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F I N A N C I A L S E R V I C E SA N D I N V E S T M E N TM A N A G E M E N T

Who are weBowman Gilfi llan is one of the premier corporate law fi rms in South Africa with offi ces in Johannesburg and Cape Town. The fi rm has an association with Coulson Harney in Kenya and a relationship with Udo Udoma & Belo Osagie in Nigeria. Employing more than 311 specialised lawyers (including over 120 partners), with a total staff of over 630, the fi rm is widely recognised for its professionalism and superior legal services.

As one of South Africa’s biggest and oldest corporate law fi rms, Bowman Gilfi llan draws from a solid knowledge of the local business environment and an in-depth understanding of the country’s complex socio-political climate. Essentially, this enables us to offer technical legal services of the highest calibre in the context of sound, practical business advice.

Bowman Gilfi llan’s committed and diverse team of corporate attorneys, years of experience in the industry and supreme legal expertise comprise a winning formula that has earned us a series of accolades, including South African Law Firm of the Year at the PLC Which Lawyer? Awards 2010.

The fi rm’s dynamic combination of local expertise and international presence has attracted high-profi le clients both in South Africa and around the world. Investment banks, industrial conglomerates, fi nancial institutions, government and state authorities are just some examples of clients who depend on Bowman Gilfi llan to handle their corporate legal affairs.

Our legal services

Bowman Gilfi llan’s extensive list of specialist legal services includes:

• Banking and Finance• Bankruptcy, Insolvency and Restructuring Dispute Resolution • Benefi ts (pensions, medical and incentive schemes) • Capital Markets and Securities • Commercial Property • Competition and Trade • Construction and Engineering • Corporate and Commercial law • Dispute Resolution • Employment • Energy • Environmental, Natural Resources and Climate Change• Financial Services and Investment Management• Forensics and White Collar Crime • Intellectual Property • Litigation • Maritime and Transport • Mergers and Acquisitions • Mining • Oil and Gas • Pharmaceutical and Healthcare • Private Equity law • Project Finance and Infrastructure Development and Public Private Partnerships law • Public and Regulatory • Real Estate and Conveyancing• Tax• Technology, media and telecommunications

In June 2003, Bowman Gilfi llan formally established its Pro Bono Programme, and by the end of the fi nancial year on 28 February 2010, our practitioners had contributed approximately 51 000 hours of their time to pro-bono matters, at an average contribution of approximately 30 hours per practitioner per year. The value of that time at billable rates is approximately R43 million.

A global network of commercial and corporate law attorneys

Bowman Gilfi llan has the unique advantage of operating as part of a global network of commercial and corporate law attorneys.

Many of our partners belong to the International Bar Association, and we are members of infl uential interna-tional intellectual property law organisations such as AIPPI (International Association for the Protection of Intellectual Property), the Licensing Executives Society, and FICPI (International Federation of Intellectual Property Attorneys). The fi rm’s directors also attend International Trade Mark Association, Marqes, Char-tered Institute of Patent Agents and the Asian Patent Attorneys Association meetings on a regular basis.

As a member of Lex Mundi, the leading association of independent law fi rms in the world, Bowman Gilfi llan works in close association with more than 160 international member fi rms and 21 000 lawyers all over the world.

Bowman Gilfi llan is the exclusive South African repre-sentative of the Employment Law Alliance, the world’s largest and most important network of labour and employment lawyers.

Our presence in Africa

Bowman Gilfi llan established the African Group to unite lawyers across the fi rm in providing integrated legal services to our clients throughout Africa. Focusing primarily on corporate law, commercial law and fi nancial law, the Africa Group facilitates cross-border legal services of the highest global standards in Africa.

The Group serves corporations, fi nancial institutions, parastatals and governments by offering the expert and timely legal advice they need in order to achieve their commercial objectives on the continent. The Africa Group’s dynamic relationships with prestigious commercial law fi rms across the continent, afford our clients excellent and dependable legal advice, irrespective of where they are based in Africa.

