Address:
The Fields Precinct, Lot 54349 Office Block B, 3rd Floor Corner of Molepolole Rd and Western Commerc, Gaborone, 0000
Botswana

+267 39 12734


Key contacts:

BD & Marketing: Tumelo Sitayelo
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Managing Partner: Terence Dambe
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Partners: Partners
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Quick facts:

# Partners : 5
# Other qualified practitioners : 4
# Total number of practitioners: 9
# Practitioners (worldwide) : +100
Languages : English
Network memberships: DLA Piper


Minchin & Kelly (Botswana) is one of Botswana’s most prestigious and enduring law firms, with a distinguished heritage dating back to its establishment in 1890. For over a century, the firm has been a cornerstone of the nation’s legal landscape, earning the trust of clients across industries through an unwavering commitment to excellence, integrity, and strategic insight.

As the Botswana member of DLA Piper Africa, Minchin & Kelly combines deep local expertise with global reach, delivering legal solutions that are both internationally informed and finely tailored to the unique regulatory and commercial environment of Botswana and the broader African continent.

Our multidisciplinary practice offers a full spectrum of legal services to local businesses, multinational corporations, financial institutions, government entities, parastatals, and high-net-worth individuals. Core areas of expertise include Corporate & Commercial law, Banking & Project Finance, Real Estate, Civil & Corporate Litigation, Financial Recoveries, Employment Law, and Insurance Recoveries.

Minchin & Kelly is recognized for its strategic, commercially informed approach to legal challenges, whether structuring complex transactions, navigating cross-border deals, managing high-stakes disputes, or advising on regulatory compliance. The firm’s leadership and service excellence are reflected in independent legal rankings: we were honoured as 2025 Chambers Botswana Law Firm of the Year, and our teams and practitioners continue to be consistently ranked by Chambers & Partners across key practice areas, including General Business Law and Dispute Resolution. Additionally, Minchin & Kelly is ranked Tier 2 in IFLR1000’s Financial and Corporate category, underscoring our strength in transactional and corporate work.

We pride ourselves on building enduring client partnerships grounded in responsiveness, professionalism, and results. By marrying innovative thinking with a rich legacy of legal service, Minchin & Kelly delivers trusted counsel that protects interests, advances business goals, and unlocks opportunity in an ever-evolving legal and economic landscape.

  • Asset finance
  • Banking
  • Capital markets: Debt
  • Capital markets: Derivatives
  • Capital markets: Equity
  • CLO/CDO
  • Competition
  • Covered bonds
  • Financial restructuring
  • Financial services regulatory
  • Investment funds
  • Islamic finance
  • M&A
  • PPP/PFI
  • Private equity
  • Private equity funds
  • Project bonds
  • Project development
  • Project finance
  • Real estate finance
  • Real estate funds
  • Restructuring and insolvency
  • Securitisation
  • Structured finance/securitisation

For more information, click here.

Real Estate finance
Terence Dambe
tdambe@minchinkelly.bw 

Recent Matter / Case Highlights:

  • Nexa Resources Market Entry
    The firm, led by Managing Partner Terence Dambe, is engaged by Nexa Resources, one of the world's biggest global zinc mining companies operating in Brazil and Peru with shares traded on the New York Stock Exchange to establish its presence in Botswana, providing end-to-end legal support across all stages of market entry and operational set-up. This comprehensive mandate includes advising on the incorporation and structuring of the local corporate vehicle, guiding the client through Botswana's regulatory landscape, and ensuring full compliance with the Companies Act, investment regulations, and sector-specific statutory requirements. The team's role extends to engaging with the Department of Mines, assisting with the preparation, submission, and processing of prospecting licence applications and related approvals under Botswana's Mines and Minerals Act, while also delivering a full spectrum of commercial legal services necessary for establishing and operating a business in Botswana, including corporate governance, investment advisory, contract drafting and negotiation, employment frameworks, compliance, transactional support, and ongoing operational counsel.
  • Tourism Company Share Acquisition 
    Negotiated and drafted agreements for the P9 million acquisition of shares by a client in a tourism company based in Kasane.
  • Morupule B Power Station Project 
    Worked as part of the local legal team on the construction, maintenance and operation of the 300MW Morupule B 5&6 power station contract awarded to the Marubeni/Posco consortium. 
  • Tuli Block Farm Share Sale
    Negotiated and finalized the terms of a P30 million agreement for the sale of shares in a company holding a farm in the Tuli Block.

