1. finance

Prinsloo, Tindle & Andropoulos Inc
Registration No. 1998/021593/21
First Floor, 17 Fricker Road,
Illovo Boulevard, Illovo,
Johannesburg, 2196
P O Box 55024, Northlands, 2116
Tel: 27-11-268-6200
Fax: 27-11-268-6330/1
PROFILE OF PRINSLOO, TINDLE & ANDROPOULOS INC. (“PTA”)
1.
1.1
PTA BACKGROUND, VISION AND MARKET FOCUS
PTA is client focused and solutions driven Johannesburg-based
boutique law firm that provides a range of specialist commercial legal
services to a wide range of domestic and international clients. PTA
was established in 1997 with the vision of:
1.1.1
specialising in mergers and acquisitions, capital markets,
banking
and finance transactions,
private
equity funds,
securitisations, public and private securities law and mining law;
1.1.2
focusing on building long-term relationships with clients;
1.1.3
“going the extra mile” for clients; and
1.1.4
always appreciating the need to get work done efficiently and
quickly under the hand and/or control of an experienced
attorney.
1.2
Although most of our directors originally came from large law firms, the
vision was, and continues to be, to distinguish PTA from the larger law
firms by offering the specialist services referred to above at competitive
rates through a small team of highly experienced lawyers.
By
maintaining a high degree of specialisation and a limited number of
professionals, we are able to offer tailored solutions to our clients within
our specific areas of expertise.
Directors: P W Tindle • C Andropoulos • M G Black • M G Teubes • T Cassim • Z E Mohammed
2.
EXAMPLES OF CLIENT PROFILE
Some of our well-known clients include The Standard Bank of South Africa
Limited; African Bank Investments Limited; Group Five Limited; Bravura
Equity Services (Pty) Ltd; Transaction Capital Limited; Bayport Financial
Services (“RF”) Limited; Kagiso Media Ltd; China Minmetals Corporation;
Royal Bafokeng Management Services (Pty) Ltd; Real People Investment
Holdings, Metier Investment & Advisory Services (Pty) Ltd, Capital Africa Steel
(Pty) Limited, Tubular Holdings (Pty) Ltd and DEG-Deutsche Investitions und
Entwicklungsgesellschaft MBH.
3.
LEADING FINANCIAL LAW FIRM
The firm is listed in the 2013 edition of The Guide to the World’s Leading
Financial Law Firms (IFLR 1000) published by Euromoney Institutional
Investors Plc as one of only 9 South African firms recommended for capital
markets’ work and one of only 13 South African firms recommended for
mergers and acquisitions. This guide is produced annually on the basis of
interviews conducted by the publisher’s specialised journalists with leading inhouse counsel and private practice lawyers.
Particularly in light of the
boutique nature of our firm we are proud of the reputation which we have
established amongst our clients and colleagues.
4.
SYNOPSIS OF TRANSACTION HISTORY
We have been involved in a number of high profile transactions over the last
few years, including the published transactions set out below. In addition, we
have structured and/or advised clients on a large number of banking and
finance or other capital transactions which, by virtue of their private nature, are
not in the public domain.
4.1
‘Inzalo’: Sasol Ltd’s BEE Transaction (approximate transaction value of
R26 billion);
4.2
African Bank Investment Limited’s first and second broad based black
empowerment programmes, requiring close involvement in structuring
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solutions driven”
and drawing the programmes, as well as JSE regulatory aspects,
numerous prospectus’, pro rata offers and advice on an ongoing basis;
4.3
African Bank Investment Limited’s acquisition of the then listed
company, Ellerine Holdings Limited (R9.8 billion);
4.4
Barloworld
Limited’s
transaction
involving
Ayavuna
Women’s
Investment (Pty) Ltd (transaction value R2.4 billion);
4.5
The Standard Bank Group Limited transaction involving Shanduka
Group (Pty) Ltd and Safika Holdings (Pty) Ltd (transaction value
R1,6 billion);
4.6
Liberty Group Ltd transaction involving Shanduka Group (Pty) Ltd and
Safika Holdings (Pty) Ltd (transaction value R499,5 million);
4.7
Mondi Limited transaction involving Shanduka Group (Pty) Ltd
(transaction value R2,2 billion);
4.8
Mondi Limited transaction in relation to Mondi Newsprint involving
Shanduka Group (Pty) Ltd (transaction value R1, 1 billion);
4.9
Lonhro transaction involving Incwala Platinum relating to the
acquisition of 18% of Lonplats;
4.10
Group Five transaction in relation to iLima and Mvelaphanda. Related
to 22% of issued share capital of Group Five, with vendor finance
through internal funding mechanism involving issue of shares at
nominal value with forward sale of a number of the shares so issued at
market value at an end date;
4.11
Alexander Forbes transaction involving Shanduka Group (Pty) Ltd
(transaction value R1,9 billion); and
4.12
The structuring and implementation of a R1, 5 billion syndicated
funding transaction for Hosken Consolidated Investments Ltd.
4.13
SA legal advisers to the establishment and multiple note issuances
under African Bank Limited, $6 billion Euro medium Term Note
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“client focussed
solutions driven”
Programme, registered with the United Kingdom Listings Authority
including being the first legal adviser in South Africa to assist a South
African Issuer, in this case African Bank Limited, to issue notes listed
on the SIX Swiss Exchange Ltd.
