The South African Reserve Bank (“SARB“) and National Treasury published the draft Crypto Asset Manual for Cross-Border Activities for public comment on 3 August 2026 which marks a watershed moment for South Africa’s crypto asset holders and South African Authorised Crypto Asset Service Providers (“Authorised CASPs“). For the first time, cross-border crypto transactions will be subject to a comprehensive regulatory framework with the force of law, issued under the Currency and Exchanges Act, 1933 and Exchange Control Regulations, 1961.

Purpose and scope

The draft Manual establishes the operational rules for all cross-border crypto asset activities conducted through Authorised CASPs and introduces a three-tiered authorisation system –

• Category One: Remittance transactions capped at R5,000 per transaction per day and R25,000 per month.
• Category Two: Broader cross-border crypto asset transactions via South African custodial wallets.
• Category Three: Combined Category One and Category Two operations.

Key obligations and restrictions

The Manual imposes significant requirements, including –

• Only natural persons may engage in cross-border crypto transactions. Resident entities such as companies and trusts are expressly prohibited from doing so;
• Individual allowances apply: R2 million per calendar year (Single Discretionary Allowance) and R10 million (Foreign Capital Allowance);
• Transfers between a domestic Authorised CASP and an offshore CASP, or to non-custodial wallets, are classified as cross-border;
• Transfers from non-custodial wallets to domestic Authorised CASPs are prohibited;
• Authorised CASPs must hold minimum unimpaired capital of R5 million (or 15% of average positive gross income over three years, whichever is higher), maintain CIPC registration with physical presence in South Africa, and ring-fence their operations;
• Full CDD compliance under the Financial Intelligence Centre Act, FinSurv Reporting System certification, and record-keeping for a minimum of five years; and
• Non-compliance may result in official warnings, suspension, permanent withdrawal of authorisation, or criminal prosecution.

Draft Capital Flow Management Regulations, 2026

Stakeholders should note that the draft Capital Flow Management Regulations, 2026 published by National Treasury remain under consideration and have not yet been finalised. The draft Regulations propose a comprehensive amendment of the Exchange Control Regulations, 1961 and would, among other things –

• Explicitly define “capital” to include crypto assets;
• Introduce compelled disclosure of private keys upon forfeiture;
• Establish search and seizure powers for crypto assets; and
• Impose criminal penalties of up to R1,000,000 or five years’ imprisonment (or fines equal to the asset value where this exceeds R1,000,000).

The draft Regulations and draft Manual are designed to work in tandem: the Regulations provide the overarching legislative framework, whilst the Manual sets out the operational implementation requirements for cross-border crypto asset activities. Should the draft Regulations be finalised in their current form, the regulatory landscape for crypto assets in South Africa will fundamentally transform.

What you need to do

The draft Manual has been published for public comment by close of business on 30 September 2026. All stakeholders, including Authorised CASPs, fintech companies, institutional investors, and individual crypto holders, are encouraged to submit written representations to SARB’s Financial Surveillance Department during the comment period.

Given the far-reaching implications of both the draft Manual and the draft Capital Flow Management Regulations, affected parties should –

• Review the draft Manual in full and assess the impact on current and planned operations;
• Prepare and submit written comments within the prescribed consultation period;
• Engage specialist legal counsel to navigate the compliance requirements; and
• Monitor developments regarding the Capital Flow Management Regulations, which will shape the broader regulatory environment.

Werksmans is available to assist with submissions, compliance assessments, and strategic advice in relation to the draft Manual and the evolving regulatory framework for crypto assets in South Africa.

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The Western Cape High Court has ordered the eviction of over 160 illegal occupiers from Transnet-owned land at Culemborg in Cape Town by 30 September 2026. Most notably the Court did not require the City of Cape Town to provide emergency housing for those evicted, for a unique combination of reasons, including that the unlawfully occupied land, largely occupied by undocumented foreign nationals, was being used as a base from which opportunistic criminal activity was conducted.

