development of a shopping mall in Ghana.