We have offi ces in Johannesburg and Cape Town. The fi rm has an association with Coulson Harney in Kenya. Our collaborative relationship with Udo Udoma & Belo Osagie, a leading Nigerian law fi rm, ensures a presence in the various African cities. We are members of Lex Mundi, the world’s leading association of independent law fi rms, with members in Algeria, Egypt, Ghana, Ivory Coast, Mauritius, Morocco, Namibia, Senegal and Tunisia. We work with leading law fi rms in other countries in Africa, with whom we have developed close working relationships over the years. We have carried out assignments in the following African countries and Mauritius:

Countries with Bowman Gilfi llan offi ces and close associations

Countries where we have carried out assignments

Lesotho

Togo

NigeriaGabon

DRC

Angola

Namibia

Egypt

Ethiopia

Kenya

Uganda

Tanzania

South Africa

Tunisia

Central African Republic

Rwanda

Zambia

Zimbabwe

Benin

Ghana

Botswana

Mozambique

Swaziland

Senegal

Liberia

Sierra Leone

Côte D’IvoireCameroon

Somalia

Nairobi

Cape Town

Johannesburg

Madagascar

Sudan

Lagos

Financial Services and Investment Management

sub-practice group

The Financial Services and Investment Management sub-practice group is part of Bowman Gilfi llan’s Banking and Finance practice group and provides high quality legal advice to domestic and international clients on the legal and regulatory aspects of fi nancial services and investment management.

Our sub-practice group consists of eight directors, four senior associates and other junior attorneys, with a wealth of experi-ence in the law pertaining to fi nancial services and investment management. This blend of professionals ensures that transactions are appropriately staffed with regard to the level of complexity and, in addition, that the sub-practice group has suffi cient depth, in the sense that there is cover and backup every step of the way. Bowman Gilfi llan’s strong commitment to transformation in the South African context also ensures that transactions are appropriately staffed from a transformation perspective.

The sub-practice group’s experience spans both domestic and cross-border transactions. Our sub-practice group is continu-ously exposed to and has kept pace with international legal developments and with the service offering of leading law fi rms practicing in London, New York and other international and commercial centres, while leading the domestic markets in setting the standard for innovation and documentation standards.

The Financial Services and Investment Management sub-practice group offers legal advice in relation to all legal aspects of investment management and fi nancial services. Our sub-practice group regularly advises a broad range of clients on all aspects of South African regulatory work as it pertains to fi nancial services and investment management, including advising domestic and foreign banks on South African banking law, and providing specialist advice on structured products, derivatives and the development of Islamic investment products. Our sub-practice group is recognised in the South African market for its exchange control expertise. Our sub-practice group also regularly advises on the establishment of collective investment schemes, hedge funds and other structured funds, drafting and negotiating investment management and advisory agreements and advising on custodial arrangements on the local exchanges. The sub-practice group also provides advice on the regulatory environment affecting private equity funds. In particular, the sub-practice group’s areas of expertise include:

• establishing collective investment schemes, hedge funds and other structured funds;• legislation and regulations affecting investment funds, investment/asset managers and investors;• drafting and negotiating investment management agreements, custody agreements, investment advisory agreements and dealing agreements;

• custodial arrangements, including STRATE rules;• derivative transactions including making successful representations to various industry bodies on Islamic fi nance particularly on the structuring of Islamic compliant fi nancial products;• securities trading and securities lending arrangements;• reviewing prospectuses; • private placement memoranda;• subscriptions for interests in investment funds and negotiating side letters in relation to such subscriptions;• legal due diligence exercises in relation to investment management and investment funds;• the investment of pension fund assets; • tax law in relation to investment funds, structuring of fi nancial products and investors; and• drafting legal opinions on the South African regulatory regime as it relates to fi nancial services and investment management.

The sub-practice group has a particular competence in dealing with the Financial Services Board (the regulator responsible for regulating fi nancial services, including approving the operation of foreign domiciled investment funds in South Africa).

The sub-practice group works closely with other practice groups in order to provide integrated advice to clients.