Those travelling into Cape Town city centre from the northern suburbs and western seaboard will know the site well. For over a decade, there has been an informal settlement on Transnet land, immediately adjacent to the highway entering the city centre. After a prolonged period, Transnet brought proceedings to evict the unlawful occupiers. The City of Cape Town municipality was added as a respondent, on the assumption that the municipality, as the relevant local authority, would be required to provide emergency / alternative housing to the unlawful occupants, once they were evicted.

The area in question is infamous for crime. Criminals use the busy highway and area of slow-moving traffic, adjacent to the high security risk area, to their advantage. The Court pointed out that there have been over 100 instances of common robbery, or robbery using a weapon or firearm. There were multiple thefts from and attacks of vehicles, and theft of personal possessions. Over a nine-month period straddling 2024 and 2025, over 100 cyclists were attacked and/or robbed, including, tragically, an elderly cyclist attacked with a bottle, who succumbed to his injuries. When one motorist was forced to stop on the side of the road after having collided with a barrier, criminals pounced, compounding the stricken motorist’s misery, by relieving him of his cellphone.

Dozens of arrests have been effected for a myriad of crimes, including dealing in and possession of drugs, possession of unlicensed firearms, weapons and stolen property, and for criminal conduct including assault (including on a police officer), intimidation and possession of house-breaking implements. In scenes that mimic Hollywood, there are tunnels connecting the properties that make up the area, which are alleged to be used to store drugs and stolen goods.

Security in the area is so bad that when the legal teams and Judge Wille (the presiding Judge) inspected the area, the security team that accompanied the group refused to take them into certain portions, as their safety could not be guaranteed.

Given the sheer breadth of criminal activity, it was perhaps understandable that the unlawful occupants could not put up a substantive contradiction of the allegations of criminality. Instead, much reliance was placed on general denials, and on an expectation that the municipality would be required to give the unlawful occupiers emergency housing, automatically upon their eviction. Judge Wille disagreed. Emergency housing is not for the taking but must instead be determined in accordance with a number of factors and circumstances.

The Court found that an eviction is not inherently unjust or inequitable simply because there is no emergency housing. The unlawful occupiers gave themselves preferential treatment by unlawfully seizing the land, contrary to the rule of law, where such self-help was not sustainable in terms of our Constitution. This, said the Court, deprived Transnet of its Constitutionally protected property rights.

The Court acknowledged that it could not ignore the fact that the unlawful occupation of the land served as a base for criminal activity, a fact that was not seriously refuted by the unlawful occupiers. The Court found that in some cases, the unlawful occupation of the property in question was deliberate and motivated by the desire to exploit its location for the purposes of criminal activity.

Importantly, the Court considered the complex burden placed on the municipality when assessing a multitude of factors to determine if there is any available land for the purposes of emergency housing, and the transparent and lawful management of such property resources, whilst bearing in mind the many people on long waiting lists for affordable property – it would be unfair for the unlawful occupiers to be allowed to jump the housing queue, at the expense of lawful affordable housing requests.

Budgetary constraints and shortages of resources matter: national funding for emergency housing has been severely restricted (only for declared disasters), meaning that the municipality bears the burden of funding emergency housing. The ability to meet previous levels of funding has been significantly constrained.

In what some might find uncomfortable, the Court found that legal status of the unlawful occupiers (i.e. whether they are in the country legally or illegally) is a relevant factor when assessing whether emergency housing is just and equitable. Crucially, the Court found that there is no legal basis to contend that a person who has no entitlement to be in South Africa, is entitled to emergency housing assistance, as this would violate the rule of law. Home Affairs (whose engagement with the legal proceedings was, said the Court, “disappointing and regrettable”) is under a legal duty to intervene when emergency housing is sought by such persons.

Given the ‘departure’ from what many believed were principles that automatically applied to evictions, one gets the sense that the Judgment is likely to be appealed. However, the details of this particular case might make any attempt at an appeal, an uphill task.

