Stephen Kennedy-Good
Head of Corporate, M&A and Securities, South Africa; Director
Norton Rose Fulbright South Africa Inc
Related services and key industries
Biography
Stephen Kennedy-Good is the Head of Corporate, M&A and Securities in South Africa.
He has been recognised as one of the leading M&A lawyers in South Africa by Best Lawyers in South Africa, 2023 and as “highly regarded” by IFLR, 2023. He has also been recognised for his outstanding service to his clients, and was chosen as the exclusive winner of the general corporate category for South Africa in International Law Office (ILO) Client Choice Awards 2023. His service has been lauded as "outstanding", and he has been described as having the ability to drive "a lot of difficult issues" "under really tight deadlines".
He has a keen interest in company law and has presented a number of papers on the Companies Act of 2008 and corporate governance to some of South Africa's major banking, auditing and regulatory institutions. He regularly advises clients on corporate law, corporate governance and regulatory issues arising out of the JSE Listings Requirements. He is also a contributory author to Directors Liability and Indemnification: A Global Guide, Third Edition, Doing Business in the BRICS: A Practical Legal Handbook, Chambers Legal Practice Guides: Corporate M&A, Employee Share Plans in South Africa: Regulatory overview and Joint ventures in South Africa: overview (Thomson Reuters Practical Law).
Professional experience
Collapse all- Stephen holds a LLB degree (cum laude) from the Nelson Mandela Metropolitan University and, whilst practising, he completed his Master of Laws degree in Commercial Law at the University of Cape Town.
- Attorney and Public Notary, qualified in South Africa
- Acted for AIG MEA Limited in relation to the disposal of its shareholding in AIG Kenya Insurance Company Limited to NCBA Group Plc (listed on the Nairobi Exchange).
- Acted for Beyond Technologies South Africa Proprietary Limited in relation to the acquisition of its shares by Syntax Systems.
- Acted for CFC Underwriting Limited in relation to providing buy-side warranty and indemnity insurance coverage in relation to the acquisition by Adenia Partners Limited of the entire issued share capital of The Courier Guy Proprietary Limited.
- Acted for Euclid Transactional UK in relation to providing buy-side warranty and indemnity insurance in relation to the disposal by Capitalworks Fund II SPV Partnership, represented by the trustees for the time being of The South African Investment GP Trust, in its capacity as the general partner of Capitalworks Fund II SPV Partnership, Capitalworks Private Equity Fund II L.P., represented by Capitalworks International Equity Partners GP II Limited, in its capacity as the ultimate general partner of Capitalworks Private Equity Fund II L.P., John Brian Robertson, the trustees for the time being of the R&C Management Trust, the trustees for the time being of the R&C Incentive Trust of 100% of their shareholding in Robertson and Caine Proprietary Limited and Robertson and Caine Properties Proprietary Limited, including their subsidiaries.
- Acted for Euclid Transactional UK in relation to providing buy-side warranty and indemnity insurance coverage in relation to the disposal by Cooperman Family Holdings Proprietary Limited, Ahmed Ismail, First Hamilton Limited and Lian Limited of 100% of their shareholding in Danny’s Auto Body Parts Proprietary Limited and Danny’s Auto Property Holding Proprietary Limited.
- Acted for Lambert Capital Proprietary Limited and Investec Bank Limited in relation to their exit of Invictus Education Group Proprietary Limited.
- Acted for Mosaic Insurance in relation to providing buy-side warranty and indemnity insurance coverage in relation to the subscription by Nedbank Group Limited of a controlling interest in Eqstra Investment Holdings Proprietary Limited.
- Acted for Public Investment Corporation SOC Limited in relation to amendments to an Asset Management Agreement and a Shareholders Agreement.
- Acted for Seldenrod Property Holdings Proprietary Limited in relation to the sale of their shares in Seldenrod Holdings Proprietary Limited to the Grit Rock Trust, Grit Rock Capital GP I Proprietary Limited and the VDW Trust.
- Acted for Glencore Operations South Africa Proprietary Limited in relation to the sale by Umcebo Mining Proprietary Limited and Umcebo Properties Proprietary Limited relative to the sale of (i) the shares and claims that Umcebo Mining held in Steelecoal Proprietary Limited and Umcebo Grootpan Colliery Proprietary Limited and (ii) the property owned by Umcebo Properties described as, Portion 11 (portion of Portion 3) of the Farm Kaalplaats 453, Registration Division JS, Mpumalanga Province and Remaining Extent of Portion 2 of the farm Klippan 452, Registration Division JS, Mpumalanga Province, to Manngwe Mining Proprietary Limited.
- Acted for TotalEnergies SE relative to a due diligence for (i) the sale of TotalEnergies Marketing South Africa’s 36.36% shareholding in Natref Refinery and associated assets, including a 6% interest in the SBM offshore offloading buoy and 36.36% participation interest in the Natcos JV crude oil terminal to State Oil Limited, and (ii) the disposal of TEMSA’s 100% interest in its Botswana subsidiary, and the wholesale and export businesses of the Natref Refinery to State Oil Limited.
- Acted for the management of Kagiso Asset Management relative to the sale by Kagiso Tiso Holdings of its entire shareholding in Kagiso Asset Management to Sinayo Capital Proprietary Limited.
- Acted for Enel Green Power on a joint venture partnership with the sovereign wealth fund of the State of Qatar, Qatar Investment Authority.
- Acted for the Department of Public Enterprises of the Government of the Republic of South African relative to the sale of an equity interest in South African Airways to Takatso Consortium.
- Acted for PPC Botswana Proprietary Limited relative to the disposal of its entire shareholding in PPC Aggregate Quarries Botswana Proprietary Limited to Danoher Botswana Proprietary Limited.
- Acted for PPC South Africa Holdings Proprietary Limited, a wholly owned subsidiary of PPC Limited (listed on the JSE), relative to the sale of its entire shareholding in PPC Lime Limited to Kgatelopele Lime Proprietary Limited.
- Acted for AB Volvo (publ) relative to the carve-out of the UD Trucks business.
- Acted for Deere & Co (listed on the New York Stock Exchange) relative to the sale of its 31.37% interest in Bell Equipment Limited (listed on the Johannesburg Stock Exchange) to IA Bell.
- Acted for Access Bank Plc (listed on the Nigerian Stock Exchange) relative to its proposed investment in Grobank Limited, a public unlisted South African bank.
- Acted for Absa Bank Limited and EFS Namibia Proprietary Limited, Absa Group Limited's Namibian subsidiary, on the sale of the Edcon store card portfolios, in South Africa and Namibia, to RCS Cards Proprietary Limited and RCS Investment Holdings Namibia Proprietary Limited, wholly-owned subsidiaries of the French bank, BNP Paribas.
- Acted for Brookfield Asset Management, a Canadian company which operates renewable power assets, on the sale of 5 Project Companies (as well as their management company located in South Africa) to the Globeleq group.
- Acted for Brookfield Asset Management, a Canadian company which operates renewable power assets, on the sale of a 30MW solar photo-voltaic electricity generation facility project company located in South Africa to the Phakwe group.
- Advised the Independent Board of Cartrack Holdings Limited relative to the South African Takeover Regulations, together with the roles and responsibilities of the Independent Board.
- Acted for Revego Africa Energy Fund on the acquisition of shares in two solar photo-voltaic project companies.
- Acted for PSP Investments in relation to the sale of its interest in 7 development properties in South Africa to Transcend Limited (listed on the JSE)
- Acted for European Quality Housewares Ltd relative to its acquisition of shares in New Wechsler Proprietary Limited
- Acted for PAREXEL International Corporation on the sale of its interest in FARMOVS PAREXEL Proprietary Limited to the University of the Free State
- Acted for Firmenich Proprietary Limited relative to its acquisition of Flavourome Proprietary Limited
- Acted for Fairfax Africa Investments Proprietary Limited relative to the partial offer made to acquire shares representing a value of R2bn of the issued share capital of PPC Limited.
- Acted for Woolworths Holdings Limited relative to its proposed acquisition of a business (target confidential)
- Acted for Rockwood Private Equity Proprietary Limited relative to its proposed acquisition of a business (target confidential)
- Acted for Aveng Limited on the sale of a 70% interest in their industrial property portfolio to the Collins Group
- Acted for Atlas Tower Proprietary Limited relative to its establishment of a business presence in South Africa
- Acted for Clean Energy Africa Investments Proprietary Limited relative to its acquisition of an interest in PowerX Proprietary Limited
- Acted for Spring Lights Gas relative to its gas supply arrangements concluded with Sasol Limited
- Acted for BAE Systems on the sale of its holding in BAE Systems Land Systems South Africa Proprietary Limited to Denel (SOC) Limited
- Acted for AgriGroupe Holdings Proprietary Limited relative to the takeover offer made by AgriGroupe by way of a scheme of arrangement to acquire all of the shares of AFGRI Limited, listed on the Johannesburg Stock Exchange
- Acted for Absa Bank Limited relative to its acquisition of Edcon's store card book for ZAR10bn
- Acted for Alliance Grain Traders Inc. (listed on the Toronto Stock Exchange) relative to its acquisition of Advance Seed Proprietary Limited
- Acted for Cepheid (listed on Nasdaq) relative to its acquisition of Pro-Gen Diagnostics Proprietary Limited
- Acted for ConvergeNet Holdings Limited (listed on the Johannesburg Stock Exchange) (ConvergeNet) relative to the acquisition by ConvergeNet Management Services Proprietary Limited of shares held by Titan Share Dealers Proprietary Limited in the issued share capital of ConvergeNet.
- Acted for Grindrod Limited (listed on the Johannesburg Stock Exchange) relative to (i) the construction and back-to-back lease arrangements for 20 locomotives to African Railway and Port Services (SL) Limited and (ii) the structured cross-border restructuring (novation and transfer of assets / obligations) relative to the 20 locomotives.
- Acted for Grindrod Limited (listed on the Johannesburg Stock Exchange) relative to the construction and back-to-back lease arrangements for 14 locomotives to African Railway and Port Services (SL) Limited.
- Acted for Omidyar Network Services LLP relative to its acquisition of an equity interest in Altius Trading 437 Proprietary Limited (trading as "Bozza").
- Acted for Industrial Development Corporation of South Africa relative to the takeover offer made on behalf of Naledi Foundry of Republic of South Africa to acquire all of the shares of Dorbyl Limited, listed on the Johannesburg Stock Exchange.
- Acted for Old Mutual Life Assurance Company (South Africa) Limited relative to its investment in a solar project located over Portion 1 of the Remainder of Portion 1 of the farm Kwartels Pan No 25 division Hopetown, Northern Cape, with an estimated capacity of 10 megawatts, known as "The Greefspan Project".
- Acted for Old Mutual Life Assurance Company (South Africa) Limited relative to its investment in a solar project located over Portion 50 and 51 of the farm Atherton no 82, Herbert District, with an estimated capacity of 20 megawatts, known as "The Herbert Project".
- Acted for Old Mutual Life Assurance Company (South Africa) Limited relative to its investment in a wind project located at Van Stadens in Nelson Mandela Bay, Eastern Cape, with an estimated capacity of 27 megawatts, known as "The Metrowind Project".
- Acted for Nedbank Limited in its capacity as Lender relative to a wind project located at Farm 787, Humansdorp, Eastern Cape, with an estimated capacity of 95 megawatts, known as "The Tsitsikamma Project".
- Acted for SacOil Holdings Limited relative to its secondary listing on the Alternative Investment Market of the London Stock Exchange.
- Acted for RTT Group relative to its capital restructuring exercise which was partly implemented by way of two inter-conditional schemes of arrangement.
- Acted for Anglo Platinum Limited relative to its rights offer valued at ZAR12.5 billion which, at the time, was the largest rights offer in the history of South Africa.
- English
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