Expertise

Notable transactionsMembers of the sub-practice group have extensive expertise and experi-ence advising our clients in relation to the legal and regulatory aspects as it pertains to fi nancial services and investment management. Members of the sub practice group have acted in the following matters:

• Advising and assisting Invesco with regard to collective investment scheme registration and deregistration in South Africa.• Advising and assisting Russell with collective investment scheme registration in South Africa.• Advising and assisting SEI with the fi rst UCITS III compliant fund registration in South Africa.• Advising Investec Asset Manage- ment, Rand Merchant Bank, Deutsche Bank, The Standard Bank of South Africa, Goldman

Sachs International, BNP Paribas, ICICI, Invesco, Russell, Absa Bank, Absa Wealth Management, Nedbank, Barclays Wealth Management, Macquarie and Citigroup on the regulatory regime in South Africa pertaining to collective investment schemes.• Advising and assisting First National Bank, Invesco, First Rand Bank, RMB, JP Morgan, Macquarie, Deutsche Bank, Citigroup, Barclays Wealth and Absa Wealth with understanding the regulatory framework in South Africa pertaining to the provisions of fi nancial services in South Africa and with lodging associated registration applications to the FSB where applicable.• Advising and assisting Investec, Deutsche Bank and Cadiz with their prime broking mandates.

• Advising the International Swaps and Derivatives Association, the International Capital Market Association and the Securities Lending and Repo Committee on the enforceability of the ISDA, GMSLA, GMRA, OSLA and GESLA Master Agreements in South Africa.• Advising Rand Merchant Bank, Citigroup, BNP Paribas, JP Morgan and Deutsche Bank on the enforceability of various provisions of the ISDA Master Agreement and the GMSLA Master Agreement including the enforceability of the collateral provisions contained in the above mentioned Master Agreements.

• Advising BNP Paribas, Credit Swiss, Goldman Sachs Interna- tional, Macquarie, Morgan Stanley, Barclays Wealth, Citigroup, General Electric Asset Management, Sumitomo Mitsui Banking Corporation and Nomera Asset Management on the Exchange Control regulations in South Africa and assisting, where applicable, with applications to the South African Reserve Bank.• Advising STRATE on custodial arrangements pertaining to dematerialised securities.• Acted for Goldman Sachs International in a number of complex derivative transactions including total retail swaps, credit default swaps and extinguishing swaps done on a back-to-back basis through an authorised dealer in foreign exchange.

• Acted for Deutsche Bank, Bank of America, Merrill Lynch, Investec, Rand Merchant Bank, BNP Paribas, Nedbank and JP Morgan in negotiating interest rate and cross currency derivate transactions with various counter parties.• Advising Aviva Investors Sicav on mergers of sub-funds and de-registration. Also advised Aviva on private placement arrangements.• Advising Renaissance Capital on the regulatory aspects of acquiring a brokerage.• Advising PIMCO Europe Limited, Aberdeen Asset Management PLC, South Eastern Asset Management and Colchester Global Investors Limited on the registration requirements for fund managers.

• Incorporation and registration of Credit Suisse Securities (Johannesburg) (Pty) Limited as a fi nancial services provider and member of the JSE Securities Exchange.• Advising IG Markets Limited on its CFDs business in South Africa.

Cli

ent

list

We also work regularly with, amongst others, the following international law fi rms: Allen & Overy, Baker & McKenzie, Berwin Leighton Paisner, Clifford Chance, Denton Wilde Sapte, Freshfi elds, Latham & Watkins, Linklaters, Mayer Brown, McDermott Will & Emery, Paul Weiss, Sherman & Sterling, Simmons & Simmons and Slaughter & May.

Aberdeen Asset Management Absa BankABN AmroAfrican Rainbow MineralsAlexander ForbesAviva Investors Global Services Limited Bank of America Merrill Lynch Bank of New York MellonBarclaysBarclays CapitalBarloworldChina Construction BankChina Development BankCitigroupCity of JohannesburgColchester Global Investors LimitedCredit SuisseDatatecDBSADenelDeutsche BankDölberg GroupEricssonEskomExport Development CanadaFirst AfricaFirst National BankFirstRand BankFitch

Goldman SachsGrindrod BankIBMIG Markets LimitedInvestec Asset ManagementInvestec BankJP MorganLibertyMacquarieMitsubishi UFJ Financial GroupMorgan StanleyNedbank CapitalNedbank CorporateOld MutualOld Mutual Specialised FinancePIMCO Europe LimitedPublic Investment Corporation Limited Rand Merchant BankRenaissance Capital Limited Royal Bank of ScotlandSanlamSanlam Capital MarketsSouth Eastern Asset Management Standard Chartered BankStandard BankSumitomo Mitsui Banking CorporationSwiss ReVirgin Active

SHAHID SULAIMAN

PARTNER

Shahid is a partner in the Corporate Department and a member of the Banking and Finance practice group and the Financial Services and Investment Management sub-practice group. Shahid practices in the general corporate, fi nancial services, banking and insurance, mergers and acquisitions and securities law fi elds.

