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Transactions

COMMERCIAL
  • Establishment of representative offices for amongst others Commonwealth Development Corporation (CDC), ACTIS, Rolls Royce, Huawei Development Limited, HSBC, Equator Bank, Woodside Petroleum, Star Petroleum, IBM, African Lakes.
  • Incorporation of many Kenyan companies including De La Rue Security, Engen Kenya, Vodafone Kenya, AIG Investment Company East Africa Limited, Pfizer Kenya and establishment of EPZ operations.
  • Acting for the promoters and developers of several multi-national hotels.
  • Acting for International Finance Corporation (‘IFC’) in connection with its investment in and Establishing K-Rep Bank Limited as Kenya’s first micro-finance bank and corporatising various micro finance enterprises, including K-Rep Bank Limited, Faulu Kenya & Care International.
  • Advising in connection with the Kenyan implications of the de-merger and reconstruction of Lonrho PLC, including undertaking the very extensive Kenyan legal due diligence in preparation for the London listing of Lonrho Africa plc. Also acting for various Lonrho companies in Kenya on a wide variety of matters.
  • Acting in respect of a formation of a very large property company for the ownership of land by its shareholders. Advising upon and drafting the terms of the Shareholders Agreement and Articles of Association of the property company.
  • Legal Advisers to Woodside Petroleum of Australia, holders of a majority of Kenya’s Offshore Petroleum exploration licences.
  • Acting as legal advisors in relation to a wide range of corporate and commercial matters for many companies including several listed on the Nairobi Stock Exchange, including Barclays Bank of Kenya, BOC, British American Insurance Company,
    CFAO Group, CFC Bank, CMC Motors Group, D T Dobie and Company (Kenya) Limited, Diamond Trust Bank, Exel Contract Logistics, Exel Holdings, Huawei Telecommunications, Investment Promotion Services, Jubilee Insurance, Kenya Commercial Bank, Lafarge Group, National Industrial Credit Bank (NIC), Old Mutual, Safaricom Limited, SDV Transami, Standard Chartered Bank, Total Kenya and Tourism Promotion Services.
  • Acting for a number of large financial institutions dealing extensively with land and associated securities for example Housing Finance Company of Kenya, East African Building Society, Kenya’s largest residential Mortgage Lenders, various life insurance companies, such as Old Mutual Insurance Company Ltd and Jubilee Insurance, lending on mortgages and many major banks and financial institutions and pension funds including international lending and foreign investment agencies including CDC Capital Partners , DEG, ECGD, Exim Bank, FMO, IFC,OPIC.
  • Acting as consultants for KPMG on their detailed review of the financial and legal affairs of the Kenya Electricity Generation Company in respect of a financing project.
  • Establishing Employee Share Ownership plans for both Safaricom Limited and Scangroup Limited.
  • Acting for Virgin Atlantic Airways on their establishment of operations in Kenya.
  • Acting for Renaissance Capital on the establishment of an Investment Bank in Kenya.

MERGERS AND JOINT VENTURES

  • Acting for Vodafone Group Limited in relation to its joint venture with Telkom Kenya into Safaricom Limited, Kenya’s first mobile telecommunications License.
  • Acting for Beverage Services Kenya Limited on the establishment of a new joint venture between various Kenyan Coca Cola bottlers, advising upon and drafting the terms of the share subscription and shareholders agreement and new articles of the joint venture company.
  • Acting for Howse and McGeorge Limited, a major pharmaceutical business in Kenya in connection with the disposal of its pharmaceutical business and the establishment of a joint venture company for the running of the business, re-structuring of securities following the disposal of the business to the joint venture company.
  • Acting for the Tamarind Group on the establishment of a joint venture company for the operation of a restaurant, preparing of the Shareholder Agreements, Article of Association and other supplementary agreements related to the joint venture.
  • Acting on the following Mergers:-
    • Mergers of Glaxo Kenya with Welcome Kenya;
    • Merger of Pfizer Laboratories with Warner Lambert;
    • Merger of the Heritage Insurance Company with Africa International Insurance Company;
    • Merger of Ambank with NIC Bank;
    • Merger of Commerce Bank Limited with Girobank Limited;
    • Merger of Universal Bank with Paramount Bank.
  • Acting for Vodafone Group in relation to its investment into Safaricom, Kenya’s first mobile telecommunication licensee and the subsequent Bond Issues by Safaricom, Kenya’s largest listed CEMTN programme.
  • Advising Ecobank Transnational Incorporated (a trans-national bank), on the establishment of their operations in Kenya and advising EABS Bank Limited (a domestic bank) on its sale of shares to Ecobank Transnational Incorporated.
  • Advising Lafarge Group in relation to proposed Joint Venture between Bamburi Cement and East African Portland Cement Company.

