CONTENTS. Introduction. Objectives. Practice Output. Team Profiles. Black Economic Empowerment. Additional Resources

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2 CONTENTS Introduction Objectives Practice Output Team Profiles Black Economic Empowerment Additional Resources 01

Founded by Chopologe Koikanyang, the firm brings with it years of experience having sourced lawyers with diverse backgrounds.

3 INTRODUCTION Koikanyang Incorporated was registered in 2009 and has established itself as a leading 100% blackowned law firm. The firm is made up of four departments, namely corporate and commercial, litigation, insolvency and conveyancing. Founded by Chopologe Koikanyang, the firm brings with it years of experience having sourced lawyers with diverse backgrounds. With a staff complement of 21 people the firm is on an exciting growth trajectory with the objective of becoming a leading employer of choice and the most preferred legal service provider. Koikanyang Inc. has the track-record and expertise to deliver in respect of all the elements related to the required legal advisory services. We have experience in a number of complex projects which require commercial, technical and legal team members to work extremely closely, and to have a good understanding of each others specialist areas. Our team has a unique understanding of business, and as such we bring to every commercial legal issue an understaning of business and commercial principles. We make it a point to understand our client s objectives which is interwoven into each legal solution provided. When required, our firm enters into strategic alliances with other firms of attorneys on a deal-bydeal basis to complement our in-house resources, though our present model has proven to the best in terms of value-add for our clients: we have at our disposal specialist consultants within our Mining and Natural Resources and Energy Team and our Logistics and Freight Team. These consultants have vast expertise within the mining sector and the marketing, movement and logistics of all types of commodities. We therefore have the ability to provide multi-faceted solutions. As distinctive as our approach may be, we are inspired by the passion of our clients and draw on the experience of our team and consultants to find the very best solution. 02

4 KOIKANYANG INC OBJECTIVES We consider that our role is not only to provide our clients with what they ask for, but also to innovate by bringing to them services and schemes that will enhance the value of their organisation. We are fully aware that carrying out any instruction or providing advisory services would require innovative use of technology and tools to ensure efficient and cost effective collaboration. Koikanyang Inc is therefore mindful of the following in carrying out the instructions pursuant to any legal advisory services which it may be required to discharge from time to time in terms of an instruction received from its respective clients. These would include but not be limited to the following attributes: Legal spend management and allocation of matters We recognise the need for businesses to manage and control their legal spend and ensure value for money in all work that is carried out by the firm. In terms of our internal allocation of matters, we operate on a leverage basis so as to ensure maximum skills transfer amongst our lawyers and at the same, ensure that we are being costeffective in dealing with our clients. This system ensures that work is done at an appropriate level, that is to say that work that can be done by an associate will not be done by a director however a director will have the appropriate level of supervision over matters we deal with on behalf of our clients. The system has furthermore proved to be beneficial for clients in that if a member of the firm working on matter is not available, the client can simply make contact with another member of our firm who is well-versed with the matter. Ongoing communication Excellent communication lines between Koikanyang Inc and its clients are integral to its success. We utilise the mode of communication best suited to each client. Listening to what our clients have to say Throughout the lifecycle of each instruction, the firm continuously reviews its plan to ensure it is still relevant and effective and to ensure that we respond to any changes in circumstances. Being predictable doesn t mean a lack of flexibility and we will continuously monitor a situation to ensure that our clients are still on track to get the best outcome on any piece of work. 03

5 PRACTICE AREAS The Firm has three departments corporate commercial, litigation and conveyancing with specialist teams within each department. The firm also draws on the expertise of key consultants in matters where particular specialist skills are required. One such team is our Natural Resources Team, specialising in all aspects of Mineral Resources Law, Oil and Gas and Energy Law. Listed below are some of the areas in which the firm consults and advises for both its public and private sector clients. CORPORATE AND COMMERCIAL Commercial and Corporate Law (General) Banking and Finance Law Civil Aviation Law Competition Law Corporate Finance Corporate Governance Corporate and Deal Structuring and Re-structuring Energy Law All laws/transactions related to logistics, facilities and transport (including rail, road and maritime) Insurance Law Legal Due Diligence Investigations Labour and Employment Law Management buy-outs Mergers, Acquisitions and Joint Ventures Mining and Mineral Resources Law Negotiation, Review and Drafting of Various Commercial Agreements 04

6 PPP Projects Project Finance Public Sector Law Security Services and listing requirements Share Incentive Schemes Privatisation / Restructuring / Legislation Compiling data room for the purpose of Due Diligence investigation Conducting Due Diligence on the feasibility of PPP Projects and Needs and option analysis; Drafting PPP Agreements and review of financial agreements; Review of Organisational Structure and Regulatory Framework; Compiling comprehensive Due Diligence reports Drafting of relevant transaction documents Legislative Drafting, analysis and compliance Drafting of Policy Documents Mining, Natural Resources and Energy Law Advice on all aspects of Mineral Resources Law Applications of mining rights and permits Conversion of rights and permits Advice on Oil and Gas Law and legislation relating to liquid fuels Advice on Energy Law Advice on Environmental, Health and Safety Law including mine health and safety requirements and SHE compliance/performance audits Liaising with relevant governmental departments within the mineral resources and energy sectors 05

