DOMINIC REBELO | PARTNER | ANJARWALLA & KHANNA
Dominic Rebelo is a Partner in the Corporate Department at Anjarwalla & Khanna. He has wide-ranging experience in capital markets, corporate mergers and acquisitions, energy and natural resources and environmental law. Prior to joining Anjarwalla & Khanna, Dominic was a Partner at Daly & Figgis Advocates.
Dominic has advised domestic, regional and international private and publicly listed companies on a variety of commercial transactions including share acquisitions, privatizations, public listings and cross listings.
MEMBERSHIP IN PROFESSIONAL SOCIETIES
2006: Postgraduate Diploma in Law, Kenya School of Law
2005: LL.B, Bachelor of Laws, the London School of Economics and Political Sciences, England
2000: BSc (Joint Hons) Philosophy and Economics, the London School of Economics and Political Sciences, England
2011 – DATE: Partner, Anjarwalla & Khanna, Advocates, Nairobi
2005 – 2010: Associate and Partner, Daly & Figgis Advocates
AWARDS AND ACCOLADES
- Dominic is ranked by Chambers Global 2018, 2017 and 2016 in the Corporate Commercial practice area.
- Dominic is a ‘Highly Regarded’ lawyer by IFLR1000 2018 in the Financial and Corporate practice area.
- Dominic is noted for his experience in capital markets. – Chambers Global 2015.
- “He is commended for his responsiveness and succinct advice.” – Chambers Global 2011
- IFLR 2011 notes that Dominic ‘is rated highly by clients, with one describing him as “very out-of-the-box in terms of pragmatism and finding solutions. He has the depth of knowledge but also is very alive to some of the challenges we face from a commercial perspective. He can translate a legal point into a solution.”
AREAS OF EXPERTISE
- Capital Markets
- Corporate M&A
- Energy, Natural and Renewable Resources
TOP MATTERS – CAPITAL MARKETS
- Acting for International Finance Corporation (IFC), in connection with the “first-of-its-kind” forestry bond that allowed investors to be paid using funds generated from carbon credits produced through forestry and conservation projects in Kenya, including undertaking a legal due diligence on the Kenyan project company, the project owners in Kenya and their contractual relationships in relation to the ownership of the biomass and carbon retention, reviewing the Verified Emissions Reduction Purchase and Sale Agreement (the VERPA) and the bond prospectus and providing regulatory advice and assistance through to the issuance of the bond.
- Acting for CDC Group, a development finance institution owned by the UK government, on its USD 140 million equity investment for 40.65% of the issued share capital in ARM Cement, East Africa’s second biggest cement producer with operations in Kenya, Tanzania and South Africa and listed on the Nairobi Securities Exchange, including overseeing all legal matters in connection with the deal.
- Acting for one of the largest global insurances on a proposed acquisition of the majority stake in a Kenyan insurance provider (with regional operations) listed on the Over The Counter trading platform in Kenya, including providing advice on the various regulatory issues, take-over procedures, possible exemptions, timelines and potential pitfalls associated therewith.
- Acting for Atlas Development and Support Services (formally Africa Oilfield Logistics) a company incorporated in the Island of Guernsey, Channel Islands and listed on the LSE on its Kenyan private placement and subsequent cross listing onto the Growth Enterprise Market Segment of the Nairobi Securities Exchange – the first ever successful cross listing onto the Growth Enterprise Market Segment.
- Acting for Umeme on the successful cross-listing of its shares on the Nairobi Securities Exchange. The Umeme cross listing was the first of its kind, being the first company to successfully cross list on the Nairobi Securities Exchange. A&K was deeply involved in the initial listing in Uganda, oversaw the drafting of the Kenyan Information Memorandum, ensured compliance with all Kenyan legal requirements, provided a legal opinion on the cross listing and procured the requisite approvals from the Kenyan Capital Markets Authority and the Nairobi Securities Exchange to allow the cross listing to proceed. As part of the transaction, A&K had to liaise closely with the Kenyan Capital Markets Authority and the Nairobi Securities Exchange to assist in putting in place the necessary measures to allow for a cross listing onto the Nairobi Securities Exchange.
- At the request of the Capital Markets Authority in Kenya, investigated and drafted a report on CMC, a publicly listed company, in light of various allegations about the conduct of the Board of CMC, before its recent acquisition.