ACQUISITIONS

  • Acting on behalf of EABS Bank Ltd. in respect of their acquisition of East African Building Society.
  • Advising Coca-Cola Sabco Limited on its acquisition of various bottling companies.
  • Acting for the Seaboard Corporation in its strategic investment in the Unga Group of Companies.
  • Acting for Commonwealth Development Corporation on its acquisition of The Junction.
  • Acting for CFAO S.A. on its acquisition of D. T. Dobie (Kenya) Limited.
  • Acting for Barclays Bank Bank of Kenya on its acquisition of the Barclaytrust Custodian Business.
  • Acting for Old Mutual Asset Managers on the acquisition of the Barclaytrust Fund Management Business.
  • Acting on the disposals of the closed life funds of the Pearl, Norwich Union, Legal & General and Prudential Insurance Companies.
  • Acting for Industrial Promotion Services (IPS) Group subsidiary in the acquisition of Farmers Choice Limited a major producer and supplier of meat products in Kenya.
  • Acting for a major petroleum company on an acquisition of assets.
  • Acting on a number of share sales involving the disposal of property companies.
  • Carrying out all requisite corporate and asset due diligence and providing requisite legal opinions.
  • Acting for Safaricom Limited on the acquisition of One Communications Limited.
  • Acting for and advising Telkom South Africa Limited on their bid for Shares in Telkom Kenya Limited.
  • Advising Agility Logistics Limited on its acquisition of Star Freight Logistics Limited.
  • Advising Karuturi Networks Limited on their successful takeover of the Sher group of companies - one of the biggest rose farms in the world.
  • Advising IPS on their investment in Botanical Extracts EPZ Limited.

FINANCE

  • Kenyan Legal Advisors to International Finance Corporation (IFC), Common Wealth Development Corporation (‘CDC’) and DEG, the lenders to the Tsavo Power Company Kenya’s first IFC Project financed Independent Power Project (Kipevu II).
  • Kenyan legal advisors to the lenders to the proposed project financing of the Lanet and Eldoret Power Projects.
  • Acting for CDC and DEG in the project financed development of the Nairobi Airport Regional Cargo Centre and its subsequent disposal.
  • Safaricom Limited Advising upon and drafting the terms of a Project Finance Agreement for the development of a turnkey building for Safaricom Limited and acting for Kenya Commercial Bank in connection with the financing thereof.
  • Establishment for UK’s Department For International Development (DFID) of the Financial Sector Development Trust.
  • Advising the World Bank on the project implementation plan for the Kenya Micro, Small and Medium Enterprises Competitiveness Project.
  • Acting for IFC on its agreements to provide loan financing and funding to Co-operative Societies and banks including Kenya Commercial Bank, for the purpose of financing Photovoltaic based energy services in Kenya, preparing the securities and ancillary documentation in connection with the implementation of the Project.
  • Acting for CFC Bank Limited in relation to its U.S. Dollars line of credit from the African Development Bank and provision of associated legal opinion.
  • Acting for CDC and DEG in the project financed development of the Nairobi Airport Regional Cargo Centre and its subsequent disposal.
  • Undertaking Project Financing of various hotel and other development projects.
  • Acting for many Kenyan Banks and financial institutions in connection with banking securities
  • Providing Banks advice on Kenyan Law aspects of various types of financial derivative transactions.
  • Acting for Safaricom Ltd. on their K.Shs. 10 billion refinancing loan, Kenya's largest private sector refinancing.

