ROSA NDUATI-MUTERO | PARTNER | ANJARWALLA & KHANNA
Rosa is a Partner in the Corporate department at Anjarwalla & Khanna. She advises clients on capital markets transactions, merger and acquisitions, commercial, regulatory and compliance issues Rosa also specialises in corporate governance and employment law. Rosa is a frequent speaker at legal and business conferences, including speaking at the 4th Annual Africa Insurance and Reinsurance Conference, the Lewis Silkin Europe Middle East and Africa Club’s Sub-Saharan African Comparative Employment Law Seminar in London and an African Insurance M&A round table discussion organised by Debevoise & Plimpton in London and New York. Rosa has published various articles in the local newspapers on the Companies Act law in Kenya.
Leading worldwide legal directories consistently recognize Rosa as a leading lawyer. Clients describe her as “sharp and hard-working.” (Chambers Global 2018). Rosa was rated one of the region’s “top women under 40” by Kenya’s leading business newspaper, Business Daily. In addition to being an Advocate of the High Court of Kenya, Rosa is a practising public secretary and qualified to be a certified public accountant.
MEMBERSHIP IN PROFESSIONAL SOCIETIES
- Member, Law Society of Kenya
- Institute of Certified Public Secretaries of Kenya
2006: Certified Public Secretary, Kenya Accountants and Secretarial National Examination Board
2005: Postgraduate Diploma, Kenya School of Law
2004: Certified Public Accountant, Kenya Accountants and Secretarial National Examination Board
2003: LL.B, University of Nairobi
2009 – DATE: Partner, Anjarwalla & Khanna Advocates
2008: Associate (Secondment), Stephenson Harwood, London
2007 – 2008: Senior Associate, Anjarwalla & Khanna Advocates
2004 – 2007: Associate, Anjarwalla & Khanna Advocates
2003 – 2004: Legal Assistant, Kapila Anjarwalla & Khanna Advocates
AWARDS & ACCOLADES
- Rosa is ranked as ‘Highly regarded’ in the areas of capital markets and M&A.
- Rosa was ranked by Chambers Global 2019 and clients highly regard her by noting that “She ensures that all commercial agreements are meticulously captured and always ensures that you stay on track”.
- Rosa was ranked by Chambers Global 2018 and clients highly regard her by noting that “She’s sharp and hard-working”.
- Rosa was recognised as practitioner in the field of employment law and is noted by clients as being “very thorough in her work,” and “very clear in her advice – concise, fluent and very practical.” – Chambers 2017
- Rosa was ranked by Chambers Global 2016 as a ‘notable practitioner’ in Corporate and Commercial.
- Rosa has been recognised as a ‘Rising Star’ in the Financial and Corporate areas – IFLR1000 2016.
- Rosa is active in M&A and capital markets matters “and she is also sought out for employment issues. Commentators appreciate her knowledge and efficiency.” Chambers Global 2015
- The “meticulous and responsive” Rosa Nduati-Mutero acts on a range of complex corporate transactions, including demergers and reverse takeovers. Chambers Global 2014
- Chambers Global 2011 notes that clients say “Rosa-Nduati-Mutero definitely shines”.
- In 2011, Rosa was chosen as one of Kenya’s ‘Top 40 Women Under 40’ by Kenya’s leading business newspaper, the Business Daily.
- Rosa is ranked as a leading lawyer by Chambers Global and IFLR1000.
AREAS OF EXPERTISE
- Capital Markets
- Corporate M&A
- Acting for Kuramo Capital Management, an independent investment management firm, in connection with its investment of 24.99% of the shares in Trans-century, a company listed on the Nairobi Securities Exchange, including coordinating legal due diligences of the target group of companies in Uganda, Rwanda, Tanzania, South Sudan, South Africa, Mauritius, Zambia and the Democratic Republic of Congo; seeking regulatory approvals from the Competition Authority of Kenya, Tanzania’s Fair Competition Commission, and Capital Markets Authority; and preparing and negotiating the transaction documents, such as the share subscription agreements and loan agreement.
- Acting for Equity Group on its acquisition of 79% of the share capital of ProCredit Bank, a financial institution in the Democratic Republic of Congo, from Belgische Investeringsmaatschappij voor Ontwikkelingslanden, Stichting DOEN and ProCredit Holding AG, including structuring the all stock consideration for the sale through issue and allotment of Equity Group shares to each of the three sellers and addressing the multiple financial and competition regulatory challenges to the transaction.
