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Category: Commercial Law

Minchin & Kelly (Botswana)Our ArticlesCommercial Law

Development in Botswana regarding Close-out Netting and Termination Provisions-ISDA & GMRA Agreements: The Banking Act, 2023.

An exciting development has occurred within the Botswana banking sector.  The Banking Act, 2023 which became operational as of 15 August 2025, has given legal recognition to close-out netting and termination provisions in eligible financial contracts pertaining to licensed banks and deposit-taking institutions including in instances where the licensed banks and deposit-taking institutions are in compulsory liquidation.

The Banking Act,2023 defines “eligible financial contracts” meaning any type of financial contracts from time to time specified by the Central Bank of Botswana for such purpose. It is only a matter of time until a directive or order from the Central Bank specifying what constitutes eligible financial contracts will be issued. However, we anticipate based on commercial best practice that this would include eligible financial contracts such as  ISDA and GMRA Agreements.

The Banking Act, 2023 effectively replaces the old 1995 Banking Act with the aim of aligning Botswana’s banking regime with the modern international trends. For more information, please contact Tatenda Dumba whose information is found below.

Tatenda Dumba
Partner | Head – Banking & Project Finance
tdumba@minchinkelly.bw

 

Minchin Kelly Banking Law, Commercial Law, Financial Law, Legal Updates

Data Privacy Week – Take control of your data

The 2024 data protection week is upon us! This year’s theme is “Take control of your data”.

Information is possibly the greatest asset of our generation whether it be personal, non-personal and/or commercial. Therefore, it is paramount that we are aware of our rights in relation to data. In Botswana, the key statutory instrument that regulates data privacy is the Data Protection Act. The Data Protection Act regulates the protection of personal data and ensures the privacy of individuals in relation to their personal data.

In honour of data protection awareness week our Corporate and Commercial Division invites the general public to enquire on anything in relation to data privacy and protections at our offices on the 26th of January 2024.

Know your rights, protect your data.

Minchin Kelly Commercial Law, Legal Updates, Regulatory

Minchin & Kelly (Botswana) advises Tshukudu Metals on the US$60 million finance facility uplift

Minchin & Kelly (Botswana) were the project finance legal advisors in Botswana for Tshukudu Metals Botswana (Pty) Ltd (Tshukudu) on the US$60 million finance facility uplift for the expansion of its Motheo copper project (Motheo), which is located in the Ghanzi District of Botswana. Tshukudu is a subsidiary of Sandfire Resources Limited, one of the largest copper-focused companies on the Australian Securities Exchange.

Minchin & Kelly (Botswana) also advised on the initial US$140 million finance facility executed in September 2022 for Motheo, which was officially opened in August 2023 by His Excellency Dr. Mokgweetsi Eric Keabetswe Masisi, the President of the Republic of Botswana.

Minchin Kelly Commercial Law, Legal Advice

Stanbic Bank Botswana Legal Awareness Day

Minchin and Kelly (Botswana) participated in Stanbic Bank Botswana’s legal awareness day held on 1 September 2023. The team was led by Mr. Terence Dambe, the managing partner of Minchin and Kelly (Botswana), and he was accompanied by Gape Khuwa, Victor Chilembwe and Razeena Moorad. Amongst other things, the team presented and offered legal advice on property law to Stanbic Bank Botswana’s staff and the general public.

Stanbic Bank Botswana’s legal awareness was a wonderful opportunity for Minchin and Kelly (Botswana) to collaborate with its stakeholders and the community at large.

Minchin Kelly Banking Law, Commercial Law, Family Law, Financial Law, Legal Advice, Legal Updates

Major changes to note with the New BSE Rules

Recently Tatenda Dumba, a senior associate in our Corporate & Commercial Division attended the Botswana Stock Exchange Limited Listing Requirement Refresher Workshop which was held at the BSE offices on the 18th of October 2018. The Refresher Workshop was to highlight the proposed New Listing Requirements that are anticipated to come into effect in January 2019. Read more “Major changes to note with the New BSE Rules”

Minchin Kelly Commercial Law, Financial Law

Dispute Resolution & Compliance

  • Comprehensive Representation: We represent you in all employment-related forums, including the Department of Labour Arbitrations, Industrial Court, High Court, and Court of Appeal.
  • Department of Labour Liaison: We handle interactions with the Department of Labour on your behalf, streamlining the process and ensuring a smooth resolution.
  • Unfair Dismissals, Labour Practices & Discrimination: Challenge wrongful terminations, unfair labour practices, and workplace discrimination. We fight for fair treatment and a just outcome.
  • Wage & Benefit Disputes: Recover unpaid wages, overtime, leave pay, and severance pay you are rightfully entitled to.
  • Retrenchments: We guide you through retrenchment processes, addressing issues like unfair dismissals, restructures, industrial action, severance benefits, trade disputes, and employer-employee relations.
  • Disciplinary Proceedings: We assist with disciplinary hearings, ensuring fair procedures and protecting your rights.