CAPITAL MARKETS

  • Acting for Scangroup Limited in respect of its IPO and group restructuring, preparation of prospectus for public offer for sale and listing on the NSE, preparation of all documents for the restructuring of Scangroup and its subsidiaries, undertaking full due diligence on the group.
  • Acting for BOC Kenya Ltd. in advising on all legal issues in respect of their proposed takeover of Carbacid Investments Ltd. Advising in the regulatory process to be followed, drafting all documents to be issued and served in respect of the proposed takeover.
  • Acting for Vodafone and Safaricom on its CEMTN issue and listing on the NSE and associated ECA facility, the largest and first listed in Kenya.
  • Acting for Vodafone and Safaricom in relation to Safaricom’s listing of Credit Enhanced Medium Term Notes on the NSE (the largest and first listed in Kenya) and the associated Export Credit Facilities.
  • First Kenyan IPO and NSE listing of a London Stock Exchange listed company, African Lakes Corporation plc and various corporate acquisitions for African Lakes
  • Legal audit and preparation for privatisation and subsequent IPO floatation of Kenya Airways, including the negotiation of the Strategic Investor Agreements, still ranked as the leading example of an African Privatisation.
  • Acting for East African Portland Cement Limited on Nairobi’s first publicly traded rights issue
  • Acting for Standard Newspapers Group in respect of its Rights Issue.
  • Acting for of Barclays Bank of Kenya Limited on its Rights Issue.
  • Privatisation of the Magadi Railway and its financing by International Finance Corporation (IFC’).
  • Sales of substantial shareholdings in accordance with CMA & NSE takeover regulations of various listed companies e.g East African Cables and Ol Pejeta Ranching Co Ltd and its subsequent delisting from the NSE.
  • Conducting the Legal audit, due diligence and privatization and flotation of Tourism Promotion Services Ltd. (Serena Hotels).
  • Acting for issuers on the IPO’s of Firestone EA Limited, Athi River Mining Co, Lonrho plc.
  • Advising HSBC, Goldman Sachs and other similar institutions on Securities regulatory issues.
  • Acting for Safaricom Limited and Vodafone PLC in relation to the Government of Kenya's public offer for sale of 25% of its stake in Safaricom Limited.

PROPERTY

  • Advising developers and financiers and end users in relation to a number of major construction contracts and associated property developments:-
    • Tamarind Village development in Mombasa, a large condominium type residential complex including structuring the ultimate disposal system for all units;
    • Williamson House development, a multi-storey office development in Nairobi including subsequent disposal of units;
    • Capital Hill Towers, a multi-storey office development in Nairobi and subsequent unit sales;
    • Dhanjay Apartments, a multi-storey residential complex including acting for provider of long-term mortgage funds;
    • Fedha Apartments, a multi-unit residential complex and acting for provider of long-term mortgage funds;
    • Riverside Park Development, a large residential complex and other developments for the Insurance Company of East Africa, Kenya’s largest property owning company;
    • Lonrho House, a large multi-storey office development in Nairobi city centre;
    • The Rahimtulla Tower a large multi-storey office development and currently negotiating a sale of an undivided ownership share;
  • Esso (Mobil) Plaza, a multi-storey office development in Nairobi.
  • Acting for Safaricom Limited, Kenya’s leading mobile telecommunications operator, a subsidiary of the Vodafone in structuring and advising on their project financed turnkey Head Office development. A first in Kenya of this type. Also acting on its behalf in respect of several hundred Base Station Leases and Licences
  • Acting for Commonwealth Development Corporation (CDC) on the acquisitions of the Dagoretti Junction Shopping Centre.
  • Acting as lawyers to a number of large financial institutions dealing extensively with land and associated securities for example, Housing Finance Company of Kenya, East African Building Society, Kenya’s largest residential Mortgage Lenders, various insurance companies such as Old Mutual , lending on mortgages and many major banks and financial institutions and pension funds including international lending and foreign investment agencies.
  • Acting for purchasers and vendors of several very large ranching companies.
  • Acting for Lonrho Agribusiness on the sale of several hundred farm plots.