7 Regulatory Matters in relation to the mineral resources and energy sectors, including BEE legislation Transactional Work including due diligence investigations regarding natural resources projects, drafting of commercial contracts, drafting of SLPs Legal opinions & litigation in respect of the above Environmental legal compliance audit Drafting of all relevant contract in the mineral resources, natural resources and energy sectors Drafting and advising on transportation of key commodities particularly mineral resources and liquid fuels and compliance issues in respect thereof INSOLVENCY AND BUSINESS RESCUE PRACTISE The practice comprises three partners and several associates who dedicate most or a significant part of their time to liquidations, insolvency and business rescue related matters. Services provided include inter alia: Applications to liquidate companies (whether listed, public or private), Sequestrations and the voluntary surrender of an individual s estate, Effects consequences of sequestration and winding up, Advising shareholders on the voluntary winding up of companies, composition, schemes of arrangement, proof of claims, interrogations, through to the implications of insolvency on commercial transactions and industry, Advise clients on the various implications of schemes of arrangement and effects of compromise, Advise on the validity of claims submitted by creditors; proceedings against directors and others personally in terms of the Companies Act, Advise on and to deal with all implications that insolvency may have for a contract or proposed transaction; Advising on possibilities of setting aside contracts as an impeachable transaction and related remedies; 06

8 Advising on the structure of the Business Rescue procedure, the drafting of the application to place the company under temporary supervision and the management of its business and assets (voluntary or by court order) and the effects of business rescue; Cross-border insolvency; and Drafting of liquidation and distribution accounts in respect PROPERTY LAW Conveyancing (Transfer and bonds registration) Township developments Sectional title schemes Property tax Drafting of sale of property and lease agreements Furnishing advice on all property related matters, and PPP Projects All matters relating to estate law and estate planning LITIGATION Conducting High Court and Magistrate s Court Commercial and Civil Litigation, including mediation, arbitration, liquidation, sequestration, business-rescue and section 311 applications Rendering legal advice and litigating on: o the enforcement of contracts in terms of the provisions contained in the PFMA o Corporate governance issues including the removal of directors and restructuring o matters related to inter alia the Income Tax Act and the VAT Act; o matters arising from, or in connection with, anti-dissipation orders; o Anton Pillar applications o Applications relating to the Prevention of Organised Crime Act; 07

9 Some of the transactions we have advised on include the following: Agri Sizwe Empowerment Trust advised on the acquisition by the Trust of 26,77% undivided interest in the operations and net assets in Afgri Limited (listed company). Deal worth over R500m Department of Public Works Free State - transactional advisory in respect of a Public Private Partnership for the design and construction of the Provincial Government Building Precinct. Department of Communications - transactional advisory in respect of a Public Private Partnership for the procurement of services from the private sector to provide the 112 Emergency services. GND advised on the BOOT transaction relating to the commissioning of a beneficiation plant Department of Environmental Affairs and Tourism transactional advisory in respect of a Public Private Partnership between the Imvelo Consortium and the Department. The PPP related to the construction, design and operations of an eight billion Rand project which has recently closed. Department of Human Settlements, Public Safety and Liaison, North West - review of the corporate governance processes by its subsidiary and all related processes and transactions in respect thereto including extensive advise on the PFMA and Companies Act, winding down of the corporation, drafting necessary bills 08

10 Department of Public Works, Roads and Transport Management, North West - review of the corporate governance processes adhered to by its subsidiaries Department of Public Enterprises advise on employee share ownership plans in relation to the restructuring of State Owned Enterprises Eskom Enterprises (Pty) Ltd - In respect of the restructuring of Rotek Industries (Pty) Ltd and sale of the majority interest in Roshcon (Pty) Ltd, registration of Eskom brands & Johnson Limited Irvin & Johnson Limited Legal adviser to a BEE consortium in respect of the acquisition of 25% shareholding in Irvin Sedibeng Mining Services (Pty) Limited In a Joint venture between Sedibeng and Crown Diamonds in respect of the acquisition of Dancarl Mining (Pty) Ltd (entire issued share capital) from De Beers Consolidated Mines Ltd Sedibeng Mining (Pty) Ltd In its joint venture with Postmasburg Grondverskrywing (Eiendoms) Beperk in respect of an Iron Ore Mining Operation in the Northern Cape. 09

11 South African Airways In its acquisition of Air Tanzania, including advising on all competition matters related thereto including the merger notification to the Competition Commission and the application to the Competition Tribunal to review the Competition Commission decision TransNamib Holdings Limited advised in the hotel management transaction in Namibia between the hotel owner and Legacy Hotel management Services (Pty) Ltd and continues to advise in other commercial transactions and litigation matter Transnet Limited currently advising Transnet and each of its operating divisions (Group Commercial) on various commercial matters including rail allocation on the manganese and coal line channels (including advising on administrative law, competition law and drafting of the long term rail transportation NWC transactional advisors on the disposal of a mining right to an international company in a deal valued at R250m Emang transactional advisors to the purchasers of shares in a local mining company valued at R19m - o Tau Rapulana Tribe Communities - services agreement and service level agreement - Advising the Tau Rapulana Tribe in Bodibe in the North West Province regarding their rights as lawful occupiers of certain land on 10

12 Africa (Pty) Ltd intends conducting mining activities on and currently negotiating a surface lease agreement and other matters pertaining to Social Labour Plans and environmental issues so as to ensure that there is meaningful consultation between Lafarge and the community and that Lafarge implements an effective economic development projects for the Bodibe Community o Boo Manyana communities Advising the Boo Manyana Tribe headed by the then President of the former Bophuthatswana Republic in a matter pertaining to a shareholder dispute between Boo Manyana Chrome (Pty) Ltd and its shareholders. South African Agency for the Promotion of Petroleum Exploration and Exploitation (Proprietary) Limited - drafted the co-operation agreement between the Norwegian Petroleum Directorate and the South African Agency for the Promotion of Petroleum Exploration and Exploitation (Proprietary) Limited. The cooperation agreement between Norway and South Africa has promoted a co-operative relationship between the two countries and created numerous opportunities for developing profoundly important policy and capacity interventions that have made a significant impact on the energy sector in South Africa and Southern Africa. 11

13 TEAM PROFIILES Chopologe Olckers Koikanyang Senior Partner, Commercial B.Proc and L.L.B - University of the Western Cape Advance Certificate course in Practical Insolvency Litigation and Administration University of Pretoria Chopologe joined Mallinicks in 1995 and remained there until January He was appointed a partner in the commercial and property departments from September 1998 until February He then co-founded Mchunu Koikanyang Attorneys in February He has acquired extensive experience in various areas of law, including corporate and commercial law, labour law, mining law, communication/ media law, environmental law, mergers and acquisitions, privatisation and restructuring of state owned enterprises, Public Private Partnership, corporate governance, employee share ownership plans, conveyancing, commercial property and commercial litigation and insolvency. He has advised and continues to successfully advise clients in the public and private sectors on all of the abovementioned areas of law. t: +27 (0) e: chopologe@ock.co.za Elijah Ramonyai Director, Litigation L.L.B University of South Africa Prior to joining the firm Elijah was an associate at Mchunu Koikanyang Attorneys. He joined the firm in 2009 as a partner. He has acquired extensive experience in various areas of law, including general litigation both in High Court and Magistrates Court, broadcasting Law, civil aviation, private arbitrations, commercial litigation, competition law, labour law, including labour court practice and CCMA, divorce law and eviction law. He has advised and continues to successfully advise clients on all of the abovementioned areas of law. t: +27 (0) e: elijah@ock.co.za 12

14 Odwa Bongile Kupiso Director, Litigation LLB University of Western Cape LLM (International Trade Law) University of Stellenbosch World Trade Organization Dispute Settlement Certificate (UNCTAD) Odwa joined the firm s commercial law department in May 2011 and was appointed a partner of the firm in January Before joining the firm, he articled with Mallinicks Inc in Cape Town and later practiced as an associate in the commercial litigation department at Eversheds South Africa. He later practiced for his own account under Kupiso Attorneys until he joined our firm at the beginning of May His areas of expertise include amongst others, general commercial litigation, banking law, international trade law, sectional title law, administrative and constitutional law and corporate law. Odwa also served as a researcher for the Trade Law Centre for Southern Africa (TRALAC) in Stellenbosch and also as internal Legal Counsel for Absa Bank and First National Bank. t: +27 (0) e : odwa@ock.co.za Happy Ntsako Godi Director, Conveyancing L.L.B University of South Africa Attorney, Conveyancer and Notary Public Happy is an admitted Attorney, Conveyancer and Notary of the High Court of South Africa with a right of appearance in the High Court. He holds an LLB degree from the University of South Africa. He did his articles of clerkship at the Legal Aid Board, where his main area of focus were inter alia on the following aspects of law, namely: Criminal litigation, Human rights law, Public interest law (Evictions), Family law (Divorce, Custody, Maintenance & Domestic violence), General legal advisory services and civil litigation. Happy went on to join Tim Du Toit Incorporated Attorneys and completed his articles in the commercial litigation department in Johannesburg, where he gained valuable experience in the following fields of law namely: Drafting & Interpretation of commercial contracts, Commercial and Corporate litigation, Legal recoveries/ Debt collection, Banking law, Insolvency law, Competition law, 13

15 Administration of estates, Mining law and Media law. During 2009, Happy co-founded Taleni-Godi Incorporated Attorneys where he specialized in Property law, Conveyancing and Notarial practice. Happy joined Koikanyang Incorporated as a Senior Associate in our Conveyancing and Commercial Departments in September 2011 and was appointed a director of the firm in January t: +27 (0) e : happy@ock.co.za Boitumelo Monyatsi Associate LLB Witwatersrand University Certificate in Company Law - Nelson Mandela Institute, Witwatersrand University Certificate in Competition Law Nelson Mandela Institute, Witwatersrand University Boitumelo joined the firm in July 2013 as an Associate and is working in its Litigation Department. Boitumelo is involved in commercial and civil litigation in the Magistrate s and High Courts. Boitumelo is also involved in civil aviation law. Boitumelo also has experience in the drafting of agreements and opinions. t : +27 (0) e : boitumelo@ock.co.za Irvin Moffat-Candidate Attorney LLB-Unisa Irvin joined the firm in January 2014 and is a candidate attorney in the litigation department. He is currently studying towards his Masters Degree. t: +27 (0) e: Irvin@ock.co.za 14

16 Duma Masala Candidate Attorney, commercial BA Law - University of Johannesburg LLB - University of Johannesburg Duma joined the firm in January 2014 as a Candidate Attorney and is working in our commercial department. t : +27 (0) e : duma@ock.co.za 15

17 Statement of Intent BLACK ECONOMIC EMPOWERMENT Koikanyang Inc. acknowledges the necessity of the Employment Equity Act and the Black Economic Empowerment Act and subscribes to a policy of employment equity and empowerment, taking cognizance of the diversity existing in the broader society, which is based on equal dignity and respect of all people. In this regard, the firm consists of a majority of black legal professionals with industry wide expertise. The firm was founded on the basis noting the realisation by its professionals of the existing challenges to the legal profession and business in general and, in particular, to black legal professionals. Present Black Ownership and Management Koikanyang Inc. Recognises that BEE and especially broad-based BEE is a national imperative necessary for sustainability. 100 % of Koikanyang Inc s issued shares are held by black persons. These same shareholders are also partners of Koikanyang Inc A certificate in relation to Koikanyang Inc. Issued by Empowerdex, a BEE accreditation agency which is itself accredited under the Codes of Good Practice promulgated under the Broad-Based Black Economic Empowerment Act, is available on request 16

18 ADDITIONAL RESOURCES In combination with our strategically placed consultants, Koikanyang Inc brings more than just legal knowledge to the table. Our focus is on solutions tailor-made for each of our clients. Koikanyang Inc is able to offer the following capabilities: Project Management Skills We have extensive management skills and are presently instructed by the Department of Human Settlements (North West), Department of Public Works, Roads and Transport Management (North West), Transnet SOC Limited, Department of Environmental Affairs and Tourism (National) and the Blue IQ Investment SOC Limited (Gauteng Funding Agency and Development Agency) with a number of Project Management instructions. In attending to these instructions, one is required to develop, employ and manage resources for the following competencies: Advanced research, policy analysis and development skills o We have access to a number of legal research databases and have an extensive library at our office. A number of our professionals have post graduate qualifications including extensive experience. Proven knowledge and understanding of local government legislation as it pertains to local public administration and human resources. o Ninety percent of our client database are government clients and as such we are required to be familiarised and have competencies in procurement legislation and regulatory guidelines pertaining to government i.e. Public Finance Management Act, Municipal Finance Management Act, National Treasury Guidelines, Labour Relations Act, Employment Equity Act, etc A well developed knowledge of human capital philosophies, strategies, practices, etc., in order to lead the most complex service delivery challenges. Ability to use technical and business understanding to create a vision of where local 17

19 government is going and the problems and opportunities it may face o We are presently attending to the restructuring of the North West Housing Corporation and the audit of Northwest Transport Investments (Pty) Ltd and each of its subsidiaries. Ability to develop innovative solutions, analyse threats and identify and identify new opportunities to address the appropriate risks to move the local government business forward o Of interest is our recent advisory in the Public Private Partnership between the Government of Republic of South Africa and the Imvelo Consortium. 18

21 COMPANY PROFILE

Practical, authoritative and commercially astute advice to promote the growth of our clients businesses.

Practical, authoritative and commercially astute advice to promote the growth of our clients businesses. ABOUT US Delport van den Berg Incorporated, founded in 2002, is a niche firm offering specialised