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Ferdi Vorster (Rand Merchant Bank)

A member of the Rand Merchant Bank team since 2007, Ferdi worked on a number of high profile transactions during 2023.

 

He led the RMB team that advised Vivo Energy and Vitol on the acquisition of Engen from Petronas – the largest M&A deal in South Africa this year, representing an important and extremely sizeable foreign investment into the country. The acquisition, which was short-listed for the Brunswick Deal of the Year 2023, will combine the existing footprint of Vivo Energy in East and Southern Africa with Engen’s market-leading business in Southern Africa to create one of Africa’s largest energy distribution companies. From a deal perspective, the transaction was complex, with numerous local and international parties needing to agree terms within a relatively short time frame.

DealMaker of the Year

In addition, Ferdi led the acquisition by Pick n Pay of Tomis and was involved as part of the RMB deal team that advised Life Healthcare on the sale of Alliance Medical Group – awarded the Brunswick Deal of the Year 2023 – the buyout and delisting of Liberty Two Degrees (L2D) minorities by Liberty Group, and RCL Foods’ sale of Vector Logistics to A.P. Møller Capital.

 

He also worked on the sale of a 68.3% stake in Tanzanian-listed Tanga Cement by AfriSam to German multinational, Heidelberg Cement, first announced in 2021 – a deal that has taken numerous twists and turns over a few years, in terms of regulatory approvals.


In nominating him, RMB says that he has a strong technical skill and a unique ability to develop deep and enduring client relationships, which have been borne out over his successful M&A career. This is backed up by Amelia Beattie, CEO of L2D who said, “Ferdi played a key role in the L2D transaction. His insights and experience ensured that we were able to get the best price for minorities, whilst remaining pragmatic in his approach. Ferdi provided excellent guidance and made sure we always felt supported. His dealmaking skills are unparalleled, and an invaluable asset to have leading a transaction”.


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Ferdi Vorster

Comment from the Independent Panel: Ferdi has been a prodigious dealmaker over many
years, and in 2023, either led or was actively involved in a number of transactions short-listed for Deal of the Year or PE Deal of the Year.

Ferdi was short-listed for this award on two previous occasions, in 2013 and 2021,and has a multi-year track record of being involved in landmark M&A transactions in South Africa. In previous years, he led the execution of Taylor Maritime’s acquisition of a controlling interest in Grindrod Shipping, Remgro’s unbundling of its stake in Grindrod and TFG’s acquisition of Jet Stores out of the Edgars Group business rescue process. He acted for Distell, originating, planning and executing the multi-jurisdictional deal with Heineken International, a deal which made the 2021 short list for Brunswick Deal of the Year. Interestingly, in 2018, Ferdi led the team on the restructure of Distell’s multi-tiered ownership structure and its subsequent relisting – a gamechanger for the company. Ferdi also led the execution of the acquisition by the Singaporean resident Karooooo of the SA-listed Car track and primary listing of Karooooo on the Nasdaq and the JSE. Ferdi has a legal background, and was a partner at KPMG before joining the RMB Finance Team.

DealMakers - 2023 Annual

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The leading candidates in alphabetical order

Colin du Toit (Webber Wentzel)

This is the second time that Colin has been short-listed for the Ince DealMaker of the Year award. A Partner at Webber Wentzel, he has over 25 years of experience, specialising in cross-border and
domestic public and private mergers and acquisitions, equity capital markets, B-BBEE transactions, corporate restructuring and corporate and transactional finance, securities transactions, and general corporate and commercial law. He has significant experience across the African continent.

During 2022 and 2023, Colin led on some of South Africa’s high profile deals, including MTN SA’s sale and leaseback of its SA towers portfolio and related power-as-a-service transaction, following a multi-party global bid process valued at R6,4bn. He also advised MTN on the structural separation of its 

Gareth Armstrong (Rand Merchant Bank)

Gareth is a Corporate Finance Executive at RMB, and heads up the Consumer & Healthcare advisory business. In 2023, he helmed several market-leading transactions from both an origination and execution perspective, including the Brunswick Deal of the Year 2023 winner: Life Healthcare’s R19,75bn sale of Alliance Medical Group to entities advised by iCON Infrastructure.


