Sonal Sejpal | Partner | Anjarwalla & Khanna
Sonal is a Partner at Anjarwalla & Khanna, one of the leading law firms in Kenya, and has been with the firm for over 21 years. Sonal also provides support to A&K Tanzania (formerly ATZ Law Chambers), A&K’s affiliate firm in Tanzania. Prior to joining A&K, Sonal worked at Franks Charlesly & Co. in London for 11 years (6 of these as a partner). She is a Solicitor of the Supreme Court of England and Wales and an Advocate of the High Court of Kenya with considerable experience in aviation finance, banking, syndicated and project finance, restructurings, insolvency, corporate commercial matters and employment. She is also recognised for her expertise in Tanzanian law.
Sonal is a regular speaker at seminars on various aspects of banking and commercial law, including seminars organised by the UK-based Loan Market Association. She has until very recently sat on the Board of Directors of both Liberty Life Insurance and Heritage Insurance and is the Vice Chairperson of the British Chamber of Commerce.
Sonal is highly regarded by clients and noted as a “top banking and finance lawyer” by Chambers Global 2018. She is “intelligent, wise and straightforward” and is praised for her negotiation and drafting skills by Chambers Global. She is described as a “foreign expert based in Kenya” by Chambers Global 2019, and as “a fantastic lawyer and an asset to any transaction, her breadth and depth of knowledge and market experience is invaluable when operating in East Africa” by IFLR1000. She is ranked as a leading lawyer in Kenya by Chambers Global, IFLR1000, and Legal 500.
Sonal graduated with a Bachelor of Laws degree at the University of Westminster, England.
Membership in Professional Societies
- Law Society of England and Wales
- Law Society of Kenya
- Employment Law Alliance
- L2B Aviation
2019: Advocate of the High Court of Kenya
1985: Solicitor of the Supreme Court of England & Wales
1981 – 1984: Bachelor of Laws, LL.B, University of Westminster, England
1997 – DATE: Partner, Anjarwalla & Khanna, Nairobi
1990 – 1996: Partner, Franks Charlesly & Co, London
1985 – 1990: Associate, Franks Charlesly & Co, London
Awards and Accolades
- “Sonal Sejpal is a leading practitioner in the banking and finance sphere, with sources noting her involvement in DFI lending and other high-profile work.” – Chambers Global, 2019.
- Sonal is ranked as a ‘Highly regarded’ lawyer in the areas of Banking, Capital Markets and Project Finance by IFLR1000 2019, 2018, 2017, 2016, 2015 and 2014.
- Sonal has been ranked under Banking & Finance (Foreign Expertise in Tanzania) – Chambers 2019, 2018, 2017 and 2016.
- Peers commend her impressive track record in project, construction and asset finance, saying: “She’s definitely top-tier.” – Chambers Global, 2018.
- Sonal has been recognised as a cross-border expert and a ‘consummate professional’ – Legal 500, 2017.
- Sonal is “widely respected for her extensive experience in the commercial sphere” – Chambers Global, 2017.
- Sonal is described as “a fantastic lawyer and an asset to any transaction, her breadth and depth of knowledge and market experience is invaluable when operating in East Africa – IFLR1000 2016.
- Sonal is described as “intelligent, wise and straightforward” and is praised for her negotiation and drafting skills – Chambers Global 2015.
- Sonal has been commended for her “knowledge of business, commercial and other non-legal matters that can affect deals, efficient time management and seamless deal execution.” – Chambers Global 2014.
- Sonal was voted one of the best banking, corporate, project finance and development practice Lawyers in Kenya – Best Lawyers International 2014.
- Sonal Sejpal “is a go-to name for banking and finance work, and also plays a major role in energy and mining sector matters”. – Chambers Global 2013.
Areas of Expertise
- Banking and Finance
- Corporate M&A
- Energy, Natural Resources
- Insolvency and restructuring
- Project Finance
- Acting for the National Government of Kenya (GoK) in connection with the issue of a USD 2.5 billion sovereign bond.
- Acting for M-Kopa Solar, the world’ leading pay-as-you-go energy provider to offgrid homes, in connection with a syndicated loan of USD 80 million arranged by Stanbic Bank, CDC, FMO and Norfund.
- Acting as lead transaction counsel for Acorn as the Issuer and Stanbic Bank Kenya and SBG Securities, the lead arrangers, in connection with the a USD 50 million MTN programme for several proposed purpose-built student housing by Acorn Holding, a leading real estate developer.
- Acting for Aero Century Corporation, an aircraft operating lessor and finance company which specialises in leasing used aircraft and engines, in connection with its leasing of seven aircrafts to Skyward Express, an African airline based in Kenya.
- Advising OPIC in connection with its financing of the Wananchi Group in the amount of USD 72 million. The transaction involved undertaking a due diligence on the Wananchi Group Companies in Kenya, reviewing the loan documentation prepared by OPIC’s US counsel, advising on local law issues pertinent to the loan documentation, preparing the Kenyan security documents, handling closing and post-closing matters and coordinating the transaction with several other African jurisdictions where the borrowers are situated.
