Market Representation

Steve is a member of the Market Practitioners Group (MPG) established by the SARB for the seamless transitioning of the JIBAR benchmark into a risk free rate.

Steve was appointed sit on a 3 -person MPG Legal Webinar panel  hosted by the SARB to promote awareness of the JIBAR benchmark transition and to assist with the educating of the market. This webinar was aired live and Steve responded to questions on the market transition to backward-looking risk-free rates, the issues relating to the credit adjustment spread and what practical steps should practitioners be taking to resolve issues as may arise in connection with the rate switch. Steve is therefore a senior influencer and expert in this field.

In the context of the transition of USD lends from Libor to SOFR, and Rand lends for JIBAR to an alternative benchmark, Steve has been a senior speaker and influencer of the banking community and has delivered many talks on this subject dating back to 2017, and including talks given to Investec Bank, Absa Bank, Nedbank, the DBSA and to clients of the firm in general (on both JIBAR and LIBOR) 

• Development Bank of Southern Africa - Lead Counsel for the DBSA for the purposes of the preparation of a preference share subscription agreement and terms, the creation and issue of Class A convertible, participating preference shares, the negotiation of the investment transaction, the preparation of the amended and restated MOI, the preparation of a subordination and put option agreement, and all other steps necessary to give effect to this investment.
• Citibank / Sibanye - acted as the South African legal counsel to various Lenders (including Citibank N.A., Royal Bank of Canada and Absa Bank Limited) (in their capacities as Lenders) in relation to a US$1,000,000,000 multicurrency revolving loan facility agreement with US$200,000,000 accordion. Our role included reviewing the English law governed Revolving Credit Facility Agreement, including an embedded guarantee, as well as fee letters from a South African law perspective. We also reviewed and negotiated the constitutional documents, resolutions and capacity opinion prepared by Borrower counsel in relation to the 5 South African guarantors. Further, we advised on certain tax aspects and reviewed and negotiated the exchange control application prepared by the Borrower and settled all South African aspects of closing.
• Citibank / Dow - acted as South African legal counsel to Citibank in relation to an English law governed uncommitted receivables purchase agreement concluded with Dow Chemical Company, Dow Southern Africa Proprietary Limited and others. The Team also issued a South African law enforceability and true sale legal opinion and advised on cross border tax and exchange control matters.
• Accenture South Africa (Pty) Limited - the preparation of the preference share subscription and terms agreement necessary to give effect to the funding required for a leveraged corporate acquisition, the creation and issue of the preference shares, the settling and review of the MOI and the closing of the transaction necessary to give effect to the corporate objective.
• PPC - cross border debt restructure and standstill – Co-SA Counsel - we represented PPC Limited which is a South African JSE listed entity (PPC). PPC cement, a member of the PPC Group, is one of the longest standing and largest cement producers in South Africa with interest far beyond the borders of South Africa. The scope of work has included (1) a formal standstill agreement in the DRC with the DRC Lenders; (2) a restructured cross border facility agreement with its two primary South African lenders, including documentation relating to the provision of security; (3) a preference share subscription agreement in the DRC; (4) revise and settle a shareholders agreement; and (5) revised terms for a working capital facility.
• Trafigura Pte. Ltd - advise Trafigura Pte Ltd on their term loan facility to a SA coal company which involved numerous types of security including pledge of shares, mortgage bonds, a special notarial bond,  as well as navigate waivers and consents from shareholders and other subsidiaries and third parties and resolving the exchange control application and years later, attend to the release and cancellation of all these facilities and securities.
• Materna - On brief from Materna Information and Communication SE, provide risk assumption advice in relation to the South African legal and regulatory framework and commercial impact in concluding a Services Agreement to maintain a 2D Barcode system for the Airports Company of South Africa SOC Ltd at all of their respective airports. The review required advice on compliance with the Public Finance Management Act, exchange control, tax considerations and Broad Based Black Economic Empowerment.
• Absa Bank - over a period of 3-4 years, co-ordinate and manage local counsel in over 15 Jurisdictions, being inter alia, United Arab Emirates, France, Germany, Hong Kong, Italy, Japan, Kenya, Mauritius, Singapore and Spain, including a South African scope of work (Target Jurisdictions).  Local counsel were instructed to answer specific questions in respect of these Target Jurisdictions, in a guidance memorandum, to assist the Bank’s in-house legal team to assess the enforceability of English law guarantees, issued by Guarantors in the Target Jurisdictions, in respect of projects being undertaken in 12 presence jurisdictions located on the African content, being Ghana, Uganda, Kenya, Mauritius, Seychelles, Botswana, Tanzania, Mozambique, Nigeria, South Africa, Zambia, and Namibia (Presence Jurisdictions).
