Advaya Consulting — Corporate & Commercial Legal

About the Firm

Who We Are

Advaya Consulting (Pty) Ltd is a boutique corporate and commercial legal consultancy based in Johannesburg, South Africa.

Our focus is on delivering senior, commercially minded legal and strategic advice on corporate transactions, finance arrangements and strategic advisory matters, with the responsiveness and agility that clients often require in fast-moving transactions.

Each member of our team has practised at one of South Africa's leading law firms, bringing large-firm discipline, technical rigour and cross-sector experience to every engagement. With more than 50 years of combined experience across M&A, project finance, corporate finance and cross-border transactions, we advise borrowers, sponsors, investors, sellers and acquirers on complex and strategic mandates across sectors.

Our matters are senior-led, with clients having direct access to experienced practitioners throughout the engagement. This allows us to provide clear, practical advice, maintain momentum and remain closely aligned with the commercial objectives of each transaction.

Where required, we work alongside trusted specialists, including corporate finance advisers, private equity professionals, funders' counsel, tax advisers and other subject-matter experts. This model enables us to remain lean and focused while giving clients access to the right expertise for each mandate.

We are an accredited Level 1 B-BBEE contributor and are committed to supporting commercially meaningful transformation.

Areas of Specialisation

Our Practice Areas

Corporate & M&A

Mergers, acquisitions, share sales, business disposals, asset-for-share transactions, due diligence, transaction structuring and implementation across sectors.

Joint Ventures & Shareholder Arrangements

Joint venture formation, shareholder arrangements, governance frameworks, reserved matters, funding obligations, transfer restrictions, deadlock mechanisms and exit arrangements.

Infrastructure, Energy & Project Finance

Renewable energy, infrastructure and project finance transactions, including financial close, project agreements and documents, shareholder and equity funding arrangements, bridge facilities, refinancings and related transaction documents.

Corporate Advisory & Governance

MOIs, board and shareholder approvals, Companies Act matters, group restructurings, compliance frameworks and corporate governance arrangements.

Private Equity, Investment Platforms & Funding Structures

Private equity transactions, inward investment, investment platforms, portfolio company acquisitions, preference share funding, subscription arrangements, related security arrangements and shareholder funding structures.

Track Record

Selected Transactions

Our recent mandates reflect the type of work we are trusted to lead: complex corporate transactions, funding arrangements, renewable energy investments, investment platforms, group restructurings and strategic commercial advisory matters.

We have advised borrowers, sponsors, investors, acquirers, sellers and operating companies across sectors, with particular experience in renewable energy, infrastructure, investment platforms, preference share funding, refinancings, shareholder funding structures, private equity and corporate transactions.

Renewables

150 MW Scorpius Solar PV Project

Advised the Kholosani Group in relation to its joint venture with SOLA Group and Revego Africa Energy Fund in respect of the Scorpius Solar PV Project near Virginia in the Free State, which reached financial close in December 2023.

Renewables

Ubuzwe / iThokazi Renewable Energy Portfolio

Advised on an asset-for-share transaction involving a portfolio of wind, solar and CSP assets, contributing to the development of a renewable energy investment platform.

Renewables

Herbert Solar Project

Advised the acquiror of a 47.5% interest in the project company, including advice on the capital raise and transaction structure, and the negotiation and drafting of the sale agreement, shareholders agreement and memorandum of incorporation.

Renewables

Naos Solar and Battery Project

Advised an investor in relation to its proposed investment in a landmark 300 MW / 435 MWp Naos solar and battery hybrid project, including advice on the capital raise and the negotiation of the subscription agreement, shareholders agreement and memorandum of incorporation.

Renewables

Schoongezicht Solar PV and BESS Project

Advised the acquiror of a 25% interest in the project company for a potential 700 MW solar PV plant and 100 MW / 400 MWh battery energy storage system, including advice on the acquisition structure and the negotiation of the sale agreement, shareholders agreement and memorandum of incorporation.

Financing

Kholosani Investments Refinancing

Advised Kholosani Investments (RF) (Pty) Ltd as borrower in relation to a refinancing used to settle an existing bridge facility and support the group's growth strategy.

Financing

Ubuzwe Energy Refinancing

Advised Ubuzwe Energy in relation to a refinancing within the Kholosani Holdings group, including the partial settlement of an existing bridge loan facility.

Financing

KECH-Ubuzwe Group Restructuring and Funding Arrangements

Advised on the restructuring of group assets and associated funding arrangements, including the review and settlement of amended and restated preference share subscription arrangements, related funding documents and supporting transaction documentation.

M&A

Cilo Cybin Holdings SPAC Acquisition

Advised in relation to the acquisition of Cilo Cybin Pharmaceuticals by Cilo Cybin Holdings, a JSE AltX-listed special purpose acquisition company, with consideration settled by way of a share issue.

M&A

Borderpost Transaction

Advised the acquiror of a minority interest in a project company in a cross-border transaction, including conducting legal due diligence on the target and advising on the funding arrangements for the acquisition.

Platforms

Intsika Infrastructure Investment Platform

Advised on the establishment and implementation of an infrastructure investment platform, including the transfer of assets into the platform, shareholder arrangements, funding considerations and related transaction documents.

Advisory

Smart Mining Technology Services

Providing ongoing commercial contracting support to a subsidiary of Komatsu in relation to master services agreements and customer arrangements for the provision of smart mining technology services across Africa.

Advisory

Commercial Services Business

Providing ongoing corporate and commercial legal services to a commercial services business, including advice on commercial arrangements, governance matters and transaction documents.

Specialists in Corporate & Commercial Transactions

Who We Are

Our Practice Areas

Corporate & M&A

Joint Ventures & Shareholder Arrangements

Infrastructure, Energy & Project Finance

Corporate Advisory & Governance

Private Equity, Investment Platforms & Funding Structures

Selected Transactions

Our Team

Let's Work Together