The Judgment is bold, and its reasoning may well resonate with the majority of the public, who are likely to view the Judgment as a victory for common sense that is based on reasoned and sustainable legal principles. However, whether or not the Judgment survives subsequent evaluation by an appeals Court, remains to be seen.

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The South African chapter of ICLG: Corporate Governance Laws and Regulations 2026 provides an overview of the country’s corporate governance framework, covering key legal and regulatory developments affecting companies, boards and advisers.

The chapter examines the introduction of King V, directors’ duties, shareholder rights, governance structures, transparency and reporting obligations, as well as emerging issues including sustainability and ESG, data privacy, AI governance and cybersecurity.

Read the chapter online or download the PDF here.

This chapter was first published in ICLG: Corporate Governance Laws and Regulations 2026 by Global Legal Group.

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Our legal specialists will examine the proposed amendments contained in the Mineral and Petroleum Resources Development Act (MPRDA) Amendment Bill and their implications for mining companies, investors, landowners and affected communities. The discussion will also consider Section 54 of the MPRDA, which governs disputes between mining right holders and landowners, as well as the impact of the Expropriation Act on mining rights, land ownership and early-stage exploration agreements.

This seminar offers valuable insights into the evolving regulatory landscape and practical guidance on navigating changing legal obligations, stakeholder engagement and emerging risks.

Event Details:

Date: 30 July 2026

Location: Werksmans Attorneys, 96 Rivonia Road, Sandton, Johannesburg

Seminar Time: 16:30 for 17:00 | Networking: 18h00 onwards

Kindly RSVP by 27 July 2026.

Agenda:

16:30 | Registration

16:50 | Welcome

Bulelwa Mabasa, Director and Head of Land Reform

17:00 | Exploring the MPRDA

Kathleen Louw, Director

17:10 | Public consultation in the context of landowners and the environmental sector

Refilwe Moitse, Director

17:20 | Examining Section 54 of the MPRDA and its interaction with informal land rights holders

Siphamandla Dhlamini, Associate

17:30 | The intersection of the Expropriation Act within South Africa’s mining sector

Bulelwa Mabasa, Director and Head of Land Reform

17:40 | Questions and closing discussion

18:00 | Networking

To book your seat, please RSVP here.

We look forward to hosting you.

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Dr Eric Levenstein unpacks the legal significance of recent successes in the business rescue space and explains why successful business rescues are an important contributor to the South African economy and where recent outcomes positively reflect the maturity of the South African business rescue framework.

Recent statistics published by StatsSA show that 225 companies were placed into liquidation in May 2026. In 2026 alone, 1116 companies have had their businesses terminated by the filing for liquidation, with the knock on effect of job losses and the closure of what were historically (for some years) sustainable and viable trading entities.

Many of these companies would have been financially distressed/insolvent for a significant period of time and where the possible rescue and restructuring of historical debt and the businesses of these companies were just left too late, and where a possible business rescue mechanism was just not considered early enough in the distressed time line of the company. The default position in these instances would be liquidation.

Liquidation unfortunately remains a very negative outcome for distressed companies in South Africa, and where we at Werksmans continue to advocate for the restructuring alternative of business rescue as a viable and workable alternative to the liquidation process.

It is vitally important that we speak (at every opportunity) about notable successes in the business rescue space and in order to ensure that we bolster and retain confidence in the business rescue mechanism which can allow for positive outcomes; namely to facilitate the rehabilitation and restructuring of a company in a manner that allows it to continue operating on a solvent basis, or failing that; to achieve a better return for creditors than what would be available in the event of the immediate liquidation of the company.

Werksmans Attorneys has been involved in two very high profile business rescue successes both of which were finalised last week and where the positive outcomes flowing from these rescues have no doubt reflected the effectiveness of the South Africa’s business rescue framework. So after 15 years since we first got our Business Rescue legislation in 2011, one needs to pause and take stock and ask oneself the important question –

Is South Africa’s business rescue framework finally coming of age?