4.14
Legal Advisers to African Bank Limited on all issuances under its
ZAR25 billion Domestic Medium Term Note Programme and the
restatement and registration of such programme with the JSE.
4.15
Legal advisers to Bayport Securitisation (RF) Limited on all issuances
under its ZAR 10 billion Asset Backed Note Programme and the
registration of such programme with the JSE.
4.16
South African Legal Advisers to African Bank Investments Limited on
all aspects of its international R5.5 billion rights offer to its ordinary
shareholders, including project managing all legal aspects thereof,
including the services of both UK and US legal advisers to African
Bank Investments Limited and taking the lead on all negotiations with
the advisers to Goldman Sachs International, being the underwriters to
the rights offer.
5.
PTA PROFESSIONALS
We set out below a list of PTA professionals and their respective specialities
and experience:
5.1
5.1.1
Directors
Paul Tindle
Paul was intimately involved in the pioneering of the
securitisation industry in South Africa and a good deal of his
work therefore relates to various forms of securitisation
schemes and other structured finance transactions. Paul also
has extensive experience as an M&A lawyer (specialising in the
mining industry). Paul was admitted as an attorney in 1993.
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5.1.2
Danny Andropoulos
Danny, who has over 25 years experience in the legal
profession, specialises in banking and finance, corporate debt
and equity restructures and mergers and acquisitions. He acts
for various large banks, corporate clients and black economic
empowerment entities.
His areas of expertise include debt and preference share
structuring and finance, leverage finance and restructuring
transactions, debt and equity restructures involving clients in
both the listed and private company environments, advising on,
and structuring and implementing merger and acquisition
transactions. He was admitted as an attorney in 1985.
5.1.3
Megan Black
Since being admitted as an attorney in 1992, Megan has
focussed on corporate law and the structuring, negotiating and
drafting of commercial transactions. Much of Megan’s work
comprises the advising on, planning for and the implementation
of multi-faceted projects and transactions involving companies
operating in highly regulated and often listed environments.
Megan has, over the years, successfully implemented a wide
range of corporate actions and transactions, including numerous
mergers and acquisitions, in matters regulated, amongst others,
by the JSE, the Securities Regulation Panel (being the
predecessor to the Takeover Regulation Panel), the Registrar of
Banks,
the
Commission
Registrars
and
the
of
Insurance,
Financial
the
Competition
Surveillance
Department
(exchange control) of the South African Reserve Bank.
While particularly enjoying work in the listed company
environment, Megan is equally comfortable in advising on
corporate actions and transactions for unlisted entities.
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Megan has also gained considerable experience in the listed
debt capital market as well as in funding transactions, acting
predominantly
successfully
for
borrowers.
registered
Megan
domestic
has
drafted
medium-term
and
note
programmes and asset-backed programmes with the JSE and
regularly handles listed and unlisted note issuances under those
programmes, acting for banking and non-banking South African
corporates. She has also acted as the South African advisor to
the registration of a Euro Medium-Term Note Programme by the
United Kingdom Listing Authorities and the issuance of notes
thereunder, listed on the London Stock Exchange.
5.1.4
Michael Teubes
Michael’s areas of practice include M&A transactions, general
commercial law work and rendering advice relating to specialist
funding provided by financial institutions for BEE and other
acquisition related transactions.
He was admitted as an
attorney in 2002.
5.1.5
Tahera Cassim
Most of Tahera’s work relates to advising on, and drafting and
reviewing agreements and documents in relation to funding
transactions (including acquisition finance and preference share
funding). She also has experience in M&A transactions, general
commercial work and competition law. Tahera was admitted as
an attorney in 2003.
5.1.6
Zainobia Mohammed
Zainobia joined PTA during January 2007 as an associate,
having completed her articles of clerkship at another law firm.
She works closely with Paul Tindle and specializes in structured
finance, mergers & acquisitions, securitizations, and general
commercial law for companies in the banks, finance, and
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“client focussed
solutions driven”
investment banking sectors both private and publicly listed. She
also does work relating to competition law.
Zainobia has been involved in numerous transactions, including
numerous mergers and acquisitions, in matters regulated by the
Takeover Regulation Panel (formerly the Securities Regulation
Panel), the Competition Commission and the South African
Reserve Bank. Zainobia was admitted as an attorney in 2006.
PTA BEE Status and Initiatives
5.2
PTA currently has an “AA” BEE accreditation rating from Empowerdex.
The current position is as follows:
5.2.1
33.32% of our directors are Black People, being Black Women
(being women who are “Black People”, as defined in the
Broad Based Black Empowerment Act);
5.2.2
15.00% of the firm’s equity is held by Black People;
5.2.3
33.32% of the votes of shareholders are held by Black People;
5.2.4
100% of the professionals at our firm, who are not directors, are
Black Women; and
5.2.5
5.3
55% of our non-professional staff are Black Women.
Our firm’s commitment to transformation is not only within itself, but
also within the legal profession at large and we are actively engaged in
furthering this process at all levels within the firm. One illustration of
this commitment is that, during the period from 2006 to 2012, the firm
was (in conjunction with the Black Lawyers Association) involved, at
the firm’s own cost, in the training and development of black
commercial lawyers from other law firms, private sector companies,
government departments and entities.
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“client focussed
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