MONA K. DOSHI | PARTNER | ANJARWALLA & KHANNA
Mona K. Doshi is a Partner and co-heads the Real Estate and Construction department. Mona also leads the firm’s Private Client Law department. She is an Advocate of the High Court of Kenya, qualified with LLB (Hons) from University of Reading and completed the LPC at College of Law, Guildford, England. Mona is based at the firm’s Mombasa office.
Mona is developing the firm’s knowledge base and client base in the nascent sector of Islamic Finance. She is the exclusive Kenya correspondent for Islamic Finance News, a Redmoney publication. She is the relationship partner of the firm’s membership of IsFin.
Mona has made many presentations at international and local conferences and covered topics, including Islamic Finance, Real Estate, Estate Planning and Wealth Management and Banking and Finance.
Mona has authored numerous published articles, most recently the Kenyan chapter of the Getting the Deal Through guide (Loans and Secured Financing 2017) and the Kenyan chapter in the Real Estate M&A and Private Equity Review, 1st Edition.
MEMBERSHIP IN PROFESSIONAL SOCIETIES
1996: Post Graduate Diploma in Law, Kenya School of Law
1995: Legal Practice, College of Law, Guildford
1994: Bachelor of Laws, LL.B Hon, University of Reading
2003 to DATE: Partner, Anjarwalla & Khanna Advocates
1996 – 2002: Associate, Anjarwalla & Khanna Advocates
1995 – 1996: Pupil, Anjarwalla & Khanna Advocates
AWARDS AND ACCOLADES
- Mona is ‘Highly Regarded’ by IFLR1000 2017 and 2018.
- Mona is ranked by Legal 500 2017 and referred to as a ‘consummate professional’.
- Mona was singled out for individual praise and described as “honestly one of the main reasons for using Anjarwalla & Khanna and will be an authority in times to com” – IFLR1000 2016.
- Mona has been recommended in the Legal 500 directory and is praised for being “extremely professional and diligent in her w” She was also recommended in the Real Estate and Construction sector and in the Banking and Finance sector by Legal 500.
- Mona was voted one of the best real estate Lawyers in Kenya – Best Lawyers International 2014 publication
- Participant in the Virtual Round Table discussion on Banking and Finance in May 2013 together with other international professionals hosted by Corporate LiveWir
- Participant in the Virtual Round Table discussion on Wills, Trusts and Estates in August 2014 together with other international professionals hosted by Corporate Live.
- Authored the Kenyan chapter of the Getting the Deal Through guide (Loans and Secured Financing 2017).
- Co-authored the Kenya chapter in the Real Estate M&A and Private Equity Review 1st edition published in 2016.
- Also co-authored Getting the Deal Through – Loans and Secured Finance 2016 – Kenya, 1st edition to be published in UK in September, 2015.
- Contributes annual country guide articles on Securities and Banking in Kenya and on Anti-Money Laundering to Thomson Reuters.
- Kenya country correspondent for Islamic Finance News, a Redmoney publication.
- Co-author of the chapter on Banking Regulation – Kenya for the Global Legal Insights – Banking Regulation, 1st edition published in UK in May 2013.
- Article on changes to the new land laws in Kenya.
AREAS OF EXPERTISE
- Banking and Finance
- Private Clients
- Real Estate and Construction
- Acting for Kathini Spring Mineral Water in connection with the disposal of 199 acres of land out of 205 acres of immovable property in Kilifi County to a Chinese investor, including advising the client on the subdivision of the 205 acres of land and obtaining all the consents required for the subdivision; advising on change of user of the portion of land being sold to the Chinese investor from agricultural to industrial use and obtaining the applicable consents required for the change of user; liaising with the National Land Commission on the surrender of certain portions of the land for the settlement of squatters; advising the client on the terms of such settlement such as the appropriate entity to own the portion of land on behalf of the squatters; liaising with the surveyor on the subdivision and issuance of new documents of title for the various portions of land; liaising with the Ministry of Lands, Housing and Physical Planning on the procedures for surrender of freehold title and issuance of new leases after a subdivision; advising on the tax issues to be taken into consideration such as stamp duty, capital gains tax and value added tax; preparing and negotiating the contract for the sale of the 199 acres of land to the Chinese investors. The deal is unique because of the large property acquired and transferred from agricultural to commercial use. Some portion of the land was also dedicated to settle the squatters making it useful for the surrounding community.
- Acting for Karibu Homes, in connection with its mixed use development comprised of office space, a shopping centre, schools, a hospital and 1,000 low-cost homes in the Athi River region of Kenya, including undertaking the initial land acquisition, 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. The Karibu Homes deal is important because it provides affordable housing for lower income earners a gap that has for a long time not been filled, being the highlight of the project.