Last week saw two significant milestones in South African business rescue. Murray & Roberts reached a major implementation milestone with the completion of its R1.27 billion Differential Capital transaction, securing approximately 2,600 jobs and preserving critical mining services businesses. At the same time, Group Five formally concluded its business rescue process after more than six years, with all secured, preferent and concurrent creditors paid in full or fully provided for, while preserving the vast majority of jobs and potentially even delivering a return to shareholders.

Together, these outcomes raise important questions about how business rescue is evolving in South Africa. Do these outcomes demonstrate that the business rescue regime is achieving what it was intended to do? What lessons can other distressed companies, lenders and investors draw from these restructurings? And what do these successes mean for confidence in South Africa’s corporate restructuring environment?

In principle, business rescue, if embraced and used at an early stage of distress, is a powerful and necessary tool for struggling companies. In many cases, by the time business rescue is considered, unfortunately, the business is no longer capable of being rescued. It is a mechanism built for intervention – not reaction –  business rescue is designed to operate at the point of financial distress, not financial collapse.

Rather than face the inevitable collapse into liquidation, if stakeholders support the business rescue practitioner and his/her efforts to restructure the debt, the companies’ workforce and its contracts in a manner that makes the business more effective and more profitable, there is no reason why the company cannot exit from its business rescue process with a credible, practical and workable plan, and where outcomes can be really good for all stakeholders. Either the company is restructured in a way that allows it to continue trading, or there is a wind down/sell off of the businesses/subsidiaries of the company to third parties which supports a financial distribution to creditors, and in some instances to shareholders, far better than one would ever have seen in a liquidation.

For the business rescue practitioner, he/she must carefully consider the requirement of the “reasonable prospect of rescue”. It requires a credible, supportable basis on which the company can be rehabilitated, whether through operational restructuring, the introduction of new capital, or a compromise with creditors. It is not satisfied by the mere hope that conditions might improve. It is up to the business rescue practitioner to persuade all stakeholders that if all parties work together, and where the business rescue plan is supported,  companies can be saved.

Looking at the outcome in Murray & Roberts and Group 5, the results speak for themselves.

Murray & Roberts

In one of the most significant corporate restructurings in recent South African history, Differential Capital Proprietary Limited and its consortium of investors, working with the company’s business rescue practitioners (Metis Strategic Advisors), concluded a transaction resulting in the acquisition of the equity of the mining division of Murray & Roberts Limited (in business rescue) for R1.27 billion.

The adopted business rescue plan gained 100% creditor approval in April 2026 and the transaction, which completed on 25 June 2026, secured the transfer of numerous local and foreign subsidiaries (in South Africa, Canada, Australia, Portugal, Chile and numerous other jurisdictions) to the Differential Capital-led consortium. The sale enables the business rescue practitioners to settle all secured debt and funding obligations. Importantly, the transaction preserves approximately 2,600 jobs and safeguards vital mining capabilities that will continue to contribute meaningfully to the South African economy.

Group 5  

In Group 5, the business rescue practitioners (Metis Strategic Advisors) of Group Five Limited and Group Five Construction Proprietary Limited (“Group Five“), announced last week the substantial implementation of their respective business rescue plans and which has now concluded their business rescue proceedings.

In March 2019, Group Five collapsed into business rescue with approximately R7 billion in creditor and contingent exposures, more than 2300 individual creditors, 119 active construction projects and close to 6000 employees employed in approximately 180 companies across 38 countries. At the time, it was estimated that an immediate liquidation of Group Five would result in secured creditors receiving as little as 65 cents in the Rand, and concurrent creditors no more than 3.4 cents in the Rand, not to mention the devastating impact that a liquidation would have on employment and the construction industry generally. At that time, there was no prospect for any shareholder recovery.