M&A
Isaac Ntombela
intombela@minchinkelly.bw 

Recent Matter / Case Highlights:

  • Development Manager Contract Dispute
    The firm, led by Partner Isaac Ntombela, is advising Bothakga Burrow Botswana (Pty) Ltd in a significant and highly public matter arising from the Government of Botswana's decision to discontinue the Development Manager (DM) model for public sector infrastructure projects. Following the client's appointment as a prequalified Development Manager in 2023 for projects valued at approximately BWP 1.14 billion, the firm initially advised on and negotiated the draft DM Contract to protect the client's position within the public procurement framework. After the new administration announced a review of the DM model in late 2024, citing public concerns and suspending 70 of 148 projects, the firm's role expanded to advising on the legal and contractual implications of the government's discontinuation. This includes complex issues of contractual validity, enforceability, and compensation for services rendered, as well as handling dispute resolution strategy to safeguard the client's accrued rights and commercial position. The matter is ongoing and carries substantial public interest given the scale of the suspended infrastructure projects and the broader policy shift in Botswana's approach to development delivery.
  • Major Land Development Transaction
    The firm, led by Partner Isaac Ntombela together with Attorney Victor Chilembwe, advised Botswana Housing Corporation (BHC) on the BHC/Ongos Project, a landmark development of BHC's 54-hectare landholding in the Kgale area valued at BWP 2.83 billion. Following the appointment of Ongos Valley Projects as development partner, the team provided comprehensive transactional support on this significant cross-border matter involving Namibia, including advice on structuring the project, initially contemplated as a public-private partnership and the legal implications of the subsequent development agreement subject to multiple conditions precedent. The role extended to coordinating financial and operational due diligence on Ongos entities in both Botswana and Namibia, conducting integrity due diligence on shareholders and directors, and providing strategic legal support during negotiations and restructuring discussions. Working alongside Grant Thornton Botswana (financial advisors), Turner & Townsend Botswana (technical advisors), and Ellis Shilengudwa Incorporated (DLA Piper Namibia) as Namibian legal counsel, the firm safeguarded BHC's interests and ensured compliance with applicable legal, regulatory and governance requirements throughout the transaction, which was successfully concluded in November 2025.
  • Competition Law Advice on Share Transaction
    The firm, led by partner Isaac Ntombela, was instructed by Cliffe Dekker Hofmeyr Inc to advise Helveta Finance Limited and MCGF II Investment Limited on the competition law implications of a transaction involving the sale of a 49% shareholding in Retailability (Pty) Ltd by MCGF to Helveta Finance, together with the removal of negative control rights, resulting in Helveta becoming the 100% shareholder. The matter, valued at approximately ZAR 300 million, was significant due to the change in control and the need to assess whether the transaction triggered any merger control or regulatory approval requirements in this cross-border matter involving South Africa and Botswana. The firm's role was limited to advising on competition law aspects, including analysing control thresholds, assessing notification requirements, and providing strategic guidance to ensure the transaction could proceed in compliance with applicable competition regulations, with the matter successfully concluded on 25 January 2026.

