Transaction Experience

Our experience

Our directors have advised on the following transactions (amongst others) in their legal careers:

Energy Projects Experience

Advised sponsor on RFP and bid agreements
Drafted and negotiated project agreements on behalf of project company
Assisted with bid document preparation, ensuring compliance with law and the RFP and all aspects of the transaction, including the generation licence application

Represented and advised Italian EPC and O&M contractor, inter alia with:

legal capacity opinions
advising on back-to-back cross-border bank guarantees
formation of new RSA SPVs
drafted and negotiated all typical corporate commercial agreements (JV agreement, shareholders agreements, supply and services agreements, memoranda of incorporation etc.)
reviewed and advised on EPC and O&M agreements

Represented RSA based IPP in its acquisition of a 30% stake in several solar and wind projects (at least 5 achieving Preferred Bidder status)
Drafted and negotiated all typical equity and corporate agreements for internal group structure
Advised and drafted amendments to all corporate commercial agreements involving Italian co-shareholder

Represented RSA based IPP in its acquisition of a 30% stake in a Mozambican IPP gas-fired power project
Drafted and assisted on all equity and corporate agreements for the transaction

Represented buyer in its acquisition of the Darling Wind Farm (out of liquidation) in terms a s155 scheme of arrangement; vetted and advised on all acquisition agreements and scheme documents etc
Drafted O&M agreement for new operator, amended PPA with City of Cape Town Municipality, drafted new PPA for POWERX offtake
Reviewed and advised on Eskom Genflex supply, connection and use-of-system agreement
Assisting in obtaining NERSA Generation Licence Amendment
Assisting in obtaining exemption from Grid Codes

Represented sponsor and drafted all equity and shareholder financing agreements in regard to its financial closing of Africa’s largest anaerobic biodigester plant, based in Athlone, Cape Town
Set up SPVs, with ring-fenced MOIs
Advised on and negotiated IDC’s term loan facility agreements and security documents
Advised shareholders and project company in regard to the contractual disputes and options to exit investment (including liquidation and business rescue applications etc.)

Drafted and negotiated over 100 PPAs on behalf of POWERX (Pty) Ltd, including generator (buy-side) and customer (sell-side) PPAs and several municipal and Eskom connection and use-of-system agreements (CUOSA) and wheeling agreements
Assisted with the redrafting of full suite of trading agreements for POWERX (Pty) Ltd, including new template generator and customer PPAs and municipal use-of-system agreement and wheeling agreements
Represented four prospective electricity traders with NERSA trading licence applications and strategy
Advised on compliance with law, drafting generator and customer PPAs, engagements with Eskom and municipalities, providing comments to government on proposed legislative enactments, opinions on municipal regulatory framework and other law, drafting agreements with municipalities for wheeling and connection and other agreements necessary for the projects

Energy Regulation Experience

Stellenbosch Municipality on behalf of Eskom connected hydro generator – own use, net metering and sales to two customers within the Stellenbosch Municipality

Drafted PPA
Negotiated Eskom CUOSA, including net-metering and off-set arrangements
Amended Eskom and generator electricity supply agreement (ESA)
Amended municipality and municipal customers ESAs (for reconciliation of accounts)
Provided comments on behalf of client on draft updates to municipal electricity bylaws and tariff policy
Advised generator on national and municipal legislation, policies and plans, rules and regulations relating to wheeling through municipal distribution networks
Assisted with NERSA generator licence Amendment Application

Stellenbosch Municipality on behalf of applicant for trading licence

Drafted generator and customer PPAs
Provided opinion on obligations of municipalities to allow use of their distribution networks by private parties
Negotiated wheeling agreement between the potential trader and the municipality

George Municipality on behalf of applicant for trading licence

Negotiated agreements between potential trader and the municipality
Provided suite of legal opinions on behalf of the potential trader to the municipality to illustrate municipal obligations and entitlements and compliance with law
Drafted generator and customer PPAs
Provided comments on behalf of client on draft SSEG guidelines
Numerous meetings and engagements with municipality staff in order to settle the agreements, discuss regulatory requirements, analysis of municipal tariffs and the trading tariff model