Group Five’s business rescue proceedings took the form of a structured wind down, with projects being completed, debtors being recovered, and key subsidiaries such as Intertoll Europe and Everite, being sold as going concerns. Over 60 entities and asset sales were completed within the business rescue process, and where a substantial number of jobs were retained.

As Dave Lake from Metis put it: “the process has over-achieved in its primary objectives:  maximising recoveries for creditors and lenders, saving jobs, and business entities, settling tax obligations, unlocking some value for shareholders, while stabilising and restructuring a highly complex group in an orderly manner“.

Various issues in the administration of the business rescue proceedings were dealt with, including resolution of litigation with certain shareholders, resolution of various creditors’ claims, as well as attending to other commercial aspects, which included the conclusion of financing agreements, and the disposal of Group Five’s subsidiaries and/or businesses.

In what is an incredible success story for business rescue in South Africa, not only have all creditors, including concurrent creditors, been paid in full (100 cents in the Rand), but it is expected that a surplus return will be delivered to shareholders as well. This is an exceptional outcome for a business rescue process.

In summary

The value of business rescue as a mechanism in South Africa cannot be ignored. Where it is used as the statute intended, it remains a workable option for a proactive and well-considered restructuring strategy. Business rescue remains one of the most effective mechanisms for preserving value in the South African economy and provides a structured framework within which businesses can reorganise, negotiate with stakeholders and, where necessary, compromise debts and gain access to new capital.

So, as we have seen in the Murray & Roberts and Group 5 examples, business rescue can work – it is a robust and effective mechanism focused on saving South African companies from complete financial and operational collapse.

It is hoped that in time to come, we will see more and more companies exit from business rescue on a similar basis, with job preservation being key and where companies (either as restructured or with new owners) can continue to contribute to the South African economy in a positive and meaningfully way.

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Werksmans has been shortlisted in the following categories as released by the African Legal Awards 2026 which seeks to recognise legal excellence across Africa.

1. Partner of the Year – Southern Africa
   o Elliott Wood
2. Private Practice Rising Star
   o Abena Osei
3. M&A Team of the Year

• • Werksmans acted as lead legal adviser to Differential Capital Proprietary Limited and its consortium of investors in connection with the equity acquisition of the mining division of Murray & Roberts Limited (in business rescue) for R1.27 billion, being one of the most significant corporate restructurings in recent South African history. The Business Rescue leg of the transaction was led by Eric Levenstein together with Amy Mackechnie, with the transactional aspects being led by David Gewer together with Gabriel Koski. Other lawyers involved in the matter include Richard Roothman, Paul Coetser, Ryan Killoran, Kyle Fyfe, Raisah Mahomed, Jordan Gobie and Brittney Bawa.

4. Environment, Energy & Natural Resources Team of the Year

• • Werksmans advised the Sponsors, Anthem and Reatile Renewables, in relation to the development and financing of the 475MW Notsi Solar PV Project which is the largest single-phased solar project in South Africa to date.
  • Werksmans legal team was led by Chris Moraitis together with Astrid Berman, Jonathan Behr, Johan Lubbe, Kristen Elliott, Zoë Austen, Robyn Helling, Lumka Swana and Thomas Mitchell.

5. LEX Africa has been shortlisted as African Network / Alliance of the Year

Congratulations to all nominees for setting the benchmark in legal brilliance across Africa and beyond.

The post Setting the Benchmark: Our 2026 African Legal Awards Nominees appeared first on Werksmans Attorneys.

1. Introduction

1.1. For much of the past two decades, the conversation in South Africa’s private equity (“PE”) market has centred on primary fundraising, deal origination, and exits. The secondary market, involving the trading of existing interests in PE funds and the restructuring of fund portfolios, has largely remained an afterthought, a niche mechanism rarely discussed in public forums and even more rarely executed in practice.