- Acting for Commercial Bank of Africa, a commercial bank in Kenya in connection with the financing of the acquisition of 100 % of the share capital in Hillcrest Investments, a corporate body that holds the Hillcrest International group of schools established in Kenya, by Gems Africa, a subsidiary of GEMS, a world leading schools company established for the development of educational services across sub-Saharan Africa.
- Acting for Standard Bank of South Africa, the largest African banking group by assets offering a range of banking and related financial services across sub-Saharan Africa, in connection with a financing of a facility of GBP 50 million (approximately USD 63 million) to CCI Kenya.
- Acting for Ecobank in connection with the financing of a medium term facility of USD 114 million to Grain Bulk Handlers, a wholly owned Kenyan company that owns and operates a specialised terminal for the handling of bulk grain imports.
- Acting for Liquid Telecommunications Finance, a UK Finance Company, in connection with a proposed high-yield bond transaction in accordance with Regulation S. of the Securities Act of 1933, as amended and the Securities and Exchange Commission Rule 144A, including issuance of senior secured notes by a UK finance subsidiary, together with the entry into a pari passu revolving credit facility/term loan and intercreditor agreement.
- Advising HNA group, a Chinese conglomerate, on financing its intended acquisition of the shares and assets of the Swissport Group, a leading provider of ground and cargo handling services, from its current PE owners (PAI Partners). The financing is structured by way of: (i) a Term Loan B of circa CHF 1.165 bn, (ii) a bridge loan of circa CHF 390m (to be refinanced by way of high yield bonds) and (iii) an RCF Facility of circa CHF 200-250m.
- Advising the International Finance Corporation, in connection with the financing for the construction, equipping and operationalising of a greenfield solid steam granulation plant (fertilizer plant) in Nakuru Kenya.
- Acting for OPIC in connection with its financing to Bridge International Academies in the amount of USD 10 million. The transaction involved undertaking a due diligence on the borrower, reviewing the loan documentation prepared by OPIC’s US counsel, advising on local law issues.
- Acting as counsel and adviser for eight lenders, in connection with a proposed restructuring of facilities extended to Mumias Sugar Company, the largest sugar manufacturer in Kenya producing approximately 42% of the annual national output, and dealing with individual lenders’ concerns on the impact of their respective positions.
- Acting for Kakira Sugar, Uganda’s leading producer of sugar, in connection with its financing of facilities amounting to USD 115 million, including restructuring of borrowings and arranging new facilities from Standard Chartered Bank, CfC Stanbic Bank, Citibank and EADB; negotiating a Common Terms Agreement and securities structure for Kakira Sugar; reviewing and negotiating transaction documents, which included share purchase agreement, transitional services agreement, software licence agreement and the software escrow agreement; advising on the fulfilment of the conditions precedent; advising on completion matters; and attending the completion meeting.
- Acting for FirstRand Bank, a Rand Merchant Bank Division, in connection with various facilities of up to USD 75 million to Centum Investments Company (the borrower), including carrying out due diligence over Centum’s private equity investment portfolio, preparing loan and security documentation together with the ancillary documentation; perfecting the securities created by the borrower and its affiliate companies; preparing and issuing of a legal opinion on the enforceability in Kenya of the loan, security documentation, the legal, valid and binding nature of the obligations of the borrower under the loan documentation; reviewing the authorizations and capacity of the borrower; and liaising with legal counsel in Tanzania and Mauritius in relation to perfection of the securities issued by the group of companies.
- Acting for Mohammed Enterprises Tanzania and related companies (MeTL Group), on its USD 175 million borrowing from Rand Merchant Bank, including reviewing and negotiating the LMA governed loan agreement and other transaction documents, assisting with the condition precedents and perfecting the security documents.
- Advising Kakira Sugar, Uganda’s leading producer of sugar, in connection with its loan of USD 15.5 million and UGX 31.3 billion from Standard Chartered Bank, CfC Stanbic Bank and Uganda Development Bank for financing of the construction of an Ethanol Distillery in Uganda, including reviewing the facility agreement, intercreditors agreement and security package and conducting negotiations.
- Acting as local counsel to OPIC in connection with a USD 8 million financing to the International School of Kenya (ISK). The transaction involved undertaking a due diligence on ISK, reviewing the loan documentation prepared by OPIC, advising on local law issues pertinent to the loan documentation and preparing the Kenya Law securities documentation.
- Acting for Africa Oilfield Logistics (AOL) (now Atlas) on its acquisition of Ardan Risk and Support Services (Ardan), an oilfields and logistics business with operations in Kenya, Ethiopia and Mauritius. This was a cross-border transaction. A&K Advised AOL in relation to the acquisition, reviewing the framework and option agreement, conducting an in-depth due diligence on Ardan, preparing the transaction documents and advising and assisting in the competition applications to be made in Kenya and to the COMESA Competition Commission.