Civil & Corporate Litigation
Jayne Cross
jcross@minchinkelly.bw

Recent Matter / Case Highlights:

  • Fatal Aviation Crash Litigation
    The firm, Led by  Partner Jayne Cross and Attorney Obakeng Nthomamisi, is acting as correspondent attorney for Bowman Gilfillan in a high-profile and precedent-setting matter for Major Blue Air (Pty) Ltd, a Botswana-based aviation company. The case stems from a fatal aircraft crash in June 2023 near Ghanzi, Botswana, which killed three individuals, including two high-profile American tourists, and has resulted in a claim of approximately USD 42 million from the deceased's estates. This complex, cross-border litigation involves intricate legal and technical issues surrounding domestic aviation regulations and international air law conventions. The matter, which is currently ongoing, is expected to be a significant test case in Botswana's aviation law given the scale of the claim and the parties involved.
  • Aircraft Ownership Dispute
    The firm,  Led by  Partner Jayne Cross and Attorney Obakeng Nthomamisi, successfully represented Shrimp (Pty) Ltd in an urgent and complex High Court dispute over the ownership and right to possession of an aircraft based in Botswana. When a competing party attempted to remove the aircraft from the jurisdiction, the team secured urgent proceedings to protect the client's proprietary rights, a case further complicated by the involvement of the Civil Aviation Authority due to its regulatory oversight. This matter was particularly significant as it required the Court to navigate and reconcile aviation legislation with common law principles of ownership and interim relief, an area with limited jurisprudence in Botswana. The cross-border dispute, valued at approximately USD 150,000 and linked to South Africa, was successfully concluded in November 2025, marking a noteworthy development in the interpretation of the country's aviation-related laws.
  • Mine Liquidation Dispute
    The firm, led by  Partner Jayne Cross, is acting for Orange Botswana (Pty) Ltd, a creditor in the final liquidation of Mupane Gold Mining (Pty) Ltd, in a matter of significant commercial and public interest. The recovery prospects for creditors hinge on the sale of Mupane's principal asset, a gold mine valued at millions of dollars which is the subject of a contested sale process. Although the liquidator accepted a superior bid that was significantly more beneficial for creditors, the unsuccessful bidder launched an urgent application to interdict the sale, a dispute that has now escalated to the Court of Appeal. The litigation raises complex questions of insolvency law, administrative fairness, and judicial intervention in liquidation sales, further complicated by allegations of political influence that have heightened public scrutiny. With a direct financial interest of approximately USD 50,000 at stake, Orange Botswana is engaging with and supporting the liquidator throughout these urgent proceedings, which are critical to preserving asset value for all creditors.

Banking and Finance
Tatenda Dumba
tdumba@minchinkelly.bw

Recent Matter / Case Highlights:

  • Cross-Border Financing Transaction (USD 3 Million)
    Acted for Firstrand Bank Limited in the conclusion of a USD 3 million cross-border financing transaction spanning Seychelles, Botswana, and Zimbabwe. The transaction involved funding a tourism and conservation enterprise and required coordinated multi-jurisdictional legal support and regulatory alignment across all three jurisdictions. Tatenda Dumba served as lead partner.
  • ACP II Trading LLC – Acquisition Financing (USD 50 Million)
    Minchin & Kelly acted as legal advisor to ACP II Trading LLC in a significant cross-border financing transaction valued at USD 50 million. ACP II Trading provided funding to GCR Group for the acquisition of the Tati Nickel Mine, together with its related assets, mining licences, and permits, previously held by Tati Nickel Mining Company (Proprietary) Limited and subsequently rebranded as Tataki Mine. The mandate commenced with a comprehensive red-flag due diligence exercise assessing legal, regulatory, and operational risks.
  • Proposed Acquisition of Standard Chartered Bank Botswana – Wealth and Retail Business
    Advised on the Botswana law aspects of the proposed bid to acquire the wealth and retail business of Standard Chartered Bank Botswana. The firm ensured compliance with local legal and commercial frameworks while facilitating the seamless execution of the broader regional transaction. The matter involved coordination with international counsel in London and Mauritius and has progressed to financial close.

  • Agriculture
  • Aviation
  • Automotive
  • Banking
  • Construction and materials
  • Consumer goods and services
  • Energy
  • Financial services
  • Government and public policy
  • Healthcare
  • Industrials
  • Insurance
  • Investment management
  • Media
  • Mining
  • Natural resources
  • Oil and gas
  • Pharmaceutical and life sciences
  • Real estate
  • Social infrastructure
  • Technology and telecommunications
  • Tourism
  • Transport
  • Utilities

For more information, click here.