Corporate Finance
The Sasfin Corporate Finance Philosophy Sasfin Corporate Finance advises companies across a broad range of industries within both the public and private sectors. We are the corporate finance division of Sasfin Holdings Limited, a niche specialist banking group listed on the JSE. We provide innovative advisory services to both listed and unlisted companies focusing on mergers and acquisitions, equity and debt capital markets, Black Economic Empowerment transactions, general strategic advice and sponsor services. We are accredited as sponsors and designated advisors with the JSE and offer our clients independent advice on a full range of corporate finance transactions, with a focus on developing long-term, trusted advisor relationships. Our team consists of highly qualified and experienced professionals recognised for their exceptional service delivery to clients, in-depth market knowledge and strong relationships. Our passion for achieving the best outcome for our clients has resulted in a proven track record. Our commitment to objectively understand our clients’ requirements and delivering the optimal result remains one of the distinguishing cornerstones of our business.
The Sasfin Corporate Finance Philosophy Sasfin Corporate Finance is a client-centric business with a primary focus on adding tangible value to its client base. Our advice is based on the specific circumstances and strategic considerations relevant to our clients. In achieving our goals, our core philosophies are:
Credibility •
To remain committed, available and flexible to our clients’ requirements
•
To embody the qualities of trust, humility, integrity and respect through consistency and continuity of performance
Confidence • •
To ensure our corporate behaviour personifies our energy, passion and innovative culture To nurture individual talent to maximise collective potential
Creativity • •
To ensure independent and uninhibited thinking To deliver the most innovative and holistic solutions to our clients utilising best-in-class deal structuring and execution
Execution •
To promote open and honest debate and collaborate with all role players to achieve the optimal result
How may we be of service to you? Through listening and understanding your needs and goals. We provide corporate finance solutions for a comprehensive range of transactions. Our advisory service typically involves identifying suitable transaction opportunities, determining a range of valuations, optimising pricing, determining capital structure, preparing documents, reviewing legal agreements and facilitating negotiations between transacting parties. In executing a transaction, we provide a detailed transaction advisory plan and co-ordinate the entire transaction process. We deliver an integrated advisory approach that utilises our strengths in providing strategic and tactical expertise and leverages off our intimate knowledge and senior relationships with the South African banking and investment communities.
Our Service Offering includes: Mergers and Acquisitions • • • • • •
Acquisitions (including MBO’s, MBI’s, LBO’s, minority buy-outs and the introduction of private equity investors) Mergers (including takeovers and reverse listings) Disposals (including restructurings and unbundlings) Hostile bids and bid defences Valuations Fairness opinions
Equity Capital Markets • • • •
Primary and secondary market equity capital raisings Initial public offerings Primary and secondary inward listings on the JSE Delistings
Debt Capital Markets: • Debt Origination across a broad range of debt and hybrid capital products • Origination and structuring of fixed income instruments including securitization notes, commercial paper, corporate bonds and loans • Customized solutions for clients through an integrated coverage of capital markets, derivative products and administration • Project debt arranging
Black Economic Empowerment • • • •
Identification of suitable BEE partners Raising of funds for BEE investors, including structuring and negotiation of terms Assisting BEE investors in identifying and securing appropriate investments Monitoring changes to BEE legislation and ensuring long-term compliance by our clients
Sponsor Services • • • •
Advising on the application of JSE Listings Requirements Drafting of prospectuses, pre-listing statements, circulars, and other JSE regulated documentation Providing multi-disciplinary advice on all aspects of compliance with the various regulatory authorities, including the JSE and TRP Designated Advisory services to companies listed on the Alternative Exchange of the JSE