Gareth also led the RMB team that advised the short-listed nominee, RCL Foods’ R1,25bn sale of Vector Logistics to A.P. Møller Capital. The transaction was complex and ultimately took about two years to implement after several re-negotiations on deal pricing and buyer risk appetite, brought on by a weakening local economy, placed under significant pressure by rising interest rates, high levels of inflation and persistent load-shedding. The team had to navigate the warranty and indemnity regime, as well as the approach to a material adverse change to ensure a successful outcome for RCL Foods.

He was also a core part of the team that worked on the acquisition by Northam of an anchor stake of 34,5% ofRoyal Bafokeng Platinum (RBPlat) and subsequent contested general offer for control of RBPlat.

 

Colin has been described as a great, bright, hardworking, commercial lawyer who is always prepared and extremely competent at drafting agreements. He is known for his commercial sense, work ethic, professionalism, technical ability and innovative solutions. With a degree in mathematics, he routinely works on the financial model underpinning the transaction. His peers attest to his ‘lateral thinking’; innovative problem solving ability; and talent for providing clients with practical insights and commercially sound, strategic advice.

 

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Colin du Toit

fintech business from its GSM businesses across 14 African jurisdictions, including effecting a separation in four listed subsidiaries in Nigeria, Rwanda, Uganda and Ghana. To give effect to the restructure, Colin designed a bespoke structure which leverages elements of dividend access trusts and DLC company structures to provide for minority listed shareholders to continue to have an interest in the separated Fintech business, while continuing to hold shares in the listed GSM entity. When implemented, this will be the first of its kind in these markets.

 

Colin led the team advising Thungela Resources on its acquisition of a controlling stake in the Ensham Coal Mine (A$340m), and the exchange of its listed securities for shares held by its empowerment partner in its JV subsidiary. He advised Safari Investments in respect of the public offer by Heriot REIT to acquire all the issued shares in Safari not already held, and the specific repurchase of its shares (c.17%).

He joined the firm in 1995, after completing a Business Science degree at the University of Cape Town, which he followed up with a Bachelor of Law degree, finally graduating from UNISA with a Masters of Laws.

Comment from the Independent Panel:  In addition to an active year, the panel noted Colin’s involvement in a number of complex, multi-jurisdictional transactions relating to MTN in 2023.

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Gareth Armstrong

During the year, Richemont undertook a R196bn transaction to cancel and replace its Depositary Receipts and A Warrant Receipt programmes by listing Richemont A shares and Richemont A Warrants on the JSE. Gareth led the team advising Richemont. As part of the transaction, Richemont terminated its South African Depositary Receiptprogramme on the JSE. The new structure provides greater flexibility to shareholders of the company and improved market liquidity, while also reducing the administrative complexity for the company.

 

Other high-profile transactions that Gareth has worked on include co-advising CIVH on its R13,2bn investment in Vodacom, and the acquisition of Herotel by CIVH in a transformational deal for the TMT infrastructure sector. He advised SAB and AB InBev on theR9,8bn unwind of the SAB Zenzele BEE deal and the R5,4bnlisting of SAB Zenzele Kabili on the JSE. He also led the team that advised Oceana on their R570m BEE ownership deal.

 

Gareth graduated from Stellenbosch University with a Master of Science, Biotechnology, and completed his MBA, Finance and Strategy at the University of the Witwatersrand. He joined RMB in 2007.

Comment from the Independent Panel:  Gareth’s involvement with Life Healthcare, RCL Foods
and Richemont demonstrated his activity in 2023.

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Giles Douglas (Rothschild & Co)

Co-head of Rothschild & Co, Giles advised Petronas on its disposal of its 74% interest in Engen to Vivo Energy –a deal short-listed for the Brunswick Deal of the Year 2023, providing key insights into the investor universe, given his in-depth understanding of the global players in downstream and broader energy sectors. He provided valuable negotiation, and strategic and tactical advice throughout the process, including assistance in the final negotiation with Vivo, and engagements with regulators to obtain the requisite approvals.

