Matters in this sector include:
- Acting for the shareholders of Giro Commercial Bank, a commercial bank in Kenya, on its sale of the entire issued share capital to I&M Holdings, a publicly listed regional bank with operations in Mauritius, Kenya, Tanzania and Rwanda, followed by the simultaneous transfer of assets from Giro to I&M Bank, a wholly owned subsidiary of I&M Holdings, at completion of the share transaction, including obtaining regulatory approvals from the Central Bank of Kenya, the Competition Authority of Kenya and the Capital Markets Authority, coordinating the redundancy and redeployment of over one hundred employees and negotiating with the Banking Insurance and Finance Union (BIFU) on employee matters.
- Acting for Mohammed Enterprises Tanzania and related companies (MeTL Group), on its USD 175 million borrowing from Rand Merchant Bank, including reviewing and negotiating the LMA governed loan agreement and other transaction documents, assisting with the condition precedents and perfecting the security documents. MeTL Group is one of the largest industrial conglomerates in East Africa, doing business in trading, agriculture, manufacturing, energy and petroleum, financial services, mobile telephony, infrastructure and real estate, transport, logistics and distribution and is Tanzania’s largest home-grown company with annual revenues exceeding $1.5 billion.
- Advising Africa Agriculture and Trade Investment Fund (AATIF), an innovative public-private partnership dedicated to uplifting Africa’s agricultural potential for the benefit of the poor, in connection with the provision of a loan facility to Chase Bank (Kenya) for USD 10 million, including reviewing and providing comments on the English law governed facility agreement from a Kenyan law perspective, in particular as regards the conditions precedent section; reviewing the Kenyan law conditions precedent to be delivered prior to closing; confirming satisfaction of those conditions precedent to the Lender; issuing a legal opinion on the capacity and due authority of the borrower.
- Acting for Apollo Investments which is the holding company for seven subsidiaries including APA Insurance (a leading general insurance business in Kenya) and Apollo Life Assurance, in relation to the subscription for shares by LeapFrog Financial Inclusion Fund (an international insurance sector private equity fund) and acting for Apollo Investments in relation to a share purchase agreement between Apollo Investments Limited and PA Securities to acquire of PA Securities’ shares in APA Insurance such that APA Insurance has now become a wholly owned subsidiary of Apollo Investments.
- Acting for FirstRand Bank, a Rand Merchant Bank Division, in connection with a financing facility of up to USD 35 million to Centum Investments Company (the borrower), including carrying out due diligence over Centum’s private equity investment portfolio, preparing loan and security documentation together with the ancillary documentation; perfecting the securities created by the borrower and its affiliate companies; preparing and issuing of a legal opinion on the enforceability in Kenya of the loan, security documentation, the legal, valid and binding nature of the obligations of the borrower under the loan documentation; reviewing the authorizations and capacity of the borrower; and liaising with legal counsel in Tanzania and Mauritius in relation to perfection of the securities issued by the group of companies.
- Advising Kenya Commercial Bank, in connection with islamic financing to Ainushamsi Energy of Murahaba mode of financing under the Bank’s product known as SAHL, including preparing the bank’s documents for Murabaha financing such as the offer letter, the master Murabaha agreement together with the accompanying documentation, agency agreement, declaration, form of Auditor’s letter, form of certificate of authority, form of demand promissory note, offer of acceptance and written request as well as preparing a sharia compliant debenture over all the assets of the client’s associated company.
- Advising the Standard Bank of South Africa, in connection with its USD 5,409,588 further loan to GC Retail for the financing of the Garden City Mall, that is part of the integrated mixed-use development known as Garden City, a USD 250 million integrated mixed-use property that comprised of a 500,000 square feet retail mall, offices, hotel and 600 residential units, including conducting due diligence, advising on the loan documentation, advising on the collateral structure, advising on the governing laws of Kenya and regulations as well as preparing security documentation.
- Advising NIC Bank on its takeover of three other banks’ multiple existing lending facilities to T.S.S. Group of Companies, including, conducting due diligence on multiple operating companies in widely varying businesses, negotiating with the exiting banks (Standard Chartered Bank Kenya, Kenya Commercial Bank and the National Bank of Kenya (partial exit)) on the terms of the takeover as well as structuring a security sharing and inter-lender agreement between NIC and NBK.
- Acting for Ecobank Kenya in connection with a financing in the amount of EURO 6.7 million to Instalaciones Inabensa, a Spanish entity, for the construction of power transmission lines for interconnection of the electric grids of the Nile Equatorial Lakes Countries Electric Grids Interconnectivity Project, including advising on the impact of Public Private Partnership Act on loan structure and security.
- Acting for Export-Import Bank of China in connection with its financing to the Government of Kenya and Kenya Power & Lighting Company (a parastatal) for a the Nairobi, Kenya 132KV and 66KV Network Upgrade and Reinforcement Power Plant, including analysing the project’s deal structure and identifying material issues under governing Kenyan law and regulations, in particular with respect to the regulatory matters triggered by virtue of the governmental status of the borrowers, drafting and negotiating escrow related agreements and certain assignments and obtaining all local registration and regulatory clearances. This is one of the first transactions in the Kenyan government/energy sector for China.
- 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.
- Advising Consolidated Infrastructure Fund on its investment into and subsequent exit from an independent power producer, including reviewing and drafting of various project agreements, including a power purchase agreement, a construction contract and all the documentation for the successful exit from the investment.
- 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 including a put option agreement and an exit agreement.
- Acting for the shareholders of Cannon Assurance in connection with the sale of a 75% stake in Cannon Assurance to a South African group, Metropolitan International Holdings (Pty) Ltd. The transaction encompassed a share swap arrangement pursuant to which the shareholders of Cannon Assurance received shares in Metropolitan Kenya. Our scope of work included providing tax structuring advice for both transactions.