Andrew Brooking of Java Capital's property sector revolution: From courtroom to boardroom

Few people can say they’ve built an empire without ever laying a single brick, but Andrew Brooking, Founding Director of Java Capital, has done just that—especially in the property sector. Armed with impressive credentials, including a BALLB (Bachelor of Arts and Bachelor of Laws) with distinction, an LLM cum laude (Master of Laws) from Notre Dame, and membership in the New York Bar, Andrew left the courtroom for the boardroom early in his career. Since then, he has orchestrated some of the most significant deals in South Africa’s property and corporate sectors. 

In this excerpt from our 25 Iconic African DealMakers Report, Andrew reflects on the evolution of deal-making in the property sector and shares his perspective on the future of brick-and-mortar investments.

What first attracted you to the world of corporate finance and M&A, particularly within the property sector?

I was a partner at a major legal firm, working on agreements for corporate finance projects. Simultaneously, I was involved in property development on the side, which gave me exposure to the sector.

I realized there was an opportunity for an integrated advisory offering—one that tackled both the economic and regulatory challenges of getting deals done. Property always fascinated me, and the property sector on the Johannesburg Stock Exchange was underserved by traditional investment banks. That made it the perfect niche for Java Capital to address from the start.

In those early days, you must have worked closely with industry pioneers like Marc Wainer. How did those relationships influence your journey?

One of our first mandates was the listing of Redefine. Marc Wainer came to us with a small portfolio he had secured from an institution and asked us to help fund and package it into an entity for listing—essentially one of the precursors to the REIT space.

Marc was an energetic and visionary dealmaker. Working with him taught us a great deal about M&A in the listed property space. He challenged us to think big and provided valuable insights into how to structure deals effectively.

Speaking of the pre‑REIT environment, it’s almost hard to imagine a time before REITs. How have they evolved over the last 20 years?

The REIT structure has brought much needed standardization and professionalism to the industry. Pre-2000, governance was lax, and conflicts of interest were common. Everything was smaller and less regulated. Over time, governance standards improved, and management teams became more aligned with shareholder interests.

The REIT framework allowed for better matching of capital to talent, enabling significant growth in the sector. Today, South African management teams are making their mark internationally, particularly in markets like Australia, the UK, and Central and Eastern Europe.

As an advisor deeply embedded with clients, what principles or values have guided your approach to navigating such a competitive M&A landscape?

Staying close to our clients is key. By understanding their strategies and challenges, we can act quickly when opportunities arise—whether raising capital or pursuing acquisitions. Our sector expertise and close client relationships give us a strategic edge. We don’t just advise; we participate modestly in crafting strategies, which ensures alignment and long-term success.

Challenges often teach us the most. Can you share a particularly complex deal you’ve worked on and the lessons you learned?

The NEPI-Rockcastle merger stands out. It was highly complex due to the tax implications for shareholders. We had to create a third entity to acquire the operations of both companies, navigating multiple jurisdictions and regulatory frameworks. The deal required meticulous planning and innovative structuring, but it was rewarding to see it come together. It underscored the importance of creativity and precision in cross-border transactions.

Reflecting on the last 25 years, what key trends have shaped South Africa’s M&A and property markets?

The industry has evolved significantly. Early on, we saw experimental structures like external management companies and A and B shares. Today, simplicity and alignment are prioritized, with direct management models becoming the norm. Another notable trend is the shift toward specialization over diversification. The definition of immovable property is also expanding to include digital assets like data centres and fiber infrastructure. Investor appetite for real estate is returning, and I believe we’re entering a favourable cycle for the industry.

Lastly, what advice would you give younger professionals aspiring to succeed in corporate finance and deal‑making, particularly in the property sector?

Push beyond your comfort zone and take opportunities where you find them. The people who consistently operate outside their comfort zones are the ones who find themselves in entirely new spaces after 10 or 20 years. Corporate finance demands resilience and adaptability. Comfort zones don’t belong here.