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Equity Capital Markets

Fields a deep bench of experienced lawyers with an outstanding reputation in both debt and equity capital markets. – Chambers and Partners, 2022.

We are consistent market leaders when it comes to understanding and keeping abreast of developments in the South African capital markets legal, regulatory, financial and corporate governance framework.

We advise on initial public offerings (IPOs), rights offers, inward listings and secondary offerings (including private placements). Our services include drafting prospectuses, pre-listing statements and circulars; drafting and negotiating underwriting/ placement  and related agreements; completing legal due diligences; advising on regulatory and corporate government matters; liaising with regulators; and providing required legal opinions.

In recent years we have advised local and international bookrunners, underwriters and issuer clients on some of the largest and most high profile, global equity capital market transactions with a South African or African connection.  Our experience covers all significant regulated industries including consumer goods, insurance, mining, property and retail.

We have excellent relationships with key government agencies and regulatory authorities including the competition authorities, the JSE, the Takeover Regulatory Panel, the Financial Surveillance Department of the South African Reserve Bank, and other government agencies. This is of particular value to our clients because it enables us to assist them to navigate complex regulatory requirements which may be associated with equity capital markets transactions.

Our clients include issuers, arrangers, dealers, exchange sponsors and underwriters.

  • We advised AEP Energy Africa on its listing on the AltX (alternative board) of the Johannesburg Stock Exchange as a special purpose acquisition company. It listed with a view to raising a minimum targeted capital amount of ZAR 400 million.
  • We advised Royal Bafokeng Platinum Mine on its acquisition of a concentrator plant and related surface rights (including the water and power allocations) in respect of the immovable property owned by Maseve Investments 11 Pty (Maseve) which may be required by RBPlat to access and operate the plant and access to tailings infrastructure, for a consideration equal to the ZAR equivalent of USD 58 million, and the acquisition of 100% of the shares in and shareholder claims owing by Maseve for a consideration equal to the ZAR equivalent of USD 12 million.
  • We advised PPC, the largest cement manufacturer in South Africa and a Johannesburg Stock Exchange listed entity, on its proposed merger negotiations with AfriSam Group and various other interested investors.
  • We advised Brainworks, a Mauritian diversified investment company with a focus on Zimbabwe, on its ZAR 317 million primary inward listing (by way of a private placement) on the Johannesburg Stock Exchange.
  • We advised Harmony Gold Mining Company on its USD 300 million acquisition of the Moab Khotsong Mine, the Great Noligwa Mine and related infrastructure from AngloGold Ashanti. We were named  Energy and Natural Resources Team of the Year at the African Legal Awards in 2018 for this work.
  • We advised the selling shareholders of Dis-Chem Pharmacies on a ZAR 1.1 billion accelerated bookbuild placement of Dis-Chem shares by Investec, Goldman Sachs and Standard Bank, acting as joint bookrunners for the selling shareholders.
  • We advised Rand Merchant Bank and Morgan Stanley (as joint bookrunners for The Foschini Group) on The Foschini Group’s accelerated bookbuild to raise approximately ZAR 2.5 billion to repay a bridge facility.
  • We advised Rand Merchant Bank, Citigroup Global Markets Inc., J. P. Morgan Securities, Morgan Stanley and Co. International and HSBC Bank (as underwriters and joint bookrunners) on a USD 1 billion rights offer and high yield bond offer of USD 2.6 billion by Sibanye Gold, to fund a bridge facility in acquiring the North American Stillwater Mining Company.
  • Alexander Forbes Group in relation to its transaction with African Rainbow Capital (ARC), a wholly-owned subsidiary of Ubuntu-Botho Investments. From a tax perspective, the tax team specifically assisted with the structuring of a complex transaction which had to take into account tax, BEE and other considerations.
  • Bowmans advised PPC in relation to its R4 billion rights offer and financial restructuring and in relation to the unwind of certain components of its 2008 B-BBEE transaction.
  • Bowmans acted for Absa Bank and HSBC Bank (as underwriters and joint bookrunners) in the recent ZAR 1.2 billion rights offer by Ascendis Health to partially fund its European acquisitions of Scitec International S.à r.l. and Remedica Holding
  • Counsel to Alexander Forbes Group Holdings advising on the dual track M&A and IPO process, which resulted in Alexander Forbes Group Holdings listing on the JSE. This was the largest IPO in 2014. Alexander Forbes initially listed on the JSE in 1996 and returned to the Main Board after delisting in 2007 when the company was bought by a private equity consortium.

Capital Markets Team of the Year

African Legal Awards, 2021

Fields a deep bench of experienced lawyers with an outstanding reputation in both debt and equity capital markets. Involved in a variety of domestic and cross-border matters. Well-versed in IPOs, inward listings, accelerated bookbuild share placements and Black Economic Empowerment matters.

Chambers and Partners, 2022