1.2. That is beginning to change. And the global trajectory suggests South Africa would do well to pay close attention.

2. What are Secondaries?

2.1. The private equity secondary market encompasses transactions in which investors (limited partners, or (“LPs”) sell their existing interests in PE funds to third-party buyers before those funds reach their natural end of life or where fund managers (general partners, or (“GPs”) restructure their funds by transferring assets into a new vehicle, offering existing investors a choice between cashing out or rolling into the new structure.

2.2. These two broad categories, LP-led secondaries and GP-led secondaries, have very different origins and serve very different purposes, but both have become increasingly indispensable tools in the modern PE toolkit.

2.3. LP-led transactions are driven by investors seeking liquidity, like a pension fund that needs to rebalance its portfolio, an insurer facing regulatory capital constraints, or a finance institution seeking to recycle capital into new mandates. In these transactions, the LP sells its fund interest (often at a discount to the fund’s net asset value (NAV)) to a secondary market buyer, who acquires exposure to a more mature, de-risked portfolio of investments.

2.4. GP-led transactions are initiated by the fund manager itself. The most common structure is the continuation fund (or continuation vehicle) where the GP creates a new fund specifically to acquire one or more assets from an older fund, giving existing LPs the option to either cash out at current fair value or roll their interests into the new vehicle and participate in the asset’s further upside. This mechanism has become a vital exit pathway in environments where traditional routes such as stock exchange listings, trade sales, or secondary buyouts are constrained or unavailable, as has often been the case in South Africa.

2.5. A further variant, which we have advised on, and which is gaining traction globally is the locked box structure, where a sub-portfolio of assets within a fund is ring-fenced for a defined group of investors, effectively creating a bespoke investment vehicle within the broader fund architecture.

3. From Niche to Mainstream

3.1. The secondary market was once viewed with stigma, as a mechanism of last resort for funds in distress. That perception has largely been dismantled. What was once a backdoor exit has become one of the most sophisticated and actively growing segments of global private capital markets.

3.2. The numbers tell a compelling story. Global secondary market transaction volumes reached a record $162 billion in 2024, and volumes exceeded $200 billion in 2025 which is a trajectory that has confounded even optimistic projections from just a few years ago. By the first half of 2025 alone, global transaction volume had already reached $103 billion, representing a 51% increase on the same period in 2024.

3.3. On the fundraising side, capital commitments to dedicated secondary funds has seen exponential growth and the world’s largest ever private equity secondaries fund, Ardian’s Secondary Fund IX, closed on $30 billion in 2025 alone.

3.4. GP-led transactions have been a particular engine of growth.. Continuation vehicles now represent the dominant transaction type within GP-led deal flow, driven by a recognition among GPs and their investors alike that the continuation fund has become, a permanent fixture in the private markets landscape.

3.5. In the United Kingdom, historically the most active and sophisticated PE market in Europe, the secondary market has matured rapidly over the past decade. UK and European GPs have embraced continuation vehicles as a legitimate and increasingly preferred mechanism to retain high-quality assets beyond the life of an original fund, particularly where public market conditions are unfavourable for listing. Regulatory clarity, institutional secondary buyers, and a culture of transparency around fund governance have also made the London secondary market a reference point for global best practice.

4. The Future of South Africa’s Secondary Market

4.1. South Africa has one of the most mature and institutionalised PE industries on the African continent yet the infrastructure for secondary market activity remains underdeveloped. Most PE fund agreements have historically been drafted without contemplating the secondary market as an active tool of fund management. Institutional LPs have had limited options when seeking mid-life liquidity and GPs have had few established mechanisms to extend the life of their best assets without forcing a premature exit. However, the structural conditions for a more active South African secondary market are increasingly more favourable.

4.2. Several converging dynamics make South Africa a compelling candidate for secondary market growth in the years ahead. Many South African PE funds raised in the 2013–2018 years are now approaching or have exceeded their natural life cycles. GPs face pressure to return capital to LPs, yet public market conditions and the pace of M&A activity have generally not cooperated. The secondary market, both LP-led disposals and GP-led continuation structures, offers a credible and increasingly accepted solution.