- Acting for Equity Group Holdings Limited (formerly Equity Bank Limited) in a group re-organization involving the setting up of a non-operating holding company. Equity Group Holdings is listed on the Nairobi Securities Exchange, Uganda Securities Exchange and Rwanda Stock Exchange. Equity Group Holdings (through its banking subsidiaries) is the leading inclusive bank in Africa by customer base, with about 10 million bank accounts which is nearly 50% of all bank accounts in Kenya. In addition, Equity Group Holdings was at the time the second largest bank in Kenya in terms of asset base. Equity Group Holdings has other banking subsidiaries in Uganda, Tanzania, South Sudan and Rwanda. The transaction involved the transfer of all the Kenyan banking business by Equity Group Holdings to a wholly owned subsidiary, Equity Bank (Kenya) Limited (which became the new operating company) pursuant to section 9 of the Banking Act. Our scope of worked entailed obtaining approval from the Central Bank of Kenya, the Capital Markets Authority, ensuring there were no objections from the Central Banks of the other four countries, publishing a circular for shareholders and holding an AGM.
- Acting for Citigroup Global Markets Limited in its capacity as the underwriter and book runner for the offering of a total of 1,477,169,549 new shares to raise KES 20.68 billion (approximately USD 243 million) by Kenya Airways Limited, Kenya’s national carrier which is listed on the Nairobi Securities Exchange to assist in funding the pre-delivery payments to aircraft manufacturers in connection with the acquisition of 9 Boeing Dreamliner aircraft and 10 Embraer aircraft and to finance Kenya Airways’ capital expenditure requirements related to the additional aircraft and equipment such as hangars and engines. This involved reviewing the underwriting agreement, undertaking a high level due diligence on Kenya Airways and engaging with the Capital Markets Authority, the Lead Transaction Adviser and the Lead Stock Broker.
- Advising private international banking institutions (Citibank N.A. London, Standard Bank London, Standard Chartered Bank London, Standard Chartered Bank Hong Kong) and international counsel (SNR Denton) on the Government of Kenya’s first sovereign debt borrowing from private international banking institutions in the amount of USD 600 million to be utilised by the Government of Kenya for infrastructure development and constitutional reforms.
- Acting for Equity Group Holdings Limited on its cross listing on the Rwanda Stock Exchange. The transaction involved undertaking a limited due diligence on Equity Group Holdings Limited, reviewing the Information Memorandum, reviewing the relevant legislation to ensure compliance, assisting the client in obtaining letters of no objection from the Capital Markets Authority of Kenya, Nairobi Securities Exchange and Central Bank of Kenya and drafting the public announcement.
- Advising Equity Group Holdings Limited (formerly Equity Bank Limited), which has the largest customer base and second largest asset base in Africa and which is listed on both the Nairobi Securities Exchange, Uganda Securities Exchange and the Rwanda Stock Exchange, on the KES 2.2 billion sale of its 24.75% stake in Housing Finance Company of Kenya Limited to British-American Investments Company (Kenya) Limited. The shares were sold in a private off-market transaction pursuant to approval from the Capital Markets Authority of Kenya. The transaction was also subject to approval from the Central Bank of Kenya and the Competition Authority of Kenya.
- Advising DEG and Proparco on their shareholder rights in respect of the reverse takeover (a first on the Nairobi Securities Exchange) of City Trust Limited, a company listed on the Nairobi Securities Exchange, by I&M Bank Limited’s shareholders and on the subsequent listing of City Trust Limited (now I&M Holdings Limited) from the AIMS segment to the Main segment of the Nairobi Securities Exchange.
- Acting for the Mandated Lead Arrangers in connection with a secured syndicated term and revolving Kenya Shilling and USD loan facility to Safaricom Limited in the amount of Kenya Shillings 12 billion and in particular undertaking a due diligence which included a detailed reviewing of existing contractual arrangements and preparing a comprehensive report on Safaricom’s property portfolio (including a review of leases). This financing is one of the largest in Kenya’s history for a loan to a private company.
- Advising the Capital Markets Authority in relation to the shareholder disputes in CMC Holdings Limited which is one of the largest and most respected automotive distributors in the region and which is listed on the Nairobi Securities Exchange involving the review of existing capital markets legislation and advising on strategy and regulatory compliance.
- Acting for the Capital Markets Authority in consultation with forensic experts, DCDM and Grant Thornton of India, in carrying out an extensive insider trading investigation regarding a local company listed on the Nairobi Securities Exchange. The investigation is the first of its kind to be conducted in Kenya. The assignment included advising on enforcement of the existing insider trading legislation, recommended amendments to the same and measures that can be taken to enhance enforcement capabilities.