Comment from the Independent Panel: His role as adviser to Petronas was a highlight in an active year.

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Giles Douglas

During the year, he also advised ZCCM Investment Holdings and the Government of the Republic of Zambia on the restructuring and sale of a majority interest in the Mopani Copper Mine, providing various strategic initiatives in relation to the mine, and to the introduction of a strategic partner into the asset.

 

Giles has worked on multiple transactions involving Harmony Gold over the past five years; most recently, the acquisition by Harmony Gold of Eva Copper in Australia for R3bn. The deal provides Harmony with renewed optionality in the copper sector, with high quality assets in Australia and Papua New Guinea. He led the team advising Fortress on the collapse of its dual share structure, and Caledonia Mining on the acquisition of the Bilboes project in Zimbabwe for US$53m and a 1% net smelter royalty.

Among other deals over the past six years, Giles has advised Ascendis Healthcare on its €444m restructuring and debt for assets swap, and the R450m sale of Respiratory Care Africa to ATA Capital. He advised Anglo American on its demerger of Thungela Resources – which was a key step in repositioning Anglo American’s ESG credentials – and Petra Diamonds on its $815m restructuring, which entailed a$367m reduction in debt, in return for which bondholders received 91% of the company.

Ryan Wessels (Bowmans)

Ryan is a Partner in the Bowmans M&A practice, which he joined in 2005. He has over 18 years’ experience advising on mergers and acquisitions, equity capital markets, corporate finance and securities law. His practice is sector agnostic, and he has significant experience advising in the energy, oil and gas, mining, telecommunications, FMCG, banking and private security sectors.

From 2011 to 2013, Ryan worked at US law firm, Cravath Swaine & Moore, which gave him a good working understanding of legal principles and market practices and standards in the US and UK. As such, he has the rare ability to discuss South African legal principles in relation to the equivalent principles under New York and English law.

In a landmark transaction, which won the Catalyst Private Equity Deal of the Year 2023, Ryan advised US-based AgroFresh on its entry into the South African market through the acquisition of local Tessara from The Carlyle Group. The stakes in this exceptionally competitive transaction were high, with Agro Fresh bidding against a number of global and domestic competitors in an auction for the acquisition of Tessara, an industry-leading post-harvest solutions manufacturer and supplier of intelligent packaging solutions for preserving fresh produce. The speed of execution was paramount for a successful outcome for the client. Categorised as a notifiable merger under South African competition law, the deal required extensive and novel negotiations regarding public interest undertakings.

Another notable transaction that Ryan led was the c.R40bn take private by US-based private equity firm, Stonepeak Infrastructure Partners of Textainer Group, which has a dual listing on the NYSE and the JSE. He advised Stonepeak on the requirements and timetables of the two different exchanges in executing the deal, and engaged with National Treasury and the SA Reserve Bank around the complexities arising from the significant amount of foreign currency influx into the country.

 

Other transactions Ryan worked on include, among others, the unbundling by Barloworld of the Zeda Group, and Total Energies’ divestment of its joint venture equity stake in the South African Natref refinery business to Prax Group. He advised MTN on its initial public offering of 20% of its shares in MTN Uganda and a listing of MTN on the Uganda Security Exchange.

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Ryan Wessels

Clients regard Ryan as technically sound, with a good understanding of local and international standards. Many also laud his commercial and proactive approach to transactions, particularly in guarding his clients against legal risks. His philosophy on practice is to lead from the front, but also to work collaboratively with colleagues to provide a formidable team to clients requiring solutions to complex problems, ultimately achieving the client’s objective of closing transactions.

 

Ryan has an LLB from Rhodes University and a Certificate in Banking and Securities Law from the University of the Witwatersrand.

Comment from the Independent Panel: Ryan’s role in some complex cross-border transactions, including AgroFresh and Textainer, were specifically noted, along with an active year of deal flow.

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