The Sasfin Corporate Finance Team: Outstanding Track Record
Noah was with the JSE for 12 years. He was responsible for the successful establishment of the AltX. He assumed responsibility for marketing and business development for the entire JSE in 2006. Noah sits on the board of the Marketing Association of South Africa and also sat on the board of Khula Enterprise Finance (Pty) Limited. Noah joined Sasfin in 2012
Noah Greenhill, MBA (Wits), Head of Corporate Finance
Marisa practiced as an admitted attorney in Cape Town until 1999 when she joined Bohumi Corporate Finance as a corporate finance advisor. She later joined Sasfin Capital in 2001 and has advised on more than 30 transactions across a broad range of industries including, inter alia, company listings, schemes of arrangement, offers, reverse take-overs, delistings, unbundlings and disposals. Marisa is an Approved Executive with the JSE and has in-depth knowledge of the JSE Listings Requirements, Companies Act and Takeover Regulations
Marisa Burger, BA LLB, Approved JSE Executive
Leonard has worked at various banks in trading, risk and structuring capacities. He joined Sasfin Corporate Finance in 2006 and has developed an in-depth knowledge of the various facets of corporate finance. Leonard has advised on more than 40 transactions across a broad range of industries including, inter alia, numerous takeover offers, delistings, fairness opinions and schemes of arrangement. Leonard is an Approved Executive with the JSE and heads Sasfin Corporate Finance’s Sponsor and DA division
Leonard Eiser, CFA, BCom, Approved JSE Executive
Dhesegan has gained extensive debt capital market experience through his 7 years of working on a range of transactions and asset classes including ABCP programmes, platform funding structures and traditional securitisations. During his time at Deloitte advisory he was responsible for building bespoke valuation financial models, raising debt funding and providing transaction and funding advisory services to a range of private sector clients. He was involved in the marketing of hybrid debt instruments in the energy and media sectors and also gained experience as a junior trader on Investec’s Money Market and Foreign Exchange desks. Dhesegan is a CA(SA) and a member of the Financial Markets Association
Dhesegan Govender, CA(SA)
Glenn has extensive merger and acquisition experience and has advised on numerous transactions. He has a broad spectrum of experience across different service offerings including, inter alia, business valuations, buy and sell side mergers and acquisitions, capital raising in debt and equity capital markets, BEE transactions, due diligence, JSE listings and delistings, JSE Listings Requirements, Takeover Regulations and other strategic advice
Glenn Henning, CA(SA)
Sharon has over 19 years of experience in corporate finance, sponsoring broker and JSE sponsor support services. She has in-depth knowledge of the JSE Listings Requirements and a wealth of corporate finance experience attained through various organisations including, inter alia, Frankel Pollak, Sociètè Générale, The Janus Corporation, Imara Corporate Finance and Sasfin Corporate Finance. Sharon has gained invaluable experience in the preparation of documentation to comply with the JSE Listings Requirements including circulars to shareholders, capitalisation share award documents, rights offers, claw-back offers, category 1 and 2 (and formerly 3) transactions, share issues for cash, schemes of arrangement and offers
Sharon Owens
Edward has extensive resources experience after spending almost 10 years at AngloGold Ashanti. He has been involved in approximately R50bn of successful transactions across the full suite of corporate finance services including, inter alia, mergers and acquisitions, due diligences, disposals, BEE, MBO’s, debt and equity capital raisings, schemes of arrangement, structuring and tax optimisation. In addition he spent a large amount of time on assessing major capital projects. Prior to AngloGold Edward spent two years at the ABIL group where he was was involved in balance sheet management and diverse funding structures. Edward joined Sasfin in 2012
Edward Raff, BCom, BSc (H), H.Dip Tax, Man (H), CFA
Mapholo has amassed a wide range of experience in Corporate Finance from both the JSE and Rand Merchant Bank. Prior to that, she worked for First National Bank and Standard Corporate and Merchant Bank (SCMB) in Financial Asset Services division, where she advised clients on various corporate actions transactions. Mapholo has got insightful knowledge of Company Law, Corporate Governance and the JSE Listings Requirements.