He has worked on the acquisition by Standard Bank of a stake in the Nigerian banking sector, the RMB / Morgan Stanley joint venture, the acquisition by Hanwa (a Japanese company) of a stake in Samancor Chrome, the refi nancing of Parmalat SA, advising Morgan Stanley, Deutsche Bank, Merrill Lynch, Credit Suisse First Boston, Bank of New York Mellon and others on fi nancial services, derivatives transactions, exchange control, company law issues and various other matters, the development of hedge fund products by Alpha Asset Management (including international hedge fund structures), advising Sanlam Investment Management on the development of securities investment structures, advising Pfi zer on various contractual and other arrangements in connection with its Nigerian operations and advising various insurance companies and banks on the structuring of Islamic fi nancial products.

Tel: +27 21 480 7907Fax: +27 21 424 1688Email: [email protected]

FRANCISCO KHOZA

PARTNER

Francisco Jabulani Khoza is a partner in the Corporate Department and a member of the Banking and Finance practice group and the Financial Services and Investment Management sub-practice group. Francisco specialises in fi nancial markets legislation and the investment aspects of pension law. He has worked for Linklaters LLP in London. Francisco has experience in advising on: forming and operating various types of investment fund (collective investment schemes, hedge funds, private equity funds etc); marketing and operating foreign investment funds in South Africa; custodial arrangements (including the regulatory environment of STRATE); negotiating relationships with custodians, dealers and brokers; establishing and registration of fi nancial services providers (including foreign fi nancial services providers); and advising on the fi nancial markets regulatory aspects of M&A transactions.

Francisco also has experience in advising pension scheme trustees, pensions administrators, investment managers and investment consultants on matters relating to investing assets in funds that invest in property of all types–equity securities, private equity, derivatives, fi nancial instruments and real estate.


ANTHONY COLEGRAVE

PARTNER

Anthony Colegrave is a partner in the Corporate Department and a member of the Banking and Finance practice group and the Financial Services and Investment Management sub-practice group. He regularly advises domestic and international banking and fi nance clients. His emphasis is on banking regulation, fi nancial services and hedge funds. In the fi eld of fi nancial services, Anthony has signifi cant experience in advising investment managers on the regulatory considerations when conducting business in South Africa. In the fund structuring fi eld, Anthony’s particular focus is on the provisions of the Financial Advisory and Intermediary Services Act, 2002 and the Collective Investment Schemes Control Act, 2002. In this regard, Anthony has assisted local and international hedge fund clients with their structuring requirements. In the collective investment schemes space, Anthony has assisted local and international collective investment schemes with their registration and ongoing reporting and fi ling requirements.

Anthony also regularly advises on securities lending and hedging transactions for local and international clients. In the prime broking fi eld, Anthony advises clients on their regulatory concerns and generally assists in the reviewing and drafting of prime broking mandates. Anthony further regularly advises on local banking facilities for both local and international clients. Anthony has signifi cant experience in exchange control issues and often advises local and international clients with exchange control queries or applications to the South African Reserve Bank.


LIONEL SHAWE

PARTNER

Lionel Shawe is a partner in the Corporate Department and head of the fi rm’s Banking and Finance practice group. Lionel has a wealth of experience in Banking – according to the IFLR 1000 (a guide to the world’s leading fi nancial law fi rms), Lionel is regarded as “probably the most prominent fi nance lawyer in South Africa”. The Legal 500, which provides the most comprehensive worldwide coverage currently available on legal service providers, describes him as an “outstanding practitioner”. Lionel is rated in the fi rst tier of South African banking and fi nance lawyers and South African capital markets lawyers by both IFLR1000 and Chambers Global. Chambers Global 2010 describes Lionel as the “best banking, loans and acquisitions lawyer in the country” and also say that “with Lionel you rarely need anyone else thanks to his excellent combined commercial expertise”. In addition, Lionel is highly rated for his tax expertise in the banking and fi nance area. He regularly advises domestic and international banking and fi nance clients on a range of complicated banking and fi nance transactions.