Overstrand Municipality on behalf of applicant for trading licence

Negotiated agreements between potential trader and the municipality
Provided suite of legal opinions on behalf of the potential trader to the municipality to illustrate municipal obligations and entitlements and compliance with law
Numerous meetings and engagements with municipality staff in order to settle the agreements, discuss regulatory requirements, analysis of municipal tariffs and the trading tariff model

Nelson Mandela Bay Metropolitan Municipality

Analysis of cost of supply study
Meetings with cost of supply study consultants to discuss the findings and the tariff implications
Reviewed tariffs submitted to NERSA for 2021/2022 incorporating wheeling
Assisted client with redrafting the SSEG guidelines and procedures
Negotiated amendments to AMEU/SALGA Connection Agreement for submission to the metropolitan municipality, incorporating cost of supply findings and tariff submissions
Drafted more substantial CUOSA for submission to the metropolitan municipality on behalf of another client (non-SSEG – with proposed installations of 10MW each)
Negotiated PPA with Amatola Green Power (Pty) Ltd (now POWERX) on behalf of sugar industry cogenerator, including extensive due-diligence conducted in the metropolitan municipality, meetings and interactions with metropolitan municipality staff and meetings with customers of the trader

Umhlathuze Municipality

Drafted and negotiated PPA for short term supply to municipality (up to 3 years)
Negotiated amendments to client ESA with municipality (for reconciliation of accounts) following successful participation in Eskom STPPP programmes
Assisted municipality (on behalf of client) with amendment to Eskom ESA with the municipality (for reconciliation of accounts) flowing from the STPPP programme
Negotiations and meetings with municipality
Reviewed municipal tender documents for sale of energy to the municipality on behalf of client

Ethekwini Metropolitan Municipality

Reviewed client’s 3-year PPA with metropolitan municipality
Negotiated amendments to client’s NERSA generation licence to reflect 3-year PPA with metropolitan municipality

Ekurhuleni Metropolitan Municipality

Meetings with metropolitan municipality to discuss wheeling between the municipality and City Power in Johannesburg
Provided legal opinion for submission to the metropolitan municipality and NERSA on distribution obligations of the metropolitan municipality
Drafted and negotiated Customer PPA with customer of potential trader located within the metropolitan municipality
Reviewed proposed municipal wheeling tariffs

Matjhabeng Municipality

Advised developer in proposed 500MW CSP installation in PPP involving the Matjabeng Municipality
Drafted and negotiated several project agreements including PPA, Connection and Use of System Agreements, Notarial Lease Agreements
Member of Steering Committee comprising representatives of the Mayoral Committee, Municipal Administrative Staff, Eskom and various relevant Municipal Committees

Other Municipalities

Prepared draft CUOSA for clients situated in a number of municipalities
Assistance to clients on how to structure their projects when wheeling through municipalities
Engagements with NERSA on private distribution licences for clients embedded within municipalities

Assisted with registration of seven SSEG projects and one cogeneration project (under the licensing exemption)
Negotiated amendments to NERSA Generation licences for generators situated within municipalities, wheeling into municipalities or for Eskom grid connected wheeling
Provided comments on rules, policies, concurrence papers, media statements and interpretation of the law
Interactions with NERSA on behalf of generators, industry associations, BUSA

Provided comments on schedules, legislative enactments, policies and the law
Interactions with DMRE on behalf of generators and industry associations, including BUSA

Engagement, on behalf of Business, in the IRP stakeholder consultation process
Engagement, on behalf of Business, in working groups for the sustainability of energy supply

