Commercial

Anjarwalla & Khanna has a track record of advising leading companies on their most intricate and high value commercial transactions. The firm handles sophisticated local as well as cross-border and multi-jurisdictional commercial transactions. The firm provides the below assistance to clients:- 

  • Compliance: identifying any changes in law and ensuring that the clients’ activities are in accordance with the law, including through compliance trainings.
  • Business documentation: drafting and negotiating various business contracts and agreements, including distribution, procurement, general terms and conditions of sale or purchase.
  • Collaborations: The Firm has represented clients in many different types of joint venture transactions and in the process has advised on various liabilities, employment, tax and other implications of any particular joint venture.
  • Business formation: the firm assists clients on all aspect of establishing their business operations in Kenya and obtaining permits. The firm also advises on Kenya’s governing business related laws and regulatory schemes.
  • Commercial litigation: the firm handles any commercial litigation that arises in the normal course of business on behalf of clients.

Representative matters include:

  • Acting for Centum, a leading East African investment and real estate development company listed on the Nairobi Securities Exchange and the Uganda Securities Exchange, on all legal matters in connection with Two Rivers, its five-year, 100 acre fully-integrated mixed use development, on 62,000 square meters, currently valued at USD 166 million, the largest of its kind in Kenya, comprising of a retail mall as well as a commercial and residential development. The development has several financiers (debt and equity) such as AVIC International, Industrial & Commercial Development Corporation of Kenya (ICDC) and the Co-operative Bank of Kenya.  Our scope of work includes advising, drafting and negotiating complex corporate, equity and management structures and agreements, land acquisition and dispositions, leasing, tax and regulatory compliance.
  • Advising Equity Group, which holds major banking institutions in five East African countries and is listed on the Nairobi Securities Exchange (NSE), the Ugandan Securities Exchanges and the Rwandan Stock Exchange, on Equity’s private, off-market KES 2.2 billion sale of a 24.75% stake in the NSE-listed Housing Finance Company of Kenya to NSE-listed British-American Investments Company, including negotiating and drafting all sale documentation, advising on tax issues such as capital gains tax as well as obtaining approvals from the NSE, Capital Markets Authority of Kenya, the Central Bank of Kenya and the Competition Authority of Kenya and COMESA.
  • Acting for Essar Telecom Kenya, subsidiary of Indian conglomerate Essar Global, on its acquisition of a Kenyan mobile service provider from Econet Wireless through and including Essar’s subsequent sale six years later to Safaricom and Airtel which consolidated the local market from four to three mobile service providers; A&K drafted and negotiated all purchase and sale documentation (including an asset purchase agreement, a share purchase agreement and a Business Transfer Agreement to provide for, amongst other things, the smooth transfer of assets and subscribers between the telecom companies); represented Essar in litigation brought by employees seeking to injunct the transaction; provided regulatory advice  in obtaining approvals from the Kenya Communications Authority, the Competition Authority of Kenya, the Kenya Civil Aviation Authority and the National Environmental Management Authority, as well as provided ongoing corporate, employment, tax and regulatory advice during the years between Essar’s purchase and sale.
  • Acting for Actis, a private equity fund with over USD 5 billion managed to date, on its 36% equity investment in AutoXpress Group, a leading East African tyre wholesaler and retailer, including conducting a legal due diligence on the target and its subsidiaries in Kenya, Mauritius and Rwanda, drafting and negotiating the investment agreement, shareholders agreement and related documentation.
  • Acting for Karibu Homes, in connection with its mixed use development comprised of office space, a shopping centre, schools, a hospital and 1,000 low-cost homes in the Athi River region of Kenya, including undertaking the initial land acquisition, including advising on the purchase of land, equity and debt raising, drafting and negotiating the subscription and shareholders agreement and project and syndication management agreement, assisting in negotiations with the bankers to provide bridge finance, as well as, mortgage finance for buyers and drafting the letter of offer, agreement for sale and lease.
  • Acting for a consortium made up of Grup Marítim TCB S.L., a well known container and cargo management company, Mitsubishi Corporation, Japan’s largest trading company and Freight Forwarders Kenya, a major freight forwarding company in connection with the consortium’s bid for a concession in respect to the second container terminal at the port of Mombasa, including advising on local law requirements, reviewing and providing risk analysis for the concession agreement for the operation of the container terminal and the tender requirement, drafting a Shareholders’ Agreement for the incorporated joint venture company, participating in the negotiation process among the three partners until its execution, reviewing and providing legal advice on Pre-Bidding and Management services agreements, identifying and providing analysis of and support towards permits, licenses and approvals required for terminal operation in Mombasa and preparing a list of the major issues for negotiations between the Consortium and the Kenya Ports Authority.
  • Advising leading emerging market development funds, DEG and Proparco on their initial equity investment into I&M Bank, one of Kenya’s leading privately held commercial banks, as well as advising on DEG and Proparco’s subsequent second and third equity investments into I&M, including conducting due diligence, investigating target compliance with banking and other regulatory requirements and drafting and negotiating investment documentation comprising a put option agreement and an exit agreement.
  • Acting for Equity Group, the largest commercial bank in Africa by number of customers and publicly traded on the Nairobi, Ugandan and Rwandan securities exchanges, in the largest bank group reorganisation of its kind in East Africa, advising on the overall transaction structure from a corporate and tax perspective, including the establishment of a non-operating bank holding company as well as advising on all regulatory matters.
  • Acting for Spanfreight Shipping, one of East Africa’s leading shipping agencies, on its commercial shipping agency agreements with United African Feeder Lines Limited, one of the largest shipping lines amongst the Indian Ocean operators, for services in various jurisdictions including Tanzania, Mauritius, Mozambique, Madagascar and the Comoros.
  • Advising African Virtual University, an intergovernmental education organisation originally founded by the World Bank providing educational programmes and products utilising distance learning technologies, including establishing headquarter operations in Kenya, negotiating and drafting agreements for satellite network services, software licences and procurement of various information technology equipment, partner agreements with development organizations, donors, African education institutions as well as international and regional non-governmental organizations and advising on employment matters.
  • Acting for Grenadier Global, a property development company and JHI, a leading South African property management company, on their joint venture, including advising on the corporate structure for a joint venture in Kenya created to offer professional property management services, providing regulatory advice, drafting the various agreements, structuring the joint venture and drafting the relevant transaction documents.
  • Advising Sanghi, one of the world’s largest cement producers and distributors, on its acquisition of a majority stake in Cemtech, a limestone mining and production concessionaire in Pokot, Kenya, and on the related proposed development of a cement plant, including conducting due diligence, reviewing Kenyan mining laws and regulation, drafting and negotiating all transaction agreements and obtaining approval from the Competition Authority of Kenya.
  • Acting for Calyon, a division of the Crédit Agricole Group, one of the world’s largest banks, on its credit facility to Tullow, a FTSE 250 oil company with significant East African assets, including conducting due diligence on production sharing agreements and an oil exploration license in Uganda and creating a security interest over such agreements and license.
  • Advising Oikocredit International, a worldwide cooperative and social investor providing funding to various sectors, in connection with restructuring of its operations as well setting up of a new limited liability company for the purposes of acquiring ownership and control of certain assets of Oikocredit, including advising and implementing the restructuring and drafting of transaction documentations comprising of the Asset Sale, Novation & Tripartite agreements among others.

For more information on Anjarwalla & Khanna’s commercial expertise, please contact KARIM S. ANJARWALLA in Nairobi.