Lionel has signifi cant expertise in the complex area of derivatives (in particular credit derivatives). Lionel has extensive experience in exchange control issues and is regularly consulted for his knowledge of banking law regulations.


ANNE MCALLISTER

PARTNER

Anne is a partner in the Corporate Department and a member of the Financial Services and Investment Management sub-practice group. Anne did her articles during 1988 – 1989 in Johannesburg and then practiced as an attorney until she moved to Cape Town in 1993. After a year of lecturing at UWC, she joined a large law fi rm as a partner in the commercial department in 1996. In 1997 she moved back to Johannesburg and joined the corporate fi nance department at RMB. Her job covered all aspects of mergers and acquisitions, particularly BEE transactions. Early in 2003, along with two of her RMB colleagues, she set up a boutique advisory business, Piton Capital, advising companies and black entrepreneurs on the design, fi nancing and implementation of BEE transactions. She joined Bowman Gilfi llan in June 2005 as a partner in the Cape Town corporate department.

Anne’s practice covers all areas of mergers and acquisitions and its fi nancing, and she is particularly interested in the fi eld of derivatives. She has been involved in a number of structured fi nance transactions using derivatives for international banks such as Morgan Stanley and Bank of America Merrill Lynch, as well as for South African parastatals and investments banks.


WALLY HORAK

PARTNER

Wally is a partner in the Corporate Department and a member of the Financial Services and Investment Management sub-practice group. Wally has 25 years of experience in the fi eld of tax and fi nance, including working for Investec Bank, working in Australia (as senior tax manager with Coopers & Lybrand), 12 years with Arthur Andersen South Africa – leading the International Tax Team of 28 professionals – Andersen Worldwide partner. Wally joined SHG in September 2002 with 17 members of his Andersen team and he joined Bowman Gilfi llan in November 2006.

Wally advises on a wide spectrum of tax law, including international tax, with special emphasis on cross border mergers and acquisitions, fi nancing, transfer pricing, exchange control and expatriate secondments, local corporate tax, including advising on the tax effi cient structuring of mergers and acquisitions, the structuring of private equity funds, tax effi cient fi nancing structures, tax effi cient share schemes, etc.

Clients in the banking industry include Standard Bank, Morgan Stanley and RMB. In the investment fund industry, clients include Old Mutual, Coronation Fund Managers, Ethos Private Equity, International Housing Solutions and Titan Share Dealers.


MOGOLA MAKOLA

PARTNER

Mogola is a partner in the Corporate Department and a member of the Financial Services and Investment Management sub-practice group. Mogola specialises in domestic and international tax, with a specifi c interest in transactions involving derivatives.

Mogola has advised on some of the fi rm’s major mergers and acquisitions transactions in relation to tax effi ciency structuring, and has experience in advising on the tax structuring of offshore investments, derivative trades, investments in a private equity funds, securities lending transactions, and private equity fund formations and tax structuring.


ANERIA BOUWER

PARTNER

Aneria is a partner in the Corporate Department and a member of the Financial Services and Investment Management sub-practice group. Aneria advises on all aspects of domestic and international tax, including the structuring of private equity funds, local and cross-border fi nancing transactions, cross-border expansion into or from South Africa, advising South African and international clients on trading with and investment in other African countries, corporate restructuring, employee incentive schemes, inbound and outbound expatriates and exchange control.

Prior to joining Bowman Gilfi llan in March 2007, she worked at another eminent South African law fi rm, fi rst in the insurance litigation department and then in the international tax department, specialising in employees’ tax and cross-border secondments. Her litigation experience serves as a valuable background when representing clients in disputes with SARS.

She is currently completing a LLM in International Trade Law through the University of Stellenbosch.


