Deneys has advised Fine Wine Fellow (RF) Proprietary Limited (Fine Wine Fellow), as issuer, on a preference share funding transaction with Nedbank Limited, acting through its Nedbank Business and Commercial Banking division, as subscriber, preference share agent and mandated lead arranger. Fine Wine Fellow is the South African subsidiary of Global Beverage Holdings, an investment company based in Mauritius and operating in the beverages sector.
The preference share funding formed part of Fine Wine Fellow’s acquisition-related financing arrangements and was structured to refinance a bridge loan previously advanced by Nedbank in connection with Fine Wine Fellow’s investment in NGF National Proprietary Limited.
Scope of Advice
Deneys acted as issuer counsel and advised on the full suite of issuer-side documentation, corporate authorities, constitutional implementation steps, conditions precedent and closing process.
The structure required the issuer’s constitutional documents, preference share terms, share issuance mechanics and ring-fencing arrangements to be carefully aligned with the commercial and legal protections required by the finance parties.
The transaction required careful consideration of the acquisition-related preference share funding, particularly in light of a mid-transaction amalgamation of certain subsidiary companies of the target which would have a potential impact on the tax treatment of the preference shares.
The transaction also required close coordination between the issuer, Nedbank and Nedbank’s counsel, particularly in relation to aligning closing with the expiry of the bridge loan. This preference share funding transaction is Global Beverage Holding’s and Fine Wine Fellow’s first funding transaction of this nature in South Africa.
Deneys Team
The Deneys team was led by Izak Lessing (Director, Banking and Finance, Cape Town), with support from Willem de Villiers (Director, Corporate Mergers and Acquisitions, Johannesburg), Samantha Petersen (Director, Real Estate, Johannesburg), Camille Kafula (Senior Associate, Banking and Finance, Johannesburg) and Saajidah Patel (Associate, Corporate Mergers and Acquisitions, Johannesburg).
Media Enquiries
Cherisse Rao
Chief Marketing Officer, Deneys c/o Elizabeth Ferreira
liz.ferreira@narrateglobal.com
Practitioner Contact
Izak Lessing
Director, Banking and Finance, Deneys
About Deneys
Deneys is an independent, Africa-first law firm with offices in Johannesburg, Durban and Cape Town. Built on a century of legal excellence, the firm advises clients across Disputes, Transactions and Regulation, with deep expertise in banking and finance, corporate advisory, real estate and regulatory matters. As the world moves, so does Deneys.
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