KARIM S. ANJARWALLA | MANAGING PARTNER | ANJARWALLA & KHANNA
Karim Anjarwalla is Anjarwalla & Khanna’s Managing Partner and a member of the firm’s Corporate Commercial department. He has a wide array of experience advising domestic, regional and international clients on mergers and acquisitions, joint ventures, private equity investments and capital markets transactions.
Karim is consistently involved in the most prominent transactions in the region. He regularly acts for Helios Investment Partners, including on its acquisition of 70% of the share capital of Telkom Kenya from France Telecom. Karim has also acted for the acquirers on all recent bank consolidation deals in Kenya, including the acquisition of Habib Bank by Diamond Trust Bank, the sale of Fidelity Bank to Mauritius’ SBM Holding and Giro Commercial Bank to I&M Holdings. He has acted for the shareholders of Equator Bottlers on their sale of the entire issued share capital to Coca-Cola Sabco East Africa. Karim regularly acts on major cross border deals, including Garda World’s acquisition of KK Security in eight African countries. Karim’s clients include Helios Investment Partners, Equity Bank, Equator Bottlers, SBM Holdings, Diamond Trust Bank, Giro Bank, Schneider Electric Industries and Hemingways Hotels, amongst others.
Under Karim’s leadership, A&K established ALN, the first and most integrated alliance of leading independent law firms in Africa. Since its inception in 2004, ALN has expanded into sixteen jurisdictions in Africa with a regional office in Dubai and an associate firm in South Africa.
Karim is regularly an invited expert at various international legal and business forums.
He is rated as a Leading Lawyer by Chambers Global, IFLR1000 and Legal 500 and is featured in Who’s Who Legal. Chambers Global praised Karim for having led A&K “to be a leading law firm in Kenya and beyond.”
Under Karim’s leadership, A&K has won the African Law Firm of the year Award for four of the previous six years.
MEMBERSHIP IN PROFESSIONAL SOCIETIES
- East African Law Society
- Law Society of England and Wales
- Law Society of Kenya
- New York State Bar Association
- African Venture Capital Association (AVCA) Legal & Regulatory Committee
1997: Postgraduate Diploma in Law, Kenya School of Law
1993: Law Practice Course, College of Law, London
1992: B.A. (Law and Politics), Honours, University of Durham, England
2004 – Date: Managing Partner, Anjarwalla & Khanna Advocates
2000 – 2004: Partner, Kapila Anjarwalla & Khanna Advocates
1997 – 2000: Partner, Anjarwalla Abdulhussein & Co. Advocates
1993 – 1995: Trainee Solicitor, SNR Denton (then Denton Hall), London
AWARDS AND ACCOLADES
- Karim Anjarwalla is ranked by Chambers Global and clients regard him highly noting that “he is outstanding in his breadth of experience, knowledge and all-round ability” particularly on M&A, joint venture and private equity matters. – Chamber Global 2018.
- Karim was recognised as having done “an extraordinary job in expanding the size of the firm while maintaining an extremely high standard of practice”. – Legal 500 2017.
- Karim is identified by sources around the world as a top corporate practitioner. – Who’s Who Legal 2017.
- Karim is identified as a ‘Leading Lawyer’. – IFLR 1000 2014, 2015, 2016, 2017 and 2018.
AREAS OF EXPERTISE
- Capital Markets
- Corporate M&A
- Private Clients
- Private Equity
- Real Estate and Construction
TOP MATTERS – MERGERS AND ACQUISITIONS
- Acting for shareholders of Equator Bottlers, the bottler of Coca-Cola branded non-alcoholic beverages in western Kenya, in connection with the sale of their entire issued share capital held by Kretose Investments, a holding company of Equator Bottlers, to Coca-Cola Sabco East Africa, a wholly owned subsidiary of Coca-Cola Beverages Proprietary Africa, the holding company and Africa’s largest Coca-Cola bottler.
- Acting for SBM Group, a Mauritian banking group listed on the stock exchange of Mauritius, in connection with its take-over and rescue of Fidelity Commercial Bank, a Kenya bank in financial distress, including running with the take-over and squeeze-out process, which was done in Kenya for the first time under the new Companies Act
- Acting for Diamond Trust Bank, a bank listed on the Nairobi Securities Exchange, in connection with a proposed acquisition of the branch of Habib Bank pursuant to Section 9 of the Banking Act.
- Acting for the shareholders of Giro Commercial Bank, a commercial bank in Kenya, on its sale of the entire issued share capital to I&M Holdings, a publicly listed regional bank with operations in Mauritius, Kenya, Tanzania and Rwanda, followed by the simultaneous transfer of assets from Giro to I&M Bank, a wholly owned subsidiary of I&M Holdings, at completion of the share transaction.
- Acting for Simba Corporation, a leading Kenyan motor vehicle company, in connection with their subscription for 35% of the shares of Hemingways Holdings, the holding company for a group of companies that are major players on the hotel and travel scene in Kenya.