- Acting for Helios Investment Partners, a leading private equity company in Africa, on its KES 3.6 billion (approximately USD 40 million) equity investment in Wananchi Holdings Limited, a leading media and telecoms group, including conducting and coordinating due diligence across 6 countries. This multi-jurisdictional transaction required detailed telecommunications experience.
- Assisted a large American investment group on its equity investment in an education group which included a Kenyan school. A&K provided Kenyan regulatory advice and undertook due diligence in relation to the Kenyan school.
- Acting in the de-merger exercise of the Treadsetters Group of companies, based in Kenya (Tredcor (Kenya) Limited and Treadsetters Tyres Limited), Uganda (Trentyre Uganda Limited) and Tanzania (Tredcor (Tanzania) Limited). Goodyear, a company listed on the New York Stock exchange, through its subsidiary, Magister Limited, registered in Mauritius, was a party to this de-merger exercise as it had a substantial shareholding in these companies. A & K was involved in the drafting and negotiating of the share purchase agreements for each of the four companies and advising on and applying and obtaining regulatory approvals in relation to competition from the respective authorities. The transaction also involved a complex mechanism of determining the stock in trade and undertaking a completion exercise to determine the amounts to be settled between the various parties.
- Advising Apollo Investments Limited in connection with the sale by Leapfrog Financial Inclusion Fund of its minority stake in the company to Swiss Re Direct Investment Company Ltd, a subsidiary of Swiss Re Group. The Swiss Re Group is a leading wholesale provider of reinsurance, insurance and other insurance-based forms of risk transfer. Apollo Investments Limited, through its subsidiaries, is one of the top regional insurers in East Africa, providing a broad array of insurance solutions across Kenya, Uganda and Tanzania.
- Acting for the vendors in the sale of shares in Credit Reference Bureau (Holdings) Limited to TransUnion Netherlands BV II. The sale was structured in two phases with an initial 85% sale of the shares and then subsequently the remaining 15% of the issued share capital of CRBH. The sale was cross-border between several countries.
- Advising Open Society Initiative for Eastern Africa, an organisation which promotes public participation in democratic governance, the rule of law, and respect for human rights, through their New York head office and their local offices on setting up in Kenya, Uganda, Tanzania and Sudan, negotiating and advising on leases in respect of the properties occupied by the organisation in various jurisdictions, ongoing day to day legal matters, litigation and various employment matters.
- Advising ComzAfrica, a communications innovation company whose main purpose is to provide value added services to GSM operators, on the setting up of its operations and in negotiating and entering into service provision agreements with GSM operators in countries across Africa including Zimbabwe, DRC, Zambia, Burundi, Rwanda, Tanzania, Malawi, Nigeria, Cameroon, Ghana and Zambia.
- Acting for Seacom in connection with its development of the undersea cable along the East African seaboard. Seacom will cost USD 650 million and run for 17,000km to Mumbai in India and Marseille in France via Mozambique, Madagascar, Kenya and Tanzania. Seacom has already landed the fibre optic cable on the Eastern coast of Africa and the firm advised on Landing Station lease Agreements, selling of IRU (Indefeasible Rights of Use) and Option agreements.
- Advising on the proposed part share purchase and part share subscription by a private equity fund of a stake in one of the largest supermarkets chains in Kenya, Uganda and Rwanda and undertaking a detailed due diligence in relation to the proposed acquisition.
- Acting for a proposed bidder (Reliance Industries Limited) in connection with the disposal by Shell of its downstream business in Sudan, Ethiopia, Swaziland and Zimbabwe.
- Acting for East African Cables, a public limited company listed on the Nairobi Securities Exchange, reviewing the Trust Deed and Rules for the East African Cables Staff Provident Fund to align it to the retirement benefits legislation which included ensuring compliance with the requirements of the Retirement Benefits Authority and the Kenya Revenue Authority.
- Drafting and developing a standard template for expatriates, senior local employees and junior local employees of an upcoming five star hotel including advising on union matters and providing general advice on employment matters.
- Advising the Renaissance Group on employment and restructuring options including redundancy, structuring and payment of benefits and other employment-related advice.
- Advising Angels in Africa, a non-profit organization dedicated to providing the basic life necessities to the people of Africa, on setting up in Kenya, ongoing legal compliance and interactions with the Non-Governmental Organisations Board.