Drafted and negotiated broad range of ESAs and ancillary documents, including amendments to, redrafting and negotiation of bilateral PPAs, Eskom WEPS (wholesale electricity pricing system) PPAs, Eskom STPPP (short term power procurement programme) PPAs, and various extensions and subsequent attendant amendment contracts, on behalf of pulp and paper producers (co-generation), paper recyclers, sugar mills (bagasse)
Drafted and negotiated dozens of trading agreements for prospective and current traders, Municipal PPAs, heads of terms, letters of intent, PPAs incorporating sales of Renewable Energy Certificates, Sales of Renewable Energy Certificates etc.
Negotiated amendments to full suite of Eskom agreements (various iterations, amendments and updates), including Eskom Cost Estimate Letter, Budget Quotes and Eskom Connection and Use-of-System Agreements, Genflex Agreements, Wheeling Agreements, Addenda to Electricity Supply Agreements to reflect reconciliation of accounts, Net-Metering and Banking Agreements, and assisted clients with regard to a number of Municipal agreements, including Municipal Connection and Use of System Agreements, Use of System Agreements and the like, assessment and input to IPPs on Municipal Tenders and Namibian Tender Documents
Reviewed and advised on legislation and Treasury Rules relating to Municipal PPAs
Presentations and training on electricity regulation, the legislative environment, difficulties experienced by IPPs and proposed solutions to various bodies of IPPs
Provided comments on REIPPP bid documents to reflect necessary changes to be made to the PPA, IA and Direct Agreement to adequately reflect the peculiarities of Co-Generation and submission to the DoE IPP office and marked- up full suite of documents

Provided comments, made representations and presentations, attended meetings with government (DMRE and NERSA) on behalf of clients, and provided opinions to clients on policy compliance documents, interpretation of the law including proposed law
Assistance with drafting, roll out and training for the group legal compliance programme (including assessment of material laws and procedures and global administration of the programme) , the Code of Ethics, the Competition Law Policy and the Promotion of Access to Information Manual for a large multinational firm

Corporate and Commercial Experience

Represented Clean Energy Africa Investments (Pty) Ltd in its acquisition of a 62% equity stake in Amatola Green Power (Pty) Ltd (now called POWERX (Pty) Ltd), which at the time was the only private company in South Africa to hold a NERSA issued Trading Licence
Drafted and advised on all internal corporate governance documentation post transaction, including executive employment agreements, company policies, approvals framework, contract management system, ABC policies etc.

Represented fund manager and drafted and negotiated all agreements related to the set-up of RSA based funds (en commandite partnership structure), subscription agreements, term loan agreements etc.
Advised on the set up of Mauritian based funds, structured through public GBC1 companies and Limited Liability Partnerships, including all related investment agreements

Represented American private equity fund manager in its acquisition of a 85% stake in an RSA clean energy company
Advised on and drafted all legal agreements including subscription agreements, bridge loan agreement, shareholders agreement (with contingent shares incentive scheme), Memorandum of Incorporation, key-man agreements, company policies, approvals framework, sub-committee terms of references, SPV set ups etc.
Assisted with obtaining exchange control approvals relating to the inward investments/shareholder loans, and outward management fees/ director fees
Performed all company secretarial functions

Represented fund manager of a Cayman Islands Fund with a trade finance transactions (involving a sale and repurchase agreements) and renewal of fund documentation
Drafted and negotiated financing and acquisition agreements relating to client’s acquisition of a 60% stake in a top 3 cement company in Kenya

Represented large independent schools management company in refinancing its operations
Advised on, reviewed and drafted amendments to financing facility agreements, relating to a R100 million financial package granted by a large institutional investor

Represented JD Group Ltd in regard to a corporate loan agreement with listed group
Drafted and negotiated bi-lateral term loan facility agreement, which had to be congruent with the borrower’s billionDomestic Medium Term Note (DMTN) Programme

Represented GroCapital Financial Services in regard to a corporate loan agreement with listed borrower
Drafted and negotiated bi-lateral term loan facility agreement on which had to be congruent with the borrower’s ZAR5 billion DMTN Programme
Reviewed and negotiated all security documents and financial covenants

Represented large private farming operation in its BEE restructuring transaction
Drafted and negotiated all agreements relating to the restructuring, including set up of new companies, investment structuring agreements, subscription agreements, share sale agreements, shareholders agreements, memoranda of incorporation, preference share terms, executive employment agreements etc.

Represented large multinational corporation in all its treasure matters, including:

Multicurrency revolving Euro 600 million syndicated loan (international syndicate of 28 banks)
Euro 500 million syndicated term loan with 16 banks
Euro 280 million syndicated term loan
Global zero target balancing cash pooling arrangements
South African Domestic Medium Term Note issue of R3 billion (first and second tranches of R1billion each)
Securitisation of accounts receivables – Hong Kong, North American and European operations
Review and negotiation of the global Credit Insurance and Reinsurance agreements (Europe, North America and South Africa) for accounts receivables
Bridge financing for material mergers and acquisitions

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