Corporate and Commercial

Our corporate and commercial team specialises in all aspects of transactional work such as banking and finance, capital markets, corporate finance, corporate regulatory work, energy law, mergers and acquisitions and project finance.

We are a top-choice for clients straddling various sectors (including energy, financial services and whats more, manufacturing) due to our team’s deep knowledge of their industries and our lