IFLR 1000
The Guide to the World's Leading Financial Law Firms

By and large, the capital markets have continued their upward trajectory in the last year, fuelling optimism in what was looking to become a worryingly static market.

"[In the first half of 2010] there was an emphasis on restructurings with no new issues, but in the last six months this has changed. It is good to see new work!" says one partner, while another agrees that "there has been a definite uptick in work".

2009 had been something of a dry river-bed as regards securitisations, but this type of work appears to be creeping back, alongside other debt instruments. "The type of work I've seen is a lot of corporate bonds and securitisation, with all sorts of issues, including a lot of convertible and high-yield bonds," says a debt partner.

Equity is flagging behind debt somewhat and partners note that some vestiges of the financial crisis remain and that investors are still a little wary of getting too heavily involved at the moment.

The really big news in this practice area, as much as in any other, is the new Companies Act coming into law.

The new Act prohibits listings of no par value shares and sets new rules regarding shareholders' agreements, stipulating that they must be redrafted to become consistent with the Memorandum of Incorporation, which will replace the existing articles of association used to register a company.

There is a grace period for both of these changes to be carried out but partners are keen to get the work done as soon as possible to avoid backlogs and anticipate potential future problems.

The change in the classification of companies has worried some debt capital markets lawyers and according to one: "Bond issuers are a bit nervous about the Companies Act as it has certain ramifications regarding how companies are private and public."

Securitisation lawyers hope that the Consumer Protection Act, which accompanies the new Companies Act, will act as a booster to the gradually returning securitisations market. "The Consumer Protection Act also deals with underlying assets and provisions for securitisations, so there could be some changes there," says a partner.

ENS remains a solid capital markets proposition this year, with peers noting the firm's particular strength on the debt side, including derivatives and other structured products.

"ENS is active, but more on the debt side really," comments one partner.

The team, which is led in Cape Town by Roger Rudolph and out of Johannesburg by Sean Lederman, has posted a number of interesting and sizeable deals over the past year, with leading lawyer Clinton van Loggerenberg heavily involved.

A good representative deal for the team involved van Loggerenberg, as he led a team advising HSBC Bank, in its capacity as lead dealer, on an update of a EMTN programme for Standard Bank South Africa. Completing in 2010, this deal was worth around $2 billion.

Fellow leading lawyer Stephen von Schirnding was also active this year on a deal that showcases the team's ability with structured finance. He led a team that advised Sasfin Bank on an issuance of refinancing notes as part of the South African securitisation programme, a deal that completed in 2011 for a figure of almost $700 million.

Von Schirnding also led a team that restructured the Fintech Receivables 2 equipment lease rentals securitisation, a mandate that completed in October 2010 for a value of $278.9 million.

Despite one or two opinions that Norton Rose, formerly Deneys Reitz, is suffering from a loss of some members of its team over the past few years, consensus keeps the firm at the very top.

This is an opinion backed by clients, who are more than satisfied with the service they received. "No problems, they were all great team players, focussed and pragmatic. They spotted issues early on and took efforts to solve them," comments one client. "They seemed to go the extra mile in anticipating problems and solving and finding solutions. I was impressed with the speed at which they worked. It was new type of deal so I was impressed with how they handled it in that sense too," says a debt client.

It is also the case that the team has been recruiting this year, taking partner Pierre Swart from Absa Capital in March 2011 and hiring partner Milton Osborn from O'Melveny & Myers in London in July 2010.

In terms of deals, the definite highlight was acting on the sovereign bond issue for South Africa. Milton Osborn, Stephen Boikanyo and Jackie King advised both the National Treasury as issuers and Citigroup Global Markets, Deutsche Bank Securities and FirstRand Bank as underwriters on all aspects of the $750 million 6.25% fixed rate bond and due 2041listed on the Luxembourg Stock Exchange.

Jackie King also led a team to advise Macquarie Securities South Africa as issuer and Macquarie Group as guarantor on a series of issuances of various types of debt, including floating rate notes and unsecured zero coupon listed on the Johannesburg Stock Exchange, totalling $860 million.

Regarding Norton Rose's merger with Deneys Reitz, partners don't feel that it will have too much of an effect in the markets practice area.

Webber Wentzel is an unimpeachable top tier firm. Although viewed as especially good in derivatives and securitisations the firm's real standout work this year has come from bond issues.

The team is led by Karen Couzyn, a leading lawyer and well respected figure. She led the team that advised Citigroup Global Markets and BNP Paribas in their role as joint bookrunners on the $641 million senior unsecured guaranteed convertible bond issue by Steinhoff International Holdings. The notes were listed on the Frankfurt Stock Exchange in March 2011.

Elsewhere, Couzyn advised Brandcorp, a handbag and luggage company, in its first high-yield bond issue. The $110 million high-yield notes were listed on the JSE in September 2010 and represented the biggest listed high-yield bond offering hitherto.

In another interesting deal, which demonstrates how firms are looking to go cross border, a team led by partner Jason van der Poel advised Standard Chartered Bank Uganda on a $14.9 million tier two capital floating and fixed rate note programme in Uganda completed in December 2010.

The team's largest mandate was for MTN Group and MTN International, which Olga Meshoe and Lindi Marais advised as issuers on the update of its DMTN programme and the issue of a tranche of senior unsecured fixed rate notes and of senior unsecured fixed rate notes. The total value of the programme overall was close to $1.4 billion and the deal closed in June 2010.

After a fevered year of recruitment last year, Bowman Gilfillan's capital markets team has settled down to a busy year, involving a heavy involvement in the debt markets with some equity deals as well.

Casper van Heerden has been most active, leading on a number of mandates for the markets team. One of these was advising the City of Johannesburg, The Standard Bank of South Africa and Basis Point Capital on an issue of senior unsecured notes due 2021 under its DMTN programme. The deal closed in March 2011 and comprised a $124 million bond issue and $497 million issue of commercial paper.

A similar deal, also featuring van Heerden, entailed advising the Airports Company of South Africa as it undertook an update of its own $4.4 billion MTN programme. The company operates ten airports in South Africa, including four international airports and six local ones.

The equity side of the practice is managed by Ezra Davids, whose team was also increased this year with the hire of Deon de Klerk, a partner from rivals Edward Nathan Sonnenbergs, who joined in February 2011.

Davids himself led a team on a highlight deal advising Royal Bafokeng Platinum, a leading platinum group metals producer, with regards to its listing on the JSE. This also entailed a shares offering through a primary issue by the company as well as a secondary offering by its shareholders Royal Bafokeng Holdings and Anglo Platinum. One of the biggest mining listings on the JSE in recent history, the deal closed in November 2010 for a combined figure of $4.3 billion.

Werksmans is a firm that maintains solid capability and expertise in this area through its finance practice, which last year continued to be led by Wildu du Plessis. Richard Roothman is the other big name with regards to capital markets and between the two leading lawyers they managed to be active on all the landmark deals over the past 12 months. (Following publication, Du Plessis left the firm in November 2011.)

The team has found a lot of work coming from Absa Capital, the investment banking arm of Absa Bank. On one mandate it advised Absa Capital alongside Rand Merchant Bank and Vunani Capital as the arranger and dealers of a $1.4 billion DMTN Programme for the Land and Agricultural Bank of South Africa in September 2010.

Werksmans also advised Absa Capital and Ekurhuleni Metropolitan Municipality on establishing a $584 million DMTN programme for the latter in July 2010. Both of the previously mentioned deals were led by a team comprised of Richard Roothman and the recently-promoted Tracey-Lee Janse van Rensburg.

Wildu du Plessis also got involved on the front line, advising JPMorgan Securities and Barclays as initial purchasers and arrangers on Foodcorp's offering of $467 million in senior secured notes in March 2011.

The firm promoted Shaun Browne from senior associate to partner in March 2011.