- Acting for a US based Private Equity fund, in connection with the sale of its stake in a leading coffee chain, (which includes its frozen yoghurt and pizza business), including preparing a report in respect of the real estate portfolio of the chain and in particular, conducting a thorough review of over 70 short term leases and licences in respect of all the locations where the coffee chain has an outlet and offices, liaising with the legal team to ensure that all the leases are up to date and preparing a detailed report setting out the details of each lease and key terms relating to the same, and liaising with our Rwandan and Ugandan counterparts on the review of the leases in their respective jurisdictions. The deal may potentially be the largest of its kind in the restaurant business as the chain has over 50 outlets across Kenya, Uganda and Rwanda. As the chain is in the restaurant industry, the strategic premises where its outlets are located is key to its business. The review was important as the marketability of the business hinges on the strength of its real estate portfolio.
- Acting for a Property Development Company in connection with the acquisition of an up market multi-billion property, including providing tax structuring advice in relation to the acquisition of the property, undertaking an in-depth due diligence, drafting and negotiating the acquisition documents, and setting up a special purpose vehicle for the acquisition of the property. The deal was unique due to its significantly high value used to acquire the property.
- Acting for Auric Capital, a private real estate investment company, in connection with their development known as “The Sirwa”, its first luxury residential homes development in Naivasha, a city located at 90kms from Nairobi. A&K is involved in advising on title, legal structuring, preparing the legal documentation for the entire development, including the letter of offer, agreement for lease, lease and management company structure. A&K is also preparing the security documents for the financing arrangements for the development, advising the developer on the management and operational structure of the development and common areas, advising on tax issues and liaising with the advocates of each purchaser.
- Acting for Nova Holdings on its development of two retail shopping malls in Mombasa County spread over 4.13 acres of land and comprising of nine godowns, thirty eight shops and a three storey office block with extensive parking space. The supermarket, East Africa’s biggest, is the mall’s anchor tenant. A&K tasks included advising on the overall leasing structure for these projects; advising on the legal, regulatory and compliance issues; and drafting the forms of letter of offer and lease agreements for the retail spaces at the malls.
- Acting for KCB Bank in connection with the USD 5 million Murahaba financing to Ainushamsi Energy under KCB Bank’s Product known as SAHL. This is a structured trade import finance facility. The purpose of the facility is to facilitate the local and international procurement of oil products through collateral financing, including preparing the bank’s documents for Murabaha financing such as the offer letter, the master Murabaha agreement together with the accompanying documentation, agency agreement, declaration, form of Auditor’s letter, form of certificate of authority, form of demand promissory note, offer of acceptance and written request. We also prepared a sharia compliant debenture over all the assets of the client’s associated company. This was the KCB Bank’s first Murabaha financing of such a nature and we guided the bank through the process documentation.
- Acting for the State Bank of Mauritius, a Mauritian banking group listed on the stock exchange of Mauritius, in connection with its take-over and rescue of Fidelity Commercial Bank (FCB), a Kenyan bank in financial distress. Our role included undertaking a due diligence on FCB and its operations, drafting and negotiating a share purchase agreement in respect of an offer to purchase shares from the 43 shareholders of FCB, drafting and negotiating side deeds of indemnity from the major shareholders, initiating and running an offer to shareholders scattered across the globe, procuring signatures from the majority of the shareholders and issuing and running a statutory squeeze-out process. In addition, we obtained all requisite regulatory approvals from the Central Bank of Kenya, the Competition Authority of Kenya and the COMESA Competition Commission on an expedited basis, obtained the requisite approvals and fit and proper certification for shareholders, directors and senior managers of the State Bank of Mauritius and successfully ran a complex multi-jurisdictional completion as a result of the diverse jurisdictions of the purchaser and sellers. This is the first time that a ‘Squeeze-Out’ under the new Companies Act in Kenya has ever been used in order to acquire shares under minority shareholders who did not accept offer from SBM. Further, the proposed acquisition will mark the entry of SBM Group into Kenya’s banking sector. SBM Group will bring its experience and expertise from Mauritius and other markets, to enhance competitiveness and the resilience of Kenya’s banking sector.
- Acting for Ecobank Kenya, in connection with a takeover of facilities from Standard Chartered Bank. Overdraft facilities and bill discounting facilities were provided to Solvochem Kenya and Tanzania, including creating securities documents over Kenyan and Tanzania assets to secure the obligations of Solvochem towards Ecobank Kenya. Ecobank Tanzania was the security agent in respect of Ecobank Kenya. This was a significant deal as it involved takeover of facilities from another bank and the client – Solvochem Kenya and Tanzania enjoyed a discounted rate.
- Acting for a private equity company on their acquisition of a majority stake in an EPZ entity, including conducting due diligence on the Export Processing Zone (EPZ) requirements compliance by the target, and advising the client on the processes and approvals required in connection from the EPZ Authority. The deal is important because the primary asset owned by the target entity is land and trees and the transaction therefore involved complex land issues in Kenya (whereby acquisition of any interest in agricultural land in Kenya is heavily regulated and we therefore had to devise innovative structures within the legal constraints to enable the transaction to take place). In addition, the target entity holds an EPZ licence and is therefore heavily regulated.