Mapholo Ratau, BA(Hons), Post Graduate Diploma in Corporate Law, Cert in Advanced Company Law, Approved JSE Executive
Rudi joined Standard Bank as an investment banking graduate in 2009 where he gained experience in financial institution analysis, valuation and due diligence and travelled across Central and Southern Africa conducting research and analysis on the financial services sector. Rudi thereafter joined DEG (the German Development and Investment Company) as an investment manager focussing on project finance and private equity for the Central and Southern African portfolio, and managed numerous debt and equity investments in the private sector across the region. During his time at the DEG he provided advisory services and investments to both listed and unlisted companies in Africa. Rudi joined Sasfin in 2012
Rudi Schotlz, BCom, Post Graduate Diploma in Corporate Law
Angela has extensive corporate finance experience. Prior to joining Sasfin, Angela spent a year as a consultant director in the Equity Capital Markets division of Renaissance Capital and prior to that she was a director in the corporate finance division and head of sponsor services at Standard Bank and Deutsche Securities where she spent 2 and 9 years, respectively. She is an Approved Executive in terms of the JSE Listings Requirements and has been involved in a wide range of M&A and ECM transactions across all sectors with a specific focus on transaction execution
Angela Teeling-Smith, BCom, PGD in Management, HDip Company Law, Approved JSE Executive
Kim started in corporate finance in 2009 as the Executive Assistant to Head of corporate finance at a boutique corporate finance house, Capital Hill, which business subsequently merged with Sasfin corporate finance in 2010. Since joining the corporate finance division at Sasfin, she has gained extensive knowledge of the JSE Listings Requirements and her role in the Sponsor division of corporate finance has broadened significantly. She is being trained up to becoming a corporate finance Executive in the Sponsor Division.
Kim Dawson
Sasfin Corporate Finance’s Select Recent Mining Credentials
2013: Corporate advisor to Sephaku Holdings on its purchase of Metier Mixed Concrete Deal value: R365 million
2012: Listing of Master Drilling Limited on the JSE Deal value R1.35 billion
2012: Listing of Ascension Properties Limited on the JSE Deal value: R374 million
2012: Corporate advisor to Annuity Properties Limited and capital raise for property portfolio Deal value: R817 million
2012: Debt raising by Sephaku Cement to finance its operations Deal value: R2.4 billion
012: Listing of Annuity Properties Limited on the JSE Deal value: R467 million
2012: Corporate advisor to Sephaku Holdings on its purchase of Metier Mixed Concrete Deal value: R365 million
2011 and 2012: Acquisition and Delisting of IQuad Deal value: R50 million and R33 million
2011: Listing of Ferrum Crescent Limited on the JSE Deal value: R250 million
2011: Listing of Forbes & Manhattan Coal Corp. on the JSE Deal value: R800 million
2011: Equity raising by Sephaku Cement from Dangote Industries Deal value: R779 million and R350 million
2011: Acquisition by Aon South Africa of the entire issued share capital of Glenrand M·I·B and delisting from the JSE Deal value: R594 million
Sasfin Corporate Finance’s Select Recent General Credentials 2011: Independent advisor to Sun International regarding BEE restructuring Deal value: R718 million
2010: Transfer of assets from JCI to Randgold Deal value: R594 million
2010: Merger between Cape Empowerment Trust and Dynamic Cables by way of a s311 scheme of arrangement, with s440 back up offer and delisting of Dynamic Cables Deal value: R133 million
2010: Disposal of equity interest in Ingenuity Property Investments Deal value: R68.5 million
2010: BEE transaction Deal value: R21.6 million
2009: Valuation of Etruscan Diamonds to facilitate the acquisition by Rockwell of 100% of Etruscan Diamonds Deal value: R34 million
2009: Acquisition by Jubilee Platinum of 100% of Braemore Resources by way of a scheme of arrangement Deal value: R315 million
2009: Subscription by Electrum Strategic Exploration for an equity interest and warrants in Taung Gold Deal value: R107.5 million
Noah Greenhill +27 11 809 7711 +27 82 881 0089 noah.greenhill@sasfin.com 0861 sasfin (727346) www.sasfin.com