- Acting for Abraaj Capital Holdings in the sale of 100% of the share capital in Aureos Capital to Abraaj Capital Holdings. A&K obtained the relevant consents for the transaction in Kenya including the consent of the Kenyan Competition Authority and the consent of the Kenyan Capital Markets Authority.
- Acting for Safaricom in their purchase of 100% of the issued share capital of IGO Wireless, Instaconnect and Packetstream Data Networks as part of Safaricom’s strategic expansion to implement a full WIMAX network.
- Acting for Safaricom on the setup of the Safaricom Employee Share Purchase Plan and the Safaricom Employee Share Option Plan and advising the trusts overseeing the same on the opertaion of the schemes.
- Acting for Scangroup, a company listed on the Nairobi Stock Exchange, in their purchase of shares in Ogilvy East Africa Ltd and O&M Africa BV including the procurement of all necessary Monopolies, Capital Markets and other Governmental approvals.
TOP MATTERS – ENERGY AND NATURAL RESOURCES
- Acting for Quantum Power East Africa BV in relation to the development of a 30-35 MW modular geothermal power plant in Menengai. Our scope of work includes: negotiating the project implementation and steam supply agreement with the Geothermal Development Corporation, negotiating the power purchase agreement with the Kenya Power and Lighting Company.
- Acting for Sosian Energy in relation to the development of a 30-35 MW modular geothermal power plant in Menengai. Our scope of work includes: negotiating the project implementation and steam supply agreement with the Geothermal Development Corporation, negotiating the power purchase agreement with the Kenya Power and Lighting Company.
- Acting for the sponsors (being, amongst others, Africa Infrastructure Investment Fund, General Electric and the International Finance Corporation) of a 100MW wind powered generation facility in Kipeto, Kajiado.
- Acting for a number of bidders who are large multi-national corporations that are bidding to Kenya Electricity Generating Company (KenGen) to undertake the financing, designing, construction, installation, operation and maintenance of a 140MW geothermal power plant in the Olkaria VI Geothermal Power Project. The selected bidder will set up a project company in a joint venture with Kengen. The project company will enter into a steam supply agreement for the supply by Kengen of steam which will be used to generate electricity. The off-taker of the electricity will be Kenya Power & Lighting Company (KPLC), and the project company will enter into a power purchase agreement with KPLC in this regard. The project company will also construct the transmission infrastructure which it will transfer to Kenya Electricity Transmission Company (KETRACO). The project is one of the initial projects being undertaken under the new Public Private Partnership regime.
- Acting for the sponsors of Triumph Power Generating Company, in connection with the development of an 83MW thermal power plant in Athi River, Kenya. Scope of work included drafting and negotiating: a long-term power purchase agreement with the Kenya Power & Lighting Company, government support letter from Government of Kenya, EPC contracts and operation and maintenance contracts with XJ International Engineering Corporation (a subsidiary of China State Grid Corporation), Partial Risk Guarantee from IDA to secure a letter of credit from JP Morgan to provide credit enhancement to the project; financing agreements with the lenders (ICBC, China and Standard Bank, South Africa). MIGA provided the lenders with relevant guarantees to secure their lending for this project.
- Acting for Centric Energy in the setup of their petroleum exploration operations in Kenya.
- Acting for Gulf Energy in their takeover of North Oil (K).
- Advising International Gold Explorations AB and Gold Mineral Resources in their friendly sale and purchase of shares in Kilimapesa and the subsequent restructuring of their various mining rights.
TOP MATTERS – PRIVATE EQUITY AND VENTURE CAPITAL
- Acting for Amethis Africa Finance on its investment in the Ramco Group of companies including an internal restructuring of the print and media business and subsequent equity investment.
- Acting for Actis in its 36% equity investment in AutoXpress Group, a leading East African tyre wholesaler and retailer.
- Acting for the Opes Fund on their investment into the Naivasha Water Company, a provider of clean drinking water to consumers in the Rift Valley in Kenya.
- Acting for VilCap Investments on debt and convertible investments into an internet start-up company in Kenya.
- Acting for Catalyst Principal Partners on their successful investment into a Tanzania based heavy-machinery leasing business, including an initial management buy-out, group restructuring and subsequent investment by Catalyst Principal Partners.
- Acting for Amethis Africa Finance on its investment in Chase Bank (Kenya) including negotiations with the minority shareholders and the regulator.