JOANNE PRETORIUS

SENIOR ASSOCIATE

Joanne Pretorius is a senior associate in Bowman Gilfi llan’s Corporate Department and a member of the Banking and Finance practice group as well as the Financial Services and Investment Management sub-practice group.

Joanne has had signifi cant exposure to the regulatory side of fi nancial services and investment management. She has advised clients on their compliance obligations in respect of the Financial Advisory and Intermediary Services Act, 2002, the Financial Intelligence Centre Act, 2001, the Pension Funds Act, 1956 and the regulations to these Acts, as well as the policies and guidelines promulgated by the Financial Services Board from time to time. Her advice in this regard has included providing legal opinions as well as drafting internal policies required by fi nancial institutions in accordance with such legislation, regulations and policies.

Joanne also has experience in public procurement and administrative law and has thus advised clients on the procurement aspects of the Public Finance Management Act, 1999 and its regulations. In addition, Joanne has advised clients on aspects relating to exchange control and has had practical exposure to the workings of the South African Reserve Bank and its policies in this regard.


FIONA NALWANGA

SENIOR ASSOCIATE

Fiona is a senior associate in the Corporate Department and a member of the Financial Services and Investment Management sub-practice group. She specialises in mergers and acquisition transactions, corporate fi nance structuring and general corporate advisory services involving advice on various aspects of corporate governance, reviewing and drafting transactional, operational and commercial agreements.

Fiona also deals with the regulatory aspects affecting both foreign and local fi nancial services providers, investment managers and investment funds in South Africa. In this regard, Fiona has amongst others advised RMB, Aberdeen Asset Management PLC, PIMCO Europe Limited, Colchester Global Investors Limited, Purple Capital Limited, Banc of America Leasing International and Iveagh Global.


BERNA OLUKA

SENIOR ASSOCIATE

Berna is a senior associate in the Corporate Department and a member of the Financial Services and Investment Management sub-practice group. Berna joined Bowman Gilfi llan in January 2007 as a candidate attorney and was appointed as an associate in the Corporate Department in February 2009.

Berna has experience in general corporate and commercial law, compliance and regulatory law, securities law, mergers & acquisitions and investment management. In particular, Berna has experience in advising on various aspects of fi nancial markets legislation in South Africa; the formation and operation of companies and other investment vehicles such as collective investment schemes; establishment and registration of fi nancial services providers (including foreign fi nancial services providers); establishment and registration of stockbrokers, and advising on custody arrangements, securities services and various aspects of investment management.


EMMA HENDRIE

SENIOR ASSOCIATE

Emma Hendrie is a senior associate in the Corporate Department and a member of the Financial Services and Investment Management sub-practice group. She holds Bachelor of Business Science and LLB degrees from the University of Cape Town and was admitted as an attorney in 2010.

Emma served her articles at Bowman Gilfi llan, prior to which she spent two years in London, working largely in corporate governance and derivatives. She gained experience at various investment banks in collateralised debt obligations, equity swaps and EMTN’s.

Emma has been involved in general corporate and insolvency work during her time at Bowman Gilfi llan, and assisted with advising ACSA Limited in relation to two additional issues of senior unsecured fi xed rate notes under their Domestic Medium-Term Note Programme. For the last three years, she has been involved in providing opinions to a large investment bank relating to OTC Commodity Derivatives and Metals Trading in South Africa.


Johannesburg 165 West Street, Sandton, Johannesburg PO Box 785812, Sandton 2146, South Africa Telephone +27 (0)11 669 9000 Fax +27 (0)11 669 9001

Cape Town SA Reserve Bank Building, 60 St George’s Mall, Cape Town PO Box 248, Cape Town 8000, South Africa Telephone + 27 (0)21 480 7800 Fax +27 (0)21 424 1688

Web www.bowman.co.za

IN ASSOCIATION WITH COULSON HARNEY

Nairobi Unit A, Nairobi Business Park, Ngong Road, Nairobi PO Box 10643-00100, Nairobi, Kenya

Telephone +254 (0)20 386 1686 Fax: +254 (0)20 386 1687 Web www.coulsonharney.com

financial services and investment …services.bowman.co.za/brochures/practiceareas... · ·...

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