Anjarwalla & Khanna has a strong capital markets practice having acted for a range of local and international listed companies throughout the East Africa region. The firm has successfully acted for leading global organisations on their cross listings on the Nairobi Securities Exchange (NSE), including the first ever cross listings of a Ugandan listed company and the first ever cross listing of company listed on the London Stock Exchange. The firm also advised the Government of Kenya on the largest sovereign debut debt issue in Sub-Saharan Africa to date, a deal which was recognised as the 2014 African Deal of the Year at the Global Capital Emerging Markets Bond Awards. Additionally, the firm has an excellent relationship with the Kenyan Capital Markets Authority having been directly engaged by the Authority to advise on a variety of matters, including the new Real Estate Investment Trusts legislation and with respect to the operations of various companies listed on the NSE.
Representative matters include:
- Acting for the National Government of Kenya (GOK) in connection with the issue of its USD 2 billion Eurobond – the largest sovereign debut debt issue in Sub-Saharan Africa to date and the 2014 African Deal of the Year at the Global Capital Emerging Markets Bond Awards – as well as its subsequent USD 750 million tap, including advising the GoK on amending existing Kenyan law to allow for such an international issue, advising on all offering documents and issuing an opinion to the joint lead managers on the validity of the transaction.
- Acting for Umeme, the largest electricity distribution company in Uganda and publicly traded on the Uganda Securities Exchange, on its cross listing onto the Nairobi Securities Exchange, including drafting the offering documents, assisting the Kenyan Capital Markets Authority (CMA) and the Nairobi Securities Exchange (NSE) in establishing the necessary regulatory measures to permit cross-listings and obtaining the requisite approvals from the CMA and the NSE.
- Acting for Equity Group, the largest commercial bank on the African continent by number of customers and traded on the Nairobi Securities Exchange, on its cross listing on to the Rwanda Stock Exchange, including conducting due diligence, advising on the offering documentation, and obtaining regulatory approval from the Capital Markets Authority of Kenya, Nairobi Securities Exchange and Central Bank of Kenya.
- Acting for Helios Investment Partners, a leading Africa-focused private equity fund, on the disposal of its stake of 24.99% of its shareholding in Equity Group Holdings, a company listed on the Nairobi Securities Exchange, the Uganda Stock Exchange and the Rwanda Stock Exchange, through a series of different transactions with multiple buyers, as well as on-market and off-market sales, and which is to date the largest private equity exit successfully completed in sub-Saharan Africa, including providing strategic and structuring advice on the overall transaction and various exit options, providing extensive tax advice, providing extensive regulatory advice under the Capital Markets Act and the Central Bank of Kenya Act, procuring the relevant regulatory approvals, drafting the transaction documents, managing and coordinating the work of local counsel in Tanzania, Uganda, Mauritius, Rwanda, South Sudan and the Cayman Islands, and negotiating with buyers’ counsel in several jurisdictions, including Kenya, Uganda, South Africa and the UK.
- Acting for Citigroup Global Markets 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, 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.
- Acting for Atlas Development and Support Services (fka AOL), an African logistics services company incorporated in Guernsey and listed on the AIM market of the London Stock Exchange, on its Kenyan private placement and its subsequent cross-listing onto the Growth and Enterprises Market Segment (GEMS) of the Nairobi Securities Exchange — the first such cross-listing ever.
- 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 Nairobi Securities Exchange listed company, the first investigation of its kind conducted in Kenya, including advising on enforcement of the existing insider trading legislation, recommending amendments to the same and other measures to enhance enforcement capabilities.
- Providing strategic, legislative, regulatory and other advice to the Capital Markets Authority of Kenya in connection with the investigation, disciplinary actions and litigation relating to CMC Motors (one of Kenya’s oldest and largest and then most respected Nairobi Securities Exchange (NSE) listed companies whose share trading was ultimately suspended), including a secondment to the ALN Dispute Resolution Group to undertake investigations into the affairs of CMC Motors, counselling in connection with related shareholder disputes, analysing existing legislation, drafting a report on Board and management conduct and advice relating to a proposed settlement between shareholders during the resulting high profile litigation at the High Court and Court of Appeals.
- Acting for Carbacid on the first public hostile takeover attempt on the Nairobi Securities Exchange (NSE), successfully defending Carbacid in an ultimately failed hostile bid by BOC, also an NSE listed company, including advising on directors’ fiduciary duties, analysing the part cash, part share offer and assisting on the protracted interface with the Kenyan Capital Markets Authority and NSE while trading for both the target and bidder was suspended.
- A&K worked with the Capital Markets Authority in preparing a paper addressing the impact of capital gains tax on shares listed on the Nairobi Securities Exchange and in preparing a lobby paper to seek exemption of these shares from CGT. Listed shares were eventually exempted from CGT by Finance Act 2015.
- Advising leading emerging market development funds, DEG and Proparco on their rights as I&M Bank shareholders in connection with the reverse takeover of City Trust, listed on the Alternative Investment Market Segment of the Nairobi Securities Exchange (NSE), as well as on the subsequent graduation of City Trust (now I&M Holdings Limited) onto the Main Investment Market Segment of the NSE, including advising on shareholder arrangements and on the exchange of existing shares for new holding company shares.
For more information on Anjarwalla & Khanna’s capital markets expertise, please contact KARIM S. ANJARWALLA , ROSA NDUATI-MUTERO and DOMINIC REBELO