- Acting on the listing of Atlas on the first cross listing on AIM in London and GEMS market in Kenya.
- Advising Deloitte on a restructuring to create a Deloitte East Africa partnership structure. This involved advising and implementing a restructuring of the group in several African countries.
- Acting as local counsel to Proparco and The Standard Bank (Mauritius) in connection with a USD 75 million financing and a USD 25 million additional financing to the Export Trading Group of Companies.
- Advising two financial institutions on their proposed establishment of a joint venture to undertake factoring business in Kenya, including options for undertaking such business in the absense of regulatory framework.
- Acting for Ecobank Kenya on the structuring of a proposed financing of a construction company in relation to a road contract awarded by a government agency. This transaction involved a review of Public Private Partnership Act and structuring the financing to comply with the requirements of public private partnerships, and drafting of the security documents and liaising with counsel from relevant other jurisdictions on structure and non-Kenyan legal issues.
- Acting for Ecobank Kenya on the proposed financing to a European entity with respect to an infrastructure project. This transaction involved advising on the impact of the Public Private Partnership Act on the transaction, structuring the financing to comply with the requirements of public private partnerships and drafting of the security documents pertinent to the loan documentation, advising on the security structure, preparing the Kenyan security documents and handling closing and post-closing matters.
- Advising AeroCentury on the sale of an aircraft to DAC Aviation. Scope of work included drafting the aircraft sale and purchase agreement, other ancillary transaction documentation as well as negotiating, and commercial terms.
- Advising FastJet plc on its rolling out of a new pan-African low cost airline carrier (founded in part by EasyJet’s Stelios Haji-Ioannou), including advising on all contentious matters with respect to Fly 540 Kenya, regulatory issues and its expansion projects throughout Tanzania, Kenya, Rwanda and south Africa.
- Acting for Dominion Petroleum, an oil and gas exploration company operating in Africa, in connection with its application for an oil exploration concession in Kenya. The transaction included negotiating the Production Sharing Agreement with the Ministry of Energy, reviewing the deed of assignment and Joint Operating Agreement and other ancillary matters. Subsequently acting for Ophir which acquired Dominion.
- Acting as the local counsel for Standard Chartered Bank Uganda Limited in connection with a bond and guarantee facility to Spencon Services Limited for purposes of providing bid bonds in connection with the borrower’s construction and engineering services. The transaction involved undertaking a due diligence on the borrower and its group companies in Kenya, Tanzania and Uganda, advising the lenders on the appropriate local security structure, drafting and negotiating appropriate securities over the receivables in connection with the contracts financed by the lender, issuing a capacity, validity and enforceability legal opinion.
- Acting for KCB Bank Kenya, Diamond Trust Bank Kenya, Standard Chartered Bank Kenya, and Bank of Africa Kenya, the senior lenders of a large retail chain in Kenya valued at USD 407 million, in connection with their position as creditors and recovery options available on the backdrop of their financial distress.
- Acting for the joint receivers and liquidators of Karuturi, one of Kenya’s largest flower farms, after they were put under receivership and subsequently wound up for failing to pay their debts to creditor, including advising on the powers of a receiver; receivership funding and payment of realizations in receivership; powers, rights and obligations of a liquidator post winding up of a company; and the scope of receivers’ powers following a winding up order and disposition of assets post winding up of a company.
- Advising the shareholders of a Kenyan bank (in receivership) in connection with novel questions that focused on legal and regulatory complexities in the bank resolution framework in Kenya for banks under receivership with a view to concluding the first successful lifting of receivership for a bank in Kenya since the regulatory framework was put in place.
- Advising banks on regulatory and statutory compliance issues under the Banking Act, including advising banks on solvency structures and capital structures.
- Advising Lieberman Group of South America on the setting up of one of the largest flower farms in Kenya and advising them on all ancillary contracts and matters including export processing zones, employment laws, land laws and licensing.
- Advising on the establishment of an ESOP by a listed company including review of the relevant laws and regulations affecting the scheme and tax implications.
- Advising a client on the establishment of an ESOP with respect to its various associated companies in Africa including advising on the structures, the scheme rules and performance conditions, procedures of establishing and administering the scheme, preparation of offer documents, financial assistance in the purchase of shares and review of the relevant laws and regulations affecting the scheme and tax implications.
- Advising Sanghi Limited, one of the world’s largest cement producers and distributors on its acquisition of a majority stake, and investment, in Cemtech Limited. Cemtech Limited holds rights to undertake mining of limestone and production and manufacturing of cement in the Pokot District of Kenya and to undertake the designing, building, constructing, developing and commissioning of a cement plant thereto. The transaction required a detailed due diligence investigation of Cemtech Limited and reviewing of the relevant laws and regulations affecting the mining industry in Kenya. Acting for Mars Wrigley on its establishment of a new plant in kenya, including acquisition of land and advising on change of user, subdivision and construction issues.