4.3. South Africa’s institutional LP base, anchored by large pension funds, insurance companies and development finance institutions, is growing in sophistication. As these LPs mature in their private markets allocations, portfolio management tools such as secondary sales will become increasingly relevant. Regulatory requirements around capital allocation and liquidity management will only accelerate this trend.

4.4. For GPs managing high-quality assets who simply need more time, the continuation fund offers a compelling alternative to a forced or premature exit. Internationally, continuation vehicles have proven that GPs can retain their best assets, provide liquidity optionality to existing LPs, and attract new capital, all within a single, well-structured transaction. South African GPs with strong track records and quality portfolios are well placed to explore this structure.

4.5. Global secondary funds are increasingly looking beyond North America and Western Europe for deal flow. African markets, particularly South Africa, are on the radar of sophisticated secondary buyers who recognise the quality of assets and the opportunity for differentiated returns. A mature secondary market in South Africa would not only recycle capital more efficiently but would meaningfully improve the overall attractiveness of the asset class to both domestic and international investors.

5. Structuring Secondaries Transactions

5.1. The growth of secondary activity, in particular GP-led continuation funds, raises important legal and governance questions for South African legal practitioners.

5.2. We recently advised a major South African private equity fund on a complex GP-led follow-on transaction, in which a general partner sought to restructure assets across two encommandite partnership funds, effectively transitioning the investment portfolio from a first-generation fund into a continuation vehicle, while preserving the economic interests of existing limited partners and ensuring governance integrity throughout.

5.3. The transaction raised a range of issues that are likely to arise in any South African secondary or continuation fund context:

5.4. Where the same management team oversees both the transferring fund and the continuation vehicle, the transfer of assets is, in substance, a related-party transaction. This requires careful management, including independent valuation, full and specific disclosure to all affected limited partners, and the obtaining of informed consent. Disclosure alone is insufficient; affected investors must be placed in a position to give fully informed approval to both the terms of the transaction and the conflicts inherent in it.

5.5. In a related-party context, valuations conducted by the GP itself are unlikely to be regarded as sufficiently independent, regardless of the broad discretion typically afforded to GPs under partnership agreements. Best practice, and, we would argue, the applicable standard in any South African secondary transaction, requires an independent third-party valuation or fairness opinion confirming that the transfer price reflects fair market value and that the terms of the transaction are fair to existing limited partners.

5.6. Where fund structures incorporate locked box arrangements, the protections afforded to locked box limited partners are significant. No step which adversely affects their rights may be taken without their vote and, typically, a 75% supermajority approval. Any continuation fund or secondary transaction touching locked box assets must be structured to comply with these requirements as well.

5.7. Existing investors must be offered a meaningful choice between the option to roll over into the new vehicle and participate in future upside, or to exit at fair value and receive their cash proceeds. The information package provided to investors in connection with this election must be comprehensive, covering the rationale for the restructuring, the terms of the new fund, changes in economic terms (including fees, carry, and duration), the independent valuation and the valuation methodology, and include a full conflicts memorandum.

5.8. Where a fund’s governing documents do not contemplate an advisory committee (as is the case with a number of South African partnership agreements), consideration should be given to constituting an independent transaction committee of respected industry professionals, retired auditors, or former LP representatives to oversee the process, review the valuation, and confirm the fairness of the transaction. The committee’s report should accompany the election materials sent to investors.

5.9. These are not merely technical considerations and, in our experience, getting this right is what distinguishes a well-executed continuation fund from a contentious and reputationally damaging one.

6. Conclusion

6.1. South Africa is a market to watch. It has a sophisticated PE industry, a growing institutional investor base, a developed legal framework for limited partnership structures, and an increasing awareness, among both GPs and LPs. Of the importance of the secondary market.

