CAROLINE NYAWIRA KARUGU | SENIOR ASSOCIATE | ANJARWALLA & KHANNA
Caroline is a senior associate in the real estate and finance department of Anjarwalla & Khanna Advocates and focuses mainly on property law, property development work, real estate financing, property joint ventures and structuring of mixed use developments.
She has handled a variety of property transactions including, structuring of property joint ventures, property acquisitions, residential and mixed use projects, large scale commercial retail leasing, property management contracts and securities.
MEMBERSHIP IN PROFESSIONAL SOCIETIES
- Law Society of Kenya
- East Africa Law Society (EALS)
- Advocates International
2012: Certified Public Secretary (CPS), KASNEB
2008: Masters of Business Administration (MBA), Marshall University, USA
2006: Post-graduate Diploma in Law, Kenya School of Law
2004: Bachelor of Laws Degree (LLB), University of Nairobi, Kenya
2016: Senior Associate, Anjarwalla & Khanna Advocates, Nairobi
2012: Principal Associate, Anjarwalla & Khanna Advocates, Nairobi
2010: Associate – Commercial & Conveyance, Raffman Dhanji Elms & Virdee Advocates
2009: Corporate Assistant – (Compliance), Champion Industries Inc (USA)
2005: Trainee Lawyer, Musyimi & Co. Advocates
AWARDS AND ACCOLADES
- Full Academic Scholarship Marshall University (USA)
- National Finalist-Philip Jessup International Law Moot Court Competition, Washington D.C.
AREAS OF EXPERTISE
- Acting for Actis, a private equity fund with over USD 5 billion managed to date, on its development of Garden City, a USD 250 million, integrated mixed-use development in Nairobi that will comprise of the Garden City Mall, a 500,000 square feet shopping mall, offices, at least 210 residential units made up of apartments and villas and a recreational area. Our scope of work included advising on the overall corporate and management structure, preparing all agreements relating to the land acquisition, residential unit sales and retail shop leases with local and international retailers. Negotiating all supply contracts for services to the mall and handling all regulatory and licensing matters.
- Acting for Actis in the sale of property to Safaricom Limited valued at Kshs. 1.1 billion which property was initially part of the mixed use development known as Garden City. Advising on the property ownership structure and the relevant rights of way over the Garden City development. Preparing and negotiating the transactional documents and attending to the perfection of the property documents.
- Acting for Karibu Homes, in its development of 1,000 low-cost homes in the Athi River region. The development includes commercial space, a shopping mall, school and hospital. A&K’s advice will include advising on the purchase of land, equity and debt raising, drafting and negotiating the subscription and shareholders agreement and project and syndication management agreement, assisting in negotiations with the bankers to provide bridge finance, as well as, mortgage finance for buyers and drafting the letter of offer, agreement for sale and lease.
- Acting as local counsel for OPIC in connection with its financing to Bridge International Academies Ltd. to the tune of USD 10 million. The transaction involved undertaking a due diligence on the Bridge International Academies Limited, reviewing the loan documentation prepared by OPIC’s US counsel, advising on local law issues pertinent to the loan documentation, advising on the security structure, preparing the Kenyan security documents and handling closing and post-closing matters.
- Acting for Paramount Chief Estate Limited, the developer of a medium-cost housing estate comprising of individual villas, maisonettes and budget apartments, in Kiambu (in the outskirts of Nairobi) including advising on the purchase of 62 hectares of land, equity and debt raising, drafting and negotiating the subscription and shareholders agreement and project and syndication management agreement, assisting in negotiations with the bankers to provide bridge finance, as well as, mortgage finance for buyers and drafting the letter of offer, agreement for sale and lease.
- Acting for Maiyan Holdings Limited in the development of approximately one hundred and fifty (150) holiday homes and the sale of approximately forty five (45) development plots. The complex development structure includes approximately one hundred and fifty (150) built up units and approximately forty five (45) development plots where purchasers will be allowed to develop the plots in accordance with plans that have been approved by the developer. The development also includes a hotel and the purchasers of both the built up units and the development plots will be part of a rental pool for purposes and the homes will be used as hotel accommodation offering income streams to the purchaser. Involved in the formulation of an appropriate management structure for the project in view of the mixed-use nature of the development as well as drafting all legal documentation utilised for the sale and leasing of the built up units and the development plots.
- Acting for Hass Consult and a local land owner in the joint venture arrangement in respect of the proposed mixed use development comprising of a retail mall, residential apartments and commercial office space. Advising on the development structure and the joint venture structure and negotiating the share subscription and loan agreement and the shareholders agreement.
- Advising Fedha Management Limited the owners of Fedha Towers, Ecobank Towers, and Valley Arcade in the re-structuring of six (6) land holding companies and advising on efficient tax and financial structures affecting property transactions.
- Undertaking in depth property due diligence on behalf of Standard Chartered Private Equity Fund (London) in respect of the proposed acquisition of a chain of hotels in Kenya and liaising with Linklaters LLP Dubai on the transaction.
- Undertaking due diligence for Kakuzi Limited a company with multi-national investors in the agricultural sector with respect to all their properties in Kenya totalling approximately 50 titles as well as a review of the provisions of the Land Act, 2012 and the Land Registration Act, 2012 and their impact on the client’s ownership of property in Kenya.
- Undertaking the leasing of the Aga Khan Doctors’ plaza. Structuring the land holding structure between the Aga Khan Foundation and the Aga Khan Health Services, and thereafter preparing the agreements for lease and leases for the doctors occupying the doctors’ plaza.
- Acting for The Oval, the developer of a 120,000 square feet Grade A commercial building comprised of high end offices and retail space, including drafting and negotiating sale agreements for the office space and the lease agreements for retail space.
- Acting for Oz Properties in the leasing of commercial office space in Westlands. Involved in the preparation and registration of the leases and the renewal and surrender of leases at the expiry of the initial term.
- Acting for Chestnut Limited the developer of a retail mall in Uganda. Advising on the management structure of the mall and preparing all the leasing documents in respect of the retail tenants.
- Acting for Greenspan in the leasing of a large size commercial mall in Embakasi which involved preparing and perfection of the retail shop leases.
- Advising on a development project in the Maasai Mara that involves the setting up of a conservancy, the construction of holiday homes and the operation of an international hotel chain. Involved in the structuring of the development and management structure and the drafting of all the property development documents.