- Acting for responsAbility Renewable Energy Holdings (rAREH) on their setup of operations in Kenya and proposed investments into various renewable energy projects in Kenya.
- Acting for the Savannah Fund on a number of investments into Kenyan information technology start-up ventures.
- Acting for Blue Have and a consortium of investors on their investment into Ecopost, a Kenya business involved in utilizing recycled materials to make plastic lumber with an array of construction uses.
- Acting for Grass Roots Business Fund on various of their investments into agricultural business in Kenya.
- Acting for Gray Matters Capital on their commencement of operations in Kenya and on various investments in the educational sector in Kenya including modular moveable container-based classroom solutions for Kenyan schools and advice on structures that would enable the investor to provide debt/equity in the form of convertible loan notes over a period of time to assist the target companies grow with a view to developing their operations while making a social impact in the educational sector in Kenya.
- Advised 88 mph on a number of proposed investments in various companies in Kenya. The scope of our work included advising on corporate restructuring, regulatory and equity/debt investment instruments.
- Acting for i/o Ventures, a newly established private equity fund in the setup of their incubator fund in Kenya and Mauritius for the provision of start-up capital to IT entrepreneurs in East Africa.
- Advising private equity firm Catalyst Holdings in their purchase of shares in Novo Star Limited.
- Acting as local counsel for Abraaj Capital Holding on their purchase of Aureos Frontier Investments, LP.
- Acting for the purchaser on the sale and purchase of an interest in Safepak Limited from Aureos East Africa Fund LLC.
- Acting for Catalyst Capital on the sale of its interest in a FMCG business in Tanzania.
- Acting for Apollo Investments, the holding company for seven subsidiaries, including APA Insurance Limited, a leading general insurance business in Kenya, and Apollo Life Assurance Limited, in relation to the subscription for shares by LeapFrog Financial Inclusion Fund, an international insurance sector private equity fund.
TOP MATTERS – GENERAL M&A
- Acting for Mobile Commerce Ventures on their setup in Kenya and the set-up of the M-Kopa brand of financed rechargable solar lights including drafting all contracts for their operations.
- Acting for the Kenya Women’s Finance Trust in the hive down of their microfinance business and subsequent recapitalization pursuant to the requirements of the Micro Finance Act.
- Acting for Mercantile Insurance Company in their recapitalization pursuant to the requirements of the Insurance Act. Also advised the company and their majority shareholders on the purchase by the majority shareholders of the minority shareholding held by Ecobank Kenya Limited.
- Acting for Safaricom in their purchases of 100% of the issued share capital of IGO Wireless Limited, Instaconnect Limited and Packetstream Data Networks Limited as part of Safaricom’s strategic expansion to implement a full WIMAX network.
- Acting for the Gulf group of companies on the setup of their group Employee Share Option Scheme.
- Acting for Fidelity Commercial Bank in their successful private placement.
- Acting for the Kenya Fluorspar Company in the setup of its Employee Share Ownership Plan.
- Acting for EABS Bank in the sale of a majority stake in the bank to Ecobank Transnational Incorporated.
- Acting for Jubilee Holdings in their purchase of shares in Farmers Choice Holdings Limited from the Aga Khan Fund for Economic Development.
- Acting for Agility Logistics International BV in their takeover of Starfreight Limited.
- Acting for various partners in the setup of the Olare Orok Conservancy on the borders of the Maasai Mara.
TOP MATTERS – TELECOMMUNICATIONS
- Acting for Level 3 Communications Inc on their setup of operations in Kenya.
- Acting for Emerging Markets Communications LLC on the restructuring of their Kenyan operations.
- Acting for RSwitch, Rwanda’s national telecommunications exchange, on their recapitalisation and successful rights issue and their various trade agreements in Rwanda.
- Acting for The East Africa Marine System (TEAMS) and Safaricom, in relation to the Public Private Partnership (PPP) between the Government of Kenya and a consortium of East African national and international telecoms service providers and Etisalat of UAE undertaking the construction and operation of a 4,500 kilometre under-sea fibre optic cable connecting Kenya to Fujairah (United Arab Emirates). Including advising on corporate structuring, telecommunications, privatisation and procurement regulation and drafting and reviewing subscription, loan and shareholding agreements and drafting the capacity purchase agreements.