Callie-Jo Bouman

• Advising Farmerline Group (a Mauritian company start-up in the agricultural industry) on its capital fund raising with Nederlandse Financierings – Maatschappij voor Ontwikkelingslanden N.V (a Netherlands company) and Acumen Capital Partners (a New York company), drafting the transactional documents (subscription agreement, shareholders’ agreement, constitution, resolutions, waivers, side letters, non-disclosure agreement and disclosure schedule) and facilitating extensive stakeholder negotiations on exit mechanisms and alignment of polices amongst various investors. The transaction enabled the streamlining of farming services through the Merg-data application. This transaction was nominated for the IFLR Africa Awards 2022 as Deal of the Year.*
• Advising Nurture Food Investments on its subscription for 40% of the issued share capital of Fairview Cheese Company and drafting the subscription agreement, shareholders' agreement and memorandum of understanding for the intellectual property rights and transfer thereof bearing in mind the Income Tax Act 58 of 1962 considerations. Fulfilling a key client facing role on the transaction and assisting with practical implementation of the transaction, including co-ordinating and managing the due diligence investigation and preparing the due diligence report. Managing the fulfilment of all conditions precedent and closing deliverables.*
• Advising Sanlam’s SanPref in relation to its provision of preference shares and private debt funding to a consortium of issuers and a single borrower in respect of its acquisition of all the shares in Q LINK Holdings and drafting the shareholders' agreement and memorandum of incorporation. This includes facilitating negotiations on key transactional documents and advising on share class terms, exit mechanisms and minority protections whilst supporting Sanlam’s business strategy and interest.*
• Advising a leading South African financial institution regarding its investment in an Island of Jersey company, particularly with regards to the treatment of various debt instruments akin to equity and the ranking of such debt against shares and future funding arrangements, force share sales, share repurchase and subscription of additional shares following an event of default, disposal of ESOP shares, cash waterfall and other key considerations. Drafting the co-founders undertaking agreement, annexed to the facility agreement, incorporating these commercial terms.*
• Advising a leading global investment, savings and insurance and banking group (the Lender) regarding its provision of funding through a facility and subscription for preference shares in a South African company to develop its stablecoin. Drafting commercial terms to create three classes of preference shares. Drafting the facility agreement and subscription for preference shares agreement whereby each drawdown is accompanied by a subscription for preference shares at a predetermined subscription price dependent on the utilisation amount. Advising on section 8E and 8EA Income Tax Act 58 of 1962 considerations, ensuring reasonable oversight by the Lender for each utilisation request and drafting various entitlements including establishing an oversight committee, key performance indicator evaluations, most-favoured nation rights, right of first refusal, tag-alongs, right of first offer and representations akin to cryptocurrency.*  
• Advising Noodle Partners Inc (registered in the State of Delaware) on its acquisition of all the issued share capital of Hubble Studios (registered in South Africa) and drafting the share sale agreement and other transactional documents. Facilitating negotiations on pricing mechanisms, escrow considerations, key employee and executive employee provisions and various undertakings. The transaction marked Noodle's entry into the international market and furthers its aims for online learning.*
• Advising the University of Cape Town, in partnership with Umuzi, on the UCT Digital Bootcamp’s pilot project initiative in the edtech sector by drafting, reviewing and amending the co-operative agreement, identifying various transactional risks and facilitating negotiations amongst interested parties. Overall, the transaction equalises standards and results in the democratization of education.*
• Advising the University of Cape Town on the establishment of UCT Online Highschool in partnership with Valenture OP CO UK Limited and drafting the memorandum of agreement for the intellectual property rights, know-how and methodology, minority protection rights, brand and reputation risk and exit mechanisms. The transaction aims to provide students access to high quality online schooling at affordable prices, ultimately creating more opportunities for students across the globe.*
• Advising a company aimed at investing in technology start-ups in the fintech and adjacent industries, by amending its memorandum of incorporation and shareholders’ agreement to maintain Black ownership levels in terms of the Black Economic Empowerment Codes, attract angel investors and maximise ESD points.*
• Advising a global technology company on its merger with a marketing solutions company having offices in South Africa, Middle East and Africa. Preparing a detailed memorandum containing legal corporate advice on the proposed restructure steps being either a statutory merger (section 113 of the Companies Act 71 of 2008) or a sale of business agreement and specifying the statutory requirements and potential commercial risks and/or vetoes pertaining to either method. Advising on any consequential repurchase of B-BBEE shares with an embedded notional vendor funding component and public interest considerations.*   
• Advising various en commandite partnerships on its term sheet, partnership agreement, management agreement including where the manager is an authorised financial service provider in terms of the Financial Advisor and Intermediatory Services Act, Codes of Good Practice on Black Economic Empowerment as applicable to Private Equity Funds, most favoured nation rights, key person/s, exclusivity and Income Tax Act 58 of 1962 considerations.*
• Advising Mining, Minerals & Metals Plc (registered in terms of the laws of England and Wales, listed on the London Stock Exchange) in respect of its energy focused acquisition from Africa Resources Holdings LLC (registered in the District of Columbia, United States of America) to purchase the entire issued share capital of Narnia Mauritius Gas Holdings Limited, holder of the Lindley Natural Gas Project exploration licence situated in the Free State, South Africa. Reviewing the executed transactional documents and providing recommendations in light of the Companies Act 71 of 2008, Mineral and Petroleum Resources Development Act 28 of 2002 (MPRDA) and the MPRDA regulations. Analysing exploration permits, renewal applications, amendments and/or variations of any permits and any transfers of a controlling interest. Advising regarding B-BBEE shareholding percentage requirements in terms of the MPRDA and the Upstream Petroleum Resources Development Bill. Providing ad hoc legal advice throughout the transaction.*
• Advising a Mauritian energy company regarding its commercial transaction with a Botswana energy company to purchase liquefied natural gas, subsequent to the building and operating of an LNG plant. Amending the gas supply and offtake agreement to specify undertakings for providing and collecting of gas, title to the gas, transfer of risk between the parties along the collection route and force majeure events. Providing ad hoc legal advice and discussing amendments throughout the transaction.*

* Denotes experience from a previous firm.

Callie-Jo assists with various corporate pro-bono matters that require legal advice or drafting or amending of constitutional documents in order to comply with legislative requirements, including (where applicable) the drafting of provisions to be registered as a public benefit organisation (PBO) with section 18A status in terms of section 30(1) and section 18A of the Income Tax Act 58 of 1962.* 

Particularly, Callie-Jo assisted by:
• drafting the memorandum of incorporation for a non-profit company (NPC) without members. The NPC assists victims of gender based violence;
• amending the constitution of an NPC with PBO status to align with requirements specified by the Independent Communications Authority of South Africa in order to obtain a community radio licence. These requirements included, inter alia, drafting an appeal mechanism for decision-making and specifying quorum requirements. The NPC assists by improving the quality of living in rural communities; and
• drafting the constitution of a non-profit organisation (NPO) with PBO status, specifying the requirements for office bearers and members, including oversight and reporting obligations for each office bearer level. The NPO promotes neurological rehabilitation and educational needs to disabled persons.*

* Denotes experience from a previous firm.