Employee Benefits

  • Independent Contractors & Fringe Benefits: We clarify the application of pay-as-you-earn (PAYE) to independent contractors and fringe benefits, ensuring you meet all tax reporting requirements.
  • Share Schemes & Employer Benefits: We provide clear guidance on the tax implications of share schemes and other benefits employers are required to offer, minimizing potential tax liabilities.
  • Non-Compliance Identification: We help you identify areas of potential non-compliance with tax regulations related to employee benefits.
  • Benefit Restructuring: Our team can assist with restructuring your employee benefit programs, including share incentive schemes, to optimize tax efficiency and minimize tax burdens.
  • Pension & Provident Funds: We provide comprehensive support with pension and provident funds, as well as other retirement benefits for your employees.

Corporate Immigration

  • General Work Permits: Obtain the necessary permits for skilled professionals from outside Botswana.
  • Intra-Company Transfer Work Permits: Facilitate the smooth relocation of employees within your organization.
  • Special Skills Work Permits: Secure permits for highly specialized roles where local skills are unavailable.
  • Family Visas: Help spouses and dependent children obtain the necessary visas to join their loved ones in Botswana.
  • Study Permits: Support the educational pursuits of international students.
  • Permanent Residence: Guide individuals through the process of obtaining permanent residency in Botswana.
  • Temporary Residence: Assist with securing temporary residence status for those with specific needs.
  • Immigration Regulations & Updates: Stay ahead of the curve with our up-to-date knowledge of Botswana's Department of Home Affairs requirements.
  • Legal Queries & Support: We address your legal questions regarding immigration processes and ensure you have the information needed to make informed decisions.

Consulting

  • Employment Law Advice & Opinions: We provide insightful legal advice and opinions on a wide range of employment matters, from corporate restructuring to performance management.
  • Commercial Issues with Employment Implications: We help you navigate the intersection of commercial decisions and their potential employment law implications.
  • Corporate Restructuring & Retrenchment: We guide you through the entire restructuring process, including offering step-by-step guidance, managing consultations, drafting essential documentation, and representing you at bargaining council meetings.
  • Disciplinary Procedures: Our team assists with drafting notices, preparing for hearings, and representing you at disciplinary proceedings (when permissible).
  • Performance Management: We offer strategies for managing underperforming employees, including the introduction of performance management systems and employee grading processes.
  • Transfer of Business as a Going Concern: We advise on valuation, apportionment of liability, and restructuring during business transfers, ensuring a smooth transition and compliance with relevant regulations.
  • Mergers & Employee Impact: We facilitate the employee consultation process during mergers, prepare impact reports, and support your merger filing with the Competition Commission.
  • Employment Law Acts: We stay up to date on essential employment law legislation, including the Basic Conditions of Employment Act (BCEA), Employment Equity Act (EEA), Compensation for Occupational Injuries and Diseases Act, Employment Services Act, and Occupational Health and Safety Act (OHSA). We can advise you on your obligations and ensure compliance with each.

Victor Chilembwe, Associate Attorney / Corporate & Commercial

Victor, an Associate in our Corporate and Commercial Division, where he has been a key member of the firm’s team since 2021. With a comprehensive background in data protection, project finance, and legal compliance, Victor brings a wealth of expertise to the firm’s diverse practice areas. / See full biography

Namie Modiri, Senior Associate / Corporate & Commercial

Namie Modiri, a Senior Associate in Minchin & Kelly's Corporate & Commercial Division, navigates complex transactions for local and international companies. Her expertise spans mergers & acquisitions, competition law, banking, project finance, and more. She tackles employment, trust and estate administration matters with the same dedication. A leader in regulatory laws, data protection, privacy, and communications law, Namie advises clients across diverse industries. Her experience extends to public-private partnerships, energy regulation, and financial services law. Joining Minchin & Kelly in January 2017, Namie's contributions continue to impress. / See full biography

Obakeng Mmopi, Associate / Financial Recoveries

Obakeng Keith Mmopi is a dedicated attorney with a strong focus on Financial Recoveries. Joining Minchin & Kelly in January 2021, he brings a strategic approach to managing and resolving complex financial disputes. His keen interest in Labor Law and Tax Law enhances his ability to provide comprehensive legal services, ensuring that clients receive well-rounded and informed counsel. Whether navigating the intricacies of financial recoveries or exploring the nuances of labour and tax regulations, Keith is committed to delivering exceptional legal solutions to both individuals and businesses. / See full biography

