Private equity is a key part of A&K’s M&A practice. We act on many of the private equity transactions which take place in Kenya and East Africa and have advised on the majority of landmark private equity transactions in the region. The firm handles the full range of transactions related to private equity investment, including advising private equity firms on how to structure new funds, assisting clients throughout the fund-raising process, providing advice during the purchase and exit of investments (including secondary transactions), providing structuring, tax and financing advice, co-ordinating legal due diligence, drafting, reviewing and negotiating of transaction documents, dealing with the appropriate regulatory approvals, and advising on the competition aspects of any transaction at national, regional or COMESA level. We also project manage cross border investments co-ordinating the work of other law firms in the region.
We act for a range of local, pan-African and international funds as well as development institutions on their direct investments or consortium deals. A&K won the Local Advisor of the Year Award at the Private Equity Africa Awards 2016 in recognition of our private equity practice in the region.
Matters in this sector include:
- 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 Emerging Capital Partners, a pan-African private equity firm with USD 2 billion managed to date, and its educational holding company, Maarifa Edu, on its purchase of a 75% stake in KCA University (KCA), a leading Kenyan university, as well as on its establishment of a joint venture with KCA and the Institute of Certified Public Accountants Kenya, including navigating the transaction-adverse, multi-layered legal and regulatory framework faced to structure compliant transactions, drafting and negotiating the myriad operative agreements, establishing a new educational entity, obtaining regulatory approval from the Commission for University Education, the Ministry of Finance and the Competition Authority of Kenya, as well as providing supporting tax and regulatory compliance counsel.
- 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 Educas Investments, a global investment firm with a focus on the education sector, on its acquisition of the entire issued share capital of Brookhouse Schools, a school offering an adapted form of the British national curriculum to Kenyan and international students.
- Advising Satya Capital, a London based private equity fund, on its proposed acquisition of a stake in the largest FMCG company in Kenya, with operations in Kenya, Uganda, Tanzania and Rwanda, involving detailed legal due diligence on the group, the drafting of share subscription agreement, share purchase agreement, shareholders agreement, working with financial advisers on the corporate restructuring of the group and advising on remedial measures to be taken by the company in relation to matters arising from the due diligence exercise.
- Acting for Amethis Africa Finance, a Luxembourg regulated closed-end private equity fund, specialising in long-term responsible investments in Africa, on its investment into the seven companies of Ramco Group, including conducting due diligence, structuring a reorganisation and hive down of various of Ramco’s businesses into a new target vehicle for investment and preparing and negotiating all transaction documentation.
- Acting for Catalyst, a USD 125 million private equity fund focused on mid-cap investments in East Africa, on its investment into EFFCO Solutions, a Tanzania based heavy-machinery leasing business, including an initial management buy-out and group restructuring to form the target investment company.
- Advising Consolidated Infrastructure Fund, a diversified infrastructure-focused group with operations throughout Africa and the Middle East and listed on the Johannesburg Stock Exchange, 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.
- Acting for Helios Investment Partners, a leading Africa-focused private investment firm, in connection with the acquisition of 70% of the share capital of Telkom Kenya (TKL), a Kenyan telecommunications provider, from France Telecom, a French multinational telecommunications corporation, and in connection with the acquisition of a shareholder loan from France Telecom, including drafting and negotiating various documents with the Government of Kenya in respect of the transfer of 10% of Helios shares in Telkom Kenya to the Government of Kenya and transfer of 40% of the shareholder loan to the Government. A&K also assisted with application of various regulatory approvals and consents from the Competition Authority of Kenya and the Communications Authority of Kenya.
- Acting for Abraaj Capital, a private equity firm managing over USD 5 billion and operating in numerous growth markets globally, on their purchase of Aureos Frontier, a Mauritian-domiciled, private equity fund indirectly owned by European governments, including obtaining regulatory consents from the Competition Authority of Kenya and the Kenya Capital Markets Authority.
- Acting for Dutch East African Group, a Kenyan private equity firm on its proposed acquisition of two companies controlling 1100 hectares of land in Kilifi, Kenya for the development of a USD 1.7 billion luxury, mixed use residential, commercial and recreational development, including conducting due diligence, drafting and negotiating all acquisition documentation, a turn-key construction agreement with an Indonesian project manager as well as all documentation for the debt financing by a UK private equity firm.
- Advising Gray Matters Capital, a private equity firm targeting socially responsible and high growth potential investment opportunities in the education sector, on setting up their Kenyan operations, including advising on creative debt/equity structures for their forthcoming investments using convertible debt instruments.