6.2. The global experience is unambiguous: secondary markets deepen, mature and ultimately strengthen primary PE ecosystems. They improve capital efficiency, enhance LP liquidity, provide GPs with greater flexibility to maximise value, and attract new investors. They are not a sign of market stress but a sign of market maturity.

6.3. South Africa’s PE market is ready. What is needed now is the confidence to execute, the legal and governance rigour to do so properly, and the institutional knowledge to guide the market forward.

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A multi-billion dollar revolution in global private capital could arrive in South Africa.

South Africa’s private equity industry has long had a quiet problem: getting capital out can be harder than getting it in. Exits depend on a cooperative stock exchange, willing trade buyers and investors patient enough to wait out a fund’s full life. When none of those conditions are met, options run thin.

The secondary market is changing that — and the numbers behind it are extraordinary.

Global secondary transaction volumes reportedly hit a record $162 billion in 2024 and exceeded $200 billion in 2025. By mid-2025, volumes were already up 51% year-on-year. The world’s largest-ever fund established to invest exclusively in private equity secondaries, raised by French-founded Ardian (Ardian’s Secondary Fund IX), closed on $30 billion last year alone, showing that this is no longer a niche area but one of the fastest-growing areas in global finance.

Investor-led or manager-led

The secondary market takes two main forms, either investor led or fund manager led transactions.

When investor-led, an investor — such as a pension fund, that is rebalancing sells its fund interest to a third-party buyer before the fund reaches the end of its life. The buyer acquires a mature, de-risked asset. The seller acquires liquidity.

The second form is more impactful. A fund manager creates a continuation vehicle — a new fund designed to acquire assets from an older fund approaching the end of its life. Existing investors choose either to cash out at fair value, or to roll into the new structure and keep participating. There is no forced sale or forced premature exit and it allows more time for quality assets to reach their potential.

Once viewed with suspicion as a sign of distress, continuation funds have been rehabilitated. In the UK and across Europe, they are now often a preferred tool for sophisticated managers who are looking to hold winning assets for longer. The stigma is largely gone and been replaced by a market worth hundreds of billions of dollars annually.

South Africa’s opportunity

South Africa has one of the continent’s most mature PE industries. What it has lacked is exactly what the secondary market provides: an efficient mechanism to recycle capital and manage fund lifecycle flexibly.

The conditions for change are converging now. Many South African funds raised between 2013 and 2018 are at or beyond their natural end-of-life. Managers face pressure to return capital, yet listings are difficult, M&A is slow, and traditional exit routes remain constrained. The secondary market — both investor-led sales and GP-led continuation structures — offers a credible, proven answer.

South Africa’s institutional base is also maturing. Pension funds, insurers, and development finance institutions are growing in private markets sophistication. As they do, secondary sales will shift from an optional to an essential portfolio management tool. Meanwhile, global secondary buyers are actively hunting deal flow beyond North America and Europe. South Africa will be on their radar.

Careful implementation

Secondary transactions involve complex issues and require careful implementation.

GP-led continuation funds involve genuine conflicts: the same manager oversees both the fund selling the assets and the fund buying them. That demands independent valuation, real investor choice, and comprehensive disclosure — not just disclosure of transaction terms, but disclosure of fee changes, conflicts, and valuation methodology. Investors must be able to give truly informed consent and not merely rubber-stamp a process.

Where fund agreements lack a formal advisory committee, best practice is to appoint an independent transaction committee to oversee the process and confirm fairness. The difference between a clean transaction and a contentious one almost always comes down to process rigour and the quality of investor communication.

The bottom line

Secondary markets emerge from maturity. Major PE centres with developed secondary markets have benefitted greatly from, increased liquidity and have managed to attract new capital as a result.

South Africa’s market is well placed and institutional sophistication is building. What remains is the confidence to act.

Secondaries are ready to make a big impact.

The author advises on private equity fund structuring, secondary transactions, and continuation vehicles.

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