Isaac Ntombela / Partner and Head of Corporate & Commercial

Isaac Ntombela, ranked Band 3 in General Business Law – Botswana by Chambers Global in leads the firm's Corporate & Commercial division as Partner.  He advises local and international companies on a broad range of commercial matters, including mergers & acquisitions, competition law, tax, and regulatory compliance.  His expertise spans transactions, corporate governance, and all aspects of company law. Isaac started his career in January 2010 as a lecturer with Gaborone Universal College of Law. He joined the Attorney General's Chambers for a short stint from August to September 2011 focusing on litigation. Isaac then joined Minchin & Kelly (Botswana) in October 2011 as a professional assistant in the Corporate and Commercial Business Unit and was promoted to Partner in January 2017. / See full biography

Terence Dambe/ Managing Partner and Head Of Real Estate

Terence steers Minchin & Kelly (Botswana) as Managing Partner. Leading the Real Estate practice, he offers comprehensive legal guidance on property and mining transactions, crucial to the firm's success. His expertise extends to major commercial deals, particularly in property, mining, and energy sectors. Since joining Minchin & Kelly in 1989, Terence has risen through the ranks, becoming partner in 1993 and ultimately, Managing Partner in 2006.. / See full biography

Tatenda C. Dumba / Partner and Head of Banking & Project Finance

Partner Tatenda Dumba spearheads Minchin & Kelly (Botswana)'s Banking and Project Finance Division. Her practice encompasses project finance, debt & equity markets, derivatives and hedging transactions and public-private partnerships (PPPs). This breadth of knowledge extends to mining, energy, retail and property development. Tatenda’s experience in advising multinational banks and development financial institutions on cross-border transactions makes her a sought-after expert in banking and finance, ISDA, custodian and insolvency matters. Recognized by Chambers and Partners (Band 3) for her finance and project acumen, she is a trusted advisor for a diverse spectrum of clients. She joined Minchin & Kelly (Botswana) in 2017 as a senior associate and her talent and dedication led to her well-deserved partnership promotion in July 2019. / See full biography

Obakeng Nthomamisi, Senior Associate / Civil & Corporate Litigation

Obakeng is a dedicated Senior Associate in Minchin & Kelly (Botswana)'s Civil & Corporate Litigation Division. After joining the firm in May 2019 as a legal assistant, his talent, dedication and hard work led to his admission as an attorney in February 2020, having graduated 3rd in his class. Obakeng continues to perfect his skills in dispute resolution. In addition to being an astute civil litigator, Obakeng is a qualified arbitrator and has experience dealing with arbitrations. / See full biography

Nyaradzo Mupfuti / Partner and Head of Financial Recoveries

Nyaradzo Mupfuti heads the Financial Recoveries Division at Minchin & Kelly (Botswana), specializing in debt collection legal services tailored for banks, insurers, financial institutions and various other entities. In addition to her expertise in collections, Nyaradzo offers strategic guidance to businesses navigating evolving debt collection policies and regulations. She oversees the soft collection operations within the firm's debt collection portfolio and provides clients with valuable insights into effective debt collection strategies. She possesses extensive knowledge and experience in civil litigation cases as well. / See full biography

Agang Mfolwe, Associate / Civil & Corporate Litigation

Agang is an Associate in the Civil and Corporate Litigation Department at Minchin & Kelly (Botswana), where he delivers expert litigation services to a diverse client base. With a solid background in debt collection, Agang represents clients across sectors such as banking, insurance, and property management. He possesses strong expertise in Company Law and is actively expanding his practice to include commercial transactions, corporate governance, property law, and capital markets... / See full biography

Jayne Cross / Partner and Head of Civil & Corporate Litigation

Jayne Cross who has been consistently for 5 years and currently in Band 1 by Chambers Global, heads the Civil & Corporate Litigation Division at Minchin & Kelly (Botswana).  Jayne tackles complex litigation related claims relating to, amongst other things, commercial disputes, insurance law, insolvency and liquidations. She has been involved in many intricate legal proceedings both in and outside Botswana and regularly works with international clients and firms. Her expertise in domestic and cross-border litigation is recognized by Chambers Review, in which she has been ranked from 2017 to date.  Beyond the courtroom, Jayne also guides clients on the best strategies and practical commercial solutions to be adopted. / See full biography