- Acting for an international law firm, which is providing legal services to a subsidiary of the leading pay-TV group in France and the leading provider of premium channels and themed content in France, in connection with the proposed acquisition of the Sub-Saharan Africa business of a premium pay-tv company (excluding South Africa) through the acquisition of a Dutch holding company that owns the company’s Sub-Saharan Africa assets. The proposed transaction is structured in two phases. In phase one, A&K was involved in regulatory review and provision of detailed advice on the relevant regulatory regimes including the Communications Industry regulations affecting DTT, DTH and SVOD operations in Kenya and the Competition regulations. In phase two, A&K is providing local transactional advice which includes undertaking a legal due diligence on the basis of information provided in a vendor due diligence report and a virtual data room and the necessary jurisdictions regulatory work with a view to making a binding offer to be signed. This transaction is important as it involves parties that are both major players in the broadcasting industry worldwide. The client also covers broadcasting outside of France and in French international territories in Africa, the Caribbean, Vietnam and the South Pacific region. A&K is also playing a co-ordination role for the provision of legal advice on the transaction in Kenya, Uganda, Tanzania and Zambia.
- Acting for Helios Investment Partners in connection with the acquisition of 70% of the share capital of Telkom Kenya (TKL) from France Telecom and in connection with the acquisition of a shareholder loan from France Telecom. A&K’s role included 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 and negotiating a shareholders agreement, loan agreements and framework agreement. A&K also assisted with the application for various regulatory approvals and consents from the Competition Authority of Kenya and the Communications Authority of Kenya. The deal was unique because Telkom Kenya was a state corporation prior to its privatization and sale to France Telecom. Telkom Kenya is in a distressed financial situation and this makes it an unusual investment for a private equity fund, which is now implementing turn around strategy
- Acting for the shareholders of Cancer Care Kenya, in connection with the sale of 93.66% of their share capital to Healthcare Global (Kenya), the Kenyan subsidiary of Healthcare Global Enterprises, including advising on various transaction documents such as share purchase agreement, share subscription agreement, and disclosure letter and assisting in procuring regulatory approvals from the Competition Authority of Kenya
- Acting in a matter related to a restructuring and transfers of prime agricultural, residential and commercial properties contiguous to each other forming a large tract of land and totaling over 960 hectares. The matter involved giving complex tax advice, wealth/succession planning advice, comprehensive review of over 130 titles, identifying defects in certain title documents and rectifying the same in accordance with the prescribed procedures, drafting of relevant documentation, conducting sales, liaising with purchasers or their advocates, advice on subdivision of titles and change of user
- Acting for client in sale of his substantial stake in a Liquefied Petroleum Gas (LPG) terminal.
- Acting for a client to conduct a due diligence exercise in respect of the sale by an international petroleum company intending to sell its businesses in several African countries.
- Acting for a US bank providing financing to a local airline company, advising the US bank on Kenyan laws, preparing the aircraft mortgage and related documentation.
- Acted for a US based company providing bridge financing of USD1 million to a Kenyan airline company wishing to expand its operations and flight routes.
- Advising a leading global investment firm based in South Africa on capital markets, banking laws, insurance laws and foreign exchange transactions in Kenya.
- Providing opinions to several foreign lenders on derivative contracts, ISDA master agreement, offering of securities and financial products in Kenya, capital markets regulations and setting up business in Kenya.
- Providing expert advice regarding Kenya’s land tenure situation and for the REDD+ Law project which is a research initiative managed jointly by the University of Cambridge in partnership with global law firm Baker & McKenzie LLP. REDD+ is an international climate change policy that requires clear land rights for successful national implementation.
- Acting for a client in the proposed privatization of Kenya Pipeline Company Limited, a government-owned entity which operates the sole oil pipeline network (including intake terminals) in Kenya and which transports between 80-90% of all finished petroleum products consumed in Kenya, Uganda, Rwanda, Burundi, Northern Tanzania and Southern Sudan.
- Advising a client on its establishment of an Africa regional hub in Nairobi, including advising on employment and property acquisition matters and laws relating to banking and anti-money laundering.
- Acting for the purchaser in the acquisition of a vast sisal plantation and assets relating to the business including due diligence, advice on laws, and assisting in legal formalities with the financier.
- Acting for several landlords of shopping malls and commercial buildings, preparing leases and advising on landlord and tenant laws.
- Acting in high end commercial and residential property transactions in Lamu, Mombasa, Diani, Kilifi, Mara and Nairobi.
- Acting for client of Islamic faith proposing to enter into a joint venture commercial and hotel project with other parties and conducted research on how business and profit sharing of venture could be achieved in line with Sharia law.
- Acting for a client to conduct a due diligence exercise in respect of the sale by an international petroleum company intending to sell its businesses in several African countries.
- Advising international charitable organisations setting up in Kenya.
- Advising on succession laws in disputes over high net worth estates.
- Drafting wills and trusts for high net worth individuals.