LITIGATION

The following is an indicative variety of litigation matters handled:

  • Acting for a number of large corporate and banking clients including National Industrial Credit Bank Ltd, CFC Bank, Standard Chartered Bank, Tiomin Resources, Barclays Bank Limited, SDV Transami in major litigation matters.
  • Acting for East African Building Society in securities litigation and injunctive matters.
  • Acting for Lonrho Africa in major commercial litigation.
  • Acting for major insurance companies in personal injuries cases.
  • Successfully acting for the defendants in a claim to set aside a substantial ranch sale, which involved several novel points of law and lasted five years.
  • Acting for Safaricom Ltd in various injunction and copyright matters.
  • Acting for a major client on commercial property recovery and repossession, which involved complex litigation.
  • Acting for FTSE company in the United Kingdom in various judicial review matters.
  • Acting for the minority shareholders in a major minority shareholder action involving a valuable local company.
  • Acting for the Kenya Anti-Corruption Commission in constitutional matters.
  • Defending Employment claims against major corporate clients.
  • Advising multinational corporate clients with a substantial presence in Kenya regarding potential claims against and relations with Government of Kenya.
  • Several major commercial arbitrations.
  • Representing the Kenya Police Force in the Waki Commission on Post Election Violence.
  • Acting for De La Rue Currency and Security Print Ltd in public procurement appeals and judicial review proceedings against the Kenya Revenue Authority.

OIL AND ENERGY

The following is an indicative variety of matters handled:

  • Advising Turkana Drilling Consortium (Kenya) Limited, an oil exploration company, in connection with their oil exploration activities in Kenya pursuant to a Production Sharing Contract concluded with the Government of the Republic of Kenya.
  • Advising Swissoil Holdings International Limited, a gas exploration company, in connection with their proposed gas exploration activities in Kenya through a pair of subsidiary companies.
  • Advising Dynamic Global Advisors in the establishment of a Kenyan subsidiary company for oil exploration and advising on the PSC concluded with the Government of Kenya.
  • Advising Aeolus Kenya Limited on its acquisition of shares in Ecogen Windfarm Limited in connection with its proposed operation of a wind farm and the grant of a sole source agreement from the Government of Kenya in respect thereof.

 

EMPLOYMENT

The following is an indicative variety of employment matters handled:

  • Reviewing employment offer letters, employment policies, employment contracts and the Staff Handbook of the Department For International Development, Kenya and Somalia .
  • Reviewing the terms and conditions of employment contained in the Staff Handbook of Visa International to ensure compliance with new Kenyan labour law legislation.
  • Updating and revising the Staff Handbook and employment policies of De La Rue Currency and Security Print Limited to ensure compliance with the new Kenyan labour law legislation.
  • Updating and revising the employment policies of Heidelberg East Africa Limited, including incorporating a grievance and disciplinary procedure, to ensure compliance with new Kenyan labour law legislation while maintaining compliance with aspects of Tanzanian and Ugandan labour law legislation.
  • Reviewing draft employment contracts for the Church of the Nazarene and advising on the sufficiency thereof.
  • Review of human resources policies, employment contracts and employment offer letters for Nesi Network, a non-governmental organisation.
  • Drafting employment contracts and reviewing an employment manual for AID Village Clinics Limited.
  • Redrafting employment policies and revising employment contracts for Afripayments (Kenya) Limited.
  • Reviewing the international employment policies and proforma employment contracts of Gateway Broadcasting Services Limited to ensure compliance with Kenyan labour law legislation.
  • Reviewing and redrafting proforma employment contracts for Film Safaris Limited.
  • Drafting and reviewing employment contracts for senior executives of various clients, including: Virgin Atlantic Airways Limited, Renaissance Capital Kenya Limited, Gulf Energy Limited, Prosperity Capital Management (Africa) Limited, Enablis Entrepreneurial Network East Africa Limited, Scangroup Limited, Starfreight Logistics Limited and Golden Spur Limited.

 

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