- Acting for Garda World, a Canadian headquartered global company and one of the world’s largest security companies, in connection with their acquisition of KK Security, a Kenya-based security company operating in eight African countries throughout Africa, comprising of Kenya, Uganda, Tanzania, Burundi, Rwanda, Mauritius, Malawi and the Democratic Republic of Congo.
- Acting for the shareholders of Cancer Care Kenya, in connection with their sale of 93.66% of their share capital to Healthcare Global (Kenya), the Kenyan subsidiary of Healthcare Global Enterprises.
- 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 Essar Telecom Kenya Limited throughout its entry into and subsequent divesture from Kenya’s telecommunications market through a sale of a substantial part of its business to Safaricom and Airtel, the region’s leading providers. This resulted in the consolidation of the Kenyan mobile market from four to three providers.
- 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.
- Acting as local counsel in Kenya (and also co-ordinating the transaction in Tanzania, Uganda and Zambia) for Bharti Airtel Limited, the largest cellular service provider in India, on its acquisition of Zain Africa’s assets, across fifteen (15) African countries.
- Acting for Essar Overseas Energy Limited on its acquisition of a 50% stake in Kenya Petroleum Refineries Limited from the Shell Petroleum Company Limited, Chevron Global Energy Inc. and BP Plc. and subsequent sale to the Government of Kenya.
- 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. 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. The Swiss Re Group is a leading wholesale provider of reinsurance, insurance and other insurance-based forms of risk transfer.
- Advising Apollo Investments Limited in relation to a share purchase agreement between Apollo Investments Limited and PA Securities Limited to acquire from PA Securities Limited its shares in APA Insurance Limited such that APA Insurance Limited became a wholly owned subsidiary of Apollo Investments Limited.
- Acting for Mobile Telephone Networks on its proposed acquisition of a majority stake in a mobile telecommunications operator in Kenya, including undertaking detailed due diligence, advising on licensing and regulatory matters, reviewing a complex share purchase agreement and advising on redeemable preference shares, withholding tax obligations for payments to distributors, employee issues and classification of redeemable preference shares as equity for the purposes of the thin capitalisation rules.
- Acting and undertaking a detailed due diligence for Essar Communications Holdings, the telecoms subsidiary of Essar Global, on its acquisition of a strategic interest in Kanyan Telecommunications (U) Limited, the fourth GSM provider in Uganda. Including preparation of report on ownership of land, material contracts and pending litigation.
TOP MATTERS – PRIVATE EQUITY
- Acting for DEG and Proparco on their initial equity investment in I&M Bank, then one of Kenya’s leading privately held commercial banks, and on their subsequent equity investments. Recently, we have advised DEG and Proparco on their sale to CDC Group, a development finance institution owned by the UK government.
- 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.
- 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.
- Acting for Helios Investment Partners, a leading Africa-focused private equity firm, on an 11 billion Kenya Shillings (USD 175 million) acquisition of a 24.99% stake in Equity Bank Limited. This is the largest private equity investment in Kenya to date. As a result of this transaction on, Equity Bank is now Kenya’s largest bank.
- 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 AfricInvest, one of the leading private equity houses in North and sub-Saharan Africa with USD 1 billion under management, on its investment in Kiboko, a Mauritian pharmaceutical and FMCG company with subsidiaries in Uganda, Tanzania, Rwanda and Burundi.
- Advising Helios Investment Partners in connection with the proposed acquisition of a mobile operator in The Gambia.
- Advising Apollo Investments Limited, a leading insurance group, and the shareholders thereof on a private equity investment by Leapfrog Financial Inclusion Fund (a private equity fund which concentrates on insurance in developing markets).
TOP MATTERS – GENERAL CORPORATE
- Advising Bloomberg in connection with establishing their operations in Kenya, including advising them in connection with the proposed launch in Kenya of the Bloomberg Professional Service providing financial market information, data, news and analytics to broker-dealers, institutional investors and other professional investors.
- Acting for Wananchi Group, on its proposed launch of subscription-based satellite television services in 9 countries in Eastern and Central Africa (including co-ordination of delivery of advice by 6 ALN member firms in the relevant jurisdictions and 3 other law firms in Eritrea, Sudan and Malawi respectively).
- Acting for Seacom together with an international law firm, Hunton& Williams LLP (New York, US) 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.
- Advising Equity Bank on its major corporate and financing related transactions.
- Providing and co-ordinating corporate and investment advice in fifteen (15) countries in Africa to Tech Mahindra, a leading communications service provider which has been contracted by Bharti Airtel to provide to Bharti Airtel business process outsourcing and telecommunications services in respect of its operations in various African countries.
- Advising Rift Valley Railways Investments (Pty) Limited (RVR) on the restructuring of the Kenya-Uganda railway concessions.
TOP MATTERS – CAPITAL MARKETS
- Acting for Umeme Limited, then-listed on the Uganda Stock Exchange only, on its successful cross-listing on the Nairobi Securities Exchange. Umeme was the first company to successfully achieve such a cross listing in Kenya. 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 and provided a legal opinion on the cross listing. As part of the engagement, A&K had to liaise closely with the Kenyan Capital Markets Authority and the Nairobi Securities Exchange to assist them in putting in place necessary measures to allow for such a cross listing to occur and to ultimately procure approval from both governing bodies.
- 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 as well as its subsequent USD 750 million tap. Our scope of work included reviewing the Prospectus, the terms and condition of the Notes issued, the Subscription Agreement and the Fiscal Agency Agreement. A&K also furnished legal opinions to the Joint Lead Managers and the Depository Trust Company on the enforceability and validity of the various transaction documents as well as the GOK’s obligations. A&K further assisted the GOK in the due diligence process and satisfaction of all conditions precedent. This deal was awarded African Deal of the Year at the Global Capital Emerging Markets Bond Awards 2014 and won A&K Best Legal Transaction Advisor at CfC Stanbic and Think Business’ Investment Awards 2014.
- Acting for Equity Group Holdings Limited (EGHL) (formerly Equity Bank Limited) a company listed on the Nairobi Securities Exchange (NSE), the Uganda Stock Exchange and the Rwanda Stock Exchange, in the largest bank group re-organisation of its kind in Kenya. The transaction involved the establishment of a non-operating bank holding company and the transfer of the all of Equity’s Kenyan banking business to a wholly owned subsidiary, Equity Bank (Kenya) Limited (which became the new operating company) pursuant to Section 9 of the Banking Act. We conducted all transaction advice and documentation including the overall structure of the re-organization as well as working with the Capital Markets Authority and the NSE to ensure compliance with listed company regulations.
- Acting for Carbacid, a Nairobi Securities Exchange (NSE) company, on an ultimately failed attempt by BOC (also listed on the Nairobi Securities Exchange) in a part cash, part stock takeover attempt. This was the first and as yet unrepeated endeavour by one listed entity to take over another listed entity on the NSE.
- Acting for one of the largest global insurance companies 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.
- Acting as local counsel on the Luxemburg listing of a USD 1 billion medium term note programme by Eastern and Southern African Trade and Development Bank (PTA Bank) including advising on regulatory matters and furnishing legal opinions.
- 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 approximately Kenya Shillings 20.68 billion (USD 243 million) by Kenya Airways Limited, Kenya’s national carrier which is listed on the Nairobi Securities Exchange. This transaction was to assist with the funding of the pre-delivery payments to aircraft manufacturers in connection with the acquisition of 9 Boeing Dreamliner aircraft and 10 Embraer aircraft and also to finance Kenya Airways’ capital expenditure requirements related to the additional aircraft such as hangars and engines. Our role 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.
- 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). Our scope of work included a secondment to the ALN Dispute Resolution Group to undertake investigations into the affairs of CMC Motors, counselling in connection with related shareholder disputes, analyzing 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 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.
- Engaging with the Capital Markets Authority and the relevant tax authorities regarding the proposed Real Estate Investment Trust (REITs) Regulations to ensure an efficient taxing structure for REITs.
TOP MATTERS – REAL ESTATE
- Acting for Centum, a leading East African investment and real estate development company listed on the Nairobi Securities Exchange and the Uganda Securities Exchange, on all legal matters in connection with Two Rivers, its five-year, 100 acre fully-integrated mixed use development, on 62,000 square meters, currently valued at USD 166 million, the largest of its kind in Kenya, comprising of a retail mall as well as a commercial and residential development.
- Acting for Actis, a leading private equity investor with over USD 5 billion managed to date, in connection with its Garden City development, a USD 250 million integrated mixed-use property that comprises of a 500,000 square feet retail mall, offices, hotel and 600 residential units.
- Acting for Hemingways Watamu, in connection with its re-development and refurbishment of a high-end luxury hotel in Watamu, Kenya, including advising on group restructuring, legal and regulatory issues, compliance and tax efficiencies as well as advising on the sale of the high end luxury apartments forming part of the development.
- Acting on an on-going basis for Centum Investment Company, in connection with its proposed development of an economic zone situated in Vipingo, which is being constructed on 10,500 acres of land and once completed will be the largest economic hub in Kenya. The development will be undertaken in phases, the first of which involves developing infrastructure on 900 acres of land at a cost of over KES. 790 million. Centum bought 10,500 acres from Rea Vipingo earlier in the year for KES 2 billion.
- Acting for Maiyan Holdings in connection with its 24 hectare, integrated, mixed-use development consisting of a hotel, recreational facilities, residential homes and development plots in Kenya.
- Acting for The Oval on its development of a 120,000 square feet Grade A commercial building comprised of high end offices and retail space.
- Acting for Sun N’ Sand, a beach resort in Mombasa, Kenya, in connection with its mixed use development comprised of residential, commercial and recreational space.
- Acting for Helios Investment Partners, a leading Africa-focused private equity fund, in its entry into a joint venture with Acorn Group Africa, a property development and project management firm, for the identification, acquisition, construction and development of real estate properties in Kenya, involving the unwinding of a pre-existing joint venture between British American Asset Management by Acorn and simultaneous entry into the joint venture with Helios, including obtaining regulatory consent from the Competition Authority.