• Absa Bank - as Lender Counsel to Absa Bank Limited, prepare a USD Pre-Export Loan Facility, under English law, for a lend to a Singapore register company, with cross border security arrangements in South Africa and Mozambique.
• Absa Bank - As SA Borrower Counsel to a major global trade and commodities group, and in the context of a broader cross border, multi-facility, multi-jurisdiction USD300M trade financing transaction, advise the SA entity of this group on its accession as a guarantor to the obligations of its foreign holding company group under the relevant Finance Documents and resolve issues relating to exchange control, guarantee restrictions etc.
• Absa Bank Limited - Lead Lenders Counsel on behalf of a SA bank, to advise on, and to prepare documents for, an English law US$15m Inventory (in transit and warehoused) loan facility, with supporting security documents given under English law, South African law and Nigerian law, on behalf of a Borrower established in Hong Kong and a Guarantor established in Singapore. 
• Absa Bank Limited - Lead SA Lenders Counsel to give SA law advice on, and to prepare, the SA linked securities and funds flow arrangements in the context of an English law governed US$50m Standby Letter of Credit and Loan Facility Agreement, principally drafted by our EMEA/ London office, and the marking up of such loan facility to give effect to SA specific legal requirements.
• Absa Bank Limited - Lead Lenders Counsel to advise on, and to prepare, a US$15m uncommitted English law, secured, borrowing base cross border structured trade finance facility for a UAE, DMCC based Borrower, guaranteed by its BVI incorporated parent company, and secured by the pledge and assignment of assets in South Africa and Mauritius. Securities and legal opinions were prepared, managed and/or supervised, under South African, English, BVI, UAE DMCC and Mauritian law. 
• Absa Bank Limited - Lenders Legal Counsel on behalf of an SA Bank, in respect of the preparation and negotiation of an English law USD facility for the financing of commodities to be stored and traded in the United Arab Emirates (UAE), on the Dubai Multi Commodities Centre's (DMCC) Trade flow trading platform in the UAE, and the management and/or co-ordination and/or preparation of sale, pledge and other security arrangements to be given under English law and /or UAE (DMCC) law, as applicable.
• Absa Bank Limited –  US$ 80m uncommitted, secured, multi-tiered, multi-currency borrowing base commodity finance syndicated facility in favour of a major global trading and commodity group, including the establishment of South African law and English law securities and security structures.
• Absa Bank Limited - as co-Counsel to the consortium of SA banks led by Absa Bank Limited implement and advise on a debt and security restructure arrangement for Aveng Group.
• Absa/Tharisa Minerals - Draft and negotiate a purchase and sale of receivables agreement in respect of an Impala Platinum mining commodity and related agreements and address all hedging related issues.
• Nedbank Limited - Lenders Legal Counsel on a USD cross border English law trade finance transaction, whereby the SA Bank provided a senior uncommitted borrowing base English law revolving facility to a UAE, DMCC Borrower, for purposes of financing of the working capital requirements needs in respect of its receivables related to its bunkering in West Africa, with a Facility A for the issuance of letters of credit and standby letters of credit and a Facility B for the drawing of short term money market loans, with an overall cumulative limit of USD 35 million across both tranches. Advised the Lender through this process, and advised on, and drafted the English law governed facility agreement and the English law governed deed of assignment over receivables and a charge over bank accounts and reviewed and advised on a DIFC law assignment of insurances with the assistance of local counsel in UAE /DIFC.
• Nedbank Limited - acted as Lenders Counsel for a SA Bank on a cross border trade finance transaction, whereby the Bank provided a senior uncommitted borrowing base English law revolving facility to a leading global tobacco producer based in Mauritius (as Borrower) for purposes of financing of packed and processed tobacco. Steve Chemaly prepared and drafted the English law governed finance document and ensured that the supporting security documents complied with Mauritian local law and the federal laws of the USA including the laws of the State of Florida and the State of Tennessee.
• Nedbank Limited - lead deal counsel to Nedbank for the drafting and preparation of 2 x US$ borrowing base facility agreements required to fund trade and commodity finance transactions for each of Kendral International Corporation and Premium Tobacco International DMCC.
• Investec and Nedbank - Lenders Legal Counsel to Investec Bank Limited and Nedbank Limited for the change in Management Agent for the Kerzner Group, and the assignment of the rights and obligations of the applicable Management Agreement, in relation to the historical funding and debt restructure for the One & Only Hotel, Waterfront, Cape Town.
• Societe Generale CIB – led the transaction for, the banking consorting comprising the Paris Offices of 2 foreign banks. This bank consortium collectively made available uncommitted English law governed funding in excess of US$1 Billion to their global energy trader (Borrower). The crude oil belonging to the Borrower was stored in a designated tank, in the terminal area of Saldanha Bay, Western Cape, under the storage management of a Storage Manager. Our role was to review the underlying facility arrangements for the purposes of the preparation by him of an English law Inter-creditor deed governing the relationship of the Lenders with each other, the preparation of a South African Pledge Agreement, the establishment of an English law parallel debt obligation in favour of the Security Agent to provide a cause of debt as a solution for the shared pledge arrangements, and the review of the applicable SA storage and other arrangements necessary for the perfection of the SA pledge. The unique feature of this transaction was the concept of a 'parallel debt' obligation in the English law governed Inter-creditor Deed, created by the Borrower in favour of the Security Agent. This allowed for the pooling of the pledged commodity in the hands of the Security Agent in its own right, as opposed to in the hands of a Security Agent in its capacity as a representative of the Lenders as pledgees, and this fulfilled a requirement under SA law. The deal was closed using 'virtual closing" and electronic signing principles and processes.
• RFW Lonmin Investments Limited (BVI) – Sibanye Stillwater unwind of a US$50m Metals Purchase Agreement previously implemented involving RFW Lonmin, Eastern Platinum, Western Platinum and Lonmin Limited (UK). This was a highly publicised transaction.
• The Standard Bank of South Africa Limited - Counsel to a consortium of South African banks providing bridging loan funding to Group Five Construction. Part of the scope of work involved the negotiation and preparation of the finance, standstill and inter creditor arrangements, including a due diligence (for banking and security purposes) of the offshore group structure and companies.
• The Standard Bank of South Africa – On brief from our London office, advised SBSA on the taking of a US$40m pledge over commodities stored in warehouses situated in South Africa by a major commodity trader registered in the DMCC, in respect of a revolving trade pre-export financing facility.
• EGI and Group Five – acted as SA counsel for an acquiring company, being a large French based multi-national with experience in the management of projects and toll roads. We provided SA law legal services in connection with this company's proposed acquisition of Group Five's motorway assets in Europe and Africa (Group Five) being a company in business rescue), including preparation of documents for the sale and bidding process, advise on the business rescue process, engagement with the business rescue practitioner and other stakeholders, the undertaking of a due diligence and an analysis and impact assessment in respect of the security arrangement.
• Nedbank (Project Kudu) - Legal Counsel to Lenders (Nedbank) in its ZAR2 billion funding of the acquisition by KTH of 49% of Kagiso Media, a JSE listed company.  Prepared and advised on most aspects of the Finance, Security and Hedge Documentation, and navigated all applicable Companies Act/JSE/Take-over regulations panel requirements in relation to the Offer, the issue of guarantees and the closing settlement process.
• Nedbank (Project Mamba) - Legal Counsel to Nedbank (as MLA) on a supervisory brief, and thereafter, for the more recent amendments as lead Counsel to Lenders.  This was a ZAR1 billion syndicated, infrastructure, project financing of the funding of the Mamba cement company.
• Nedbank Limited – US$10m uncommitted, secured borrowing base facility commodity finance loan in favour of a globally significant USA Tennessee based trade and commodity finance group.
• Nedbank Limited – US$35m uncommitted, revolving secured borrowing base financing facility for the issue of standby letters of credit and for the drawing of short term money market loans.
• Hellman Worldwide Logistics – Acted for Hellman Group, a global logistics group, in relation to a R300M trade receivables structured securitisation for its South African subsidiaries, funded by RMB.
• HSBC Bank - SA counsel to HSBC Bank plc - Johannesburg branch, in relation to its US$ SA debt arrangement with Group Five arising from demands made under a performance guarantee.
• Mercuria - lead SA counsel for the participation of Mercuria in the SA security arrangements in relation to a US$750m global borrowing base facility agreement, globally led by NRF LLP (London office). 
• Barak Credit Solutions - draft and negotiate a master sale and purchase of receivables (English law and South African law versions prepared) between 2 Mauritian entities, for implementation of a sale and purchase of receivables arrangement in Mauritius, and the supervision of the security arrangement implemented by Local Counsel.
• ANZ Bank (New Zealand) - advice given on IBOR transition to RFR rates in context of a transaction in SA.
• ED&F Man - as SA Obligor Counsel and in the context of a broader cross border, multi-facility, multi-jurisdiction USD300M trade financing transaction, advise the SA Obligor on its accession as a guarantor to the obligations of its foreign holding company group under the relevant Finance Documents and resolve issues relating to exchange control, guarantee restrictions etc.
• John Deere - as SA Counsel to John Deere advise on retention of title and passing of risk, the laws of insolvency and business rescue as well as various security related considerations including whether the concept of ‘geofencing’ and associated virtual control methods would satisfy the requirement of physical possession for perfection of a pledge, all in connection with the sale of construction equipment to independent corporate dealers in South Africa.
• Edcon - advised a group of hedge fund senior lenders of Edcon, known as the 'DOP Lenders', comprising, inter alia, of Absa Bank Limited (as Agent and DOP Lender), JP Morgan and Investec Bank Limited. This role involved working with Absa's lead counsel in London, Shearman and Sterling LLP, and close interaction with Absa Bank's legal team together with Absa colleagues in the business support and recoveries team.
• Edcon - Lead counsel to Absa Bank Limited (as a Lender in various debt categories). In this role, we provided general legal advice regarding the restructuring of Edcon group debt to Absa bank Limited in its various capacities, including to Absa Bank Limited as part of the group of DOP lenders.
• Edcon - South African Lead Counsel for Bank of New York Mellon (as Trustee, Transfer Agent and Principal Paying Agent for various noteholders) to advise on restructure aspects.
• Edcon 2015 - Advised Barclays Limited and Absa Bank Limited (Revolving Credit Facility, Term Lenders and Hedge Providers), in relation to the multi-tiered debt restructuring of Edcon Limited and Edcon Holdings Limited.
• Natixis/Contango - Lead SA Counsel to Natixis and Contango, for the purpose of the review and settlement of a US$164 million English law sale and re-purchase arrangement in respect of crude oil stored at Saldanha Bay, in SA, including the review and settling of storage and agency agreements and the review and settling of guarantees issued by UAE located guarantors, and the issue of legal opinions in respect thereof. This matter involved matters of SA law, English law and UAE law, and hence, the co-ordination of a cross jurisdictional Norton Rose Fulbright team involving SA lawyers, English lawyers and UAE Counsel.
• Kipoi Copper Project - advised ASX-listed Tiger Resources on the South African law aspects of its US$162.5 million senior debt restructure facility with the International Finance Corporation, the private arm of the World Bank Group, and Taurus Mining Finance Fund to finance the Kipoi Copper Project in the Democratic Republic of Congo.
• Chevron Global Energy Inc (CGEI) and Chevron SA - give advice in relation to, the restructuring of the applicable preference share funding instruments with the view to advancing/extending the BEE empowerment objectives of CGEI and Chevron SA. 
• Primedia Debt Restructure - SA Legal Counsel to the Sponsor, being GoldenTree Asset Management and its various funds together with Avenue Europe Investments, LP in relation to the debt and capital restructuring of Primedia Holdings Proprietary Limited.  The complicated capital structure including various classes of shares was restructured, debt was converted to equity and new debt was injected into the structure.  This involved schemes of arrangement and shareholder voting as well a consideration of the liquidation and business rescue scenarios.
• Peermont Debt Restructure - SA Legal Counsel to the Sponsor, being GoldenTree Asset Management and its various funds in relation to the debt and capital restructuring of the Peermont Group.  The complicated capital structure including various classes of shares was restructured, equity was restructured and new debt was injected into the structure.  This also involved the negotiation and review of, and the later subscription for notes by GoldenTree Asset Management and its various funds, for notes under the terms of an Indenture Trust Deed governed under New York law.
• Nedbank Group Limited - Legal counsel to Nedbank Group Limited (NGL) in the preparation of the loan funding and security documents required for the implementation of an ISDA option arrangement in favour of NGL, in respect of a West African listed company, and which involving a consideration of cross-jurisdictional regulatory issues. 
• SA legal counsel to the foreign lender banks (including Bank of America, Merrill Lynch and Banco Santander) in re: the proposed ZAR6 billion debt funding of CFR for the proposed (and subsequently opposed) acquisition by CFR of Adcock Ingram, a SA JSE listed company. This also involved an escrow arrangement for the foreign banks as well as the navigation of all applicable Companies Act/JSE/Take-over regulations panel requirements in relation to the Offer, the issue of guarantees and the proposed closing settlement process.
• [Names withheld] Sale of Ships and related funding (Namibia) - as Sellers Legal Counsel, negotiate and prepare a South African law governed sale of shares agreement relating to the shares in a company comprising of a group of companies with interests in marine and offshore mining and exploration and owning vessels that focus on alluvial marine diamond mining. The transaction also involved the simultaneous cross-border purchase of a number of shipping vessels to be used for the purpose of the target company’s business. In this regard, the team undertook the preparation, review, negotiation and settling of various Norwegian sale forms, deeds of assignment and tripartite letters relating to the sale of the shipping vessels. The team also facilitated the overall closing, including the delivery of various conditions precedent documents and closing documents by the ‘hard’ long-stop date.
• Chevron Global Energy Inc (CGEI) and Chevron SA - give advice in relation to, the restructuring of the applicable preference share funding instruments with the view to advancing/extending the BEE empowerment objectives of CGEI and Chevron.