Phetha Mchunu

CDH's Corporate & Commercial and Tax & Exchange Control teams advised Clientèle Limited on its proposed delisting from the JSE, involving a conditional offer to shareholders to repurchase their shares, together with a specific issue of shares to members of management. The proposed structure provides shareholders with an opportunity to exit at a defined premium, while enabling those who remain invested to continue as shareholders in an unlisted environment with periodic liquidity mechanisms.

The amendments to the South African Companies Act, which came into effect in December 2024, include a long-awaited amendment to sections 40(5) and 40(6), which clarify the requirements in relation to structuring transactions using a version of prospective “sweat equity”, whereby future non-financial contributions, such as skills, expertise and time, may be exchanged for upfront equity.

In recent years, the use of Special Purpose Acquisition Companies (SPACs) has gained traction globally as an alternative route for companies to go public, bypassing the traditional IPO process. However, SPACs have yet to gain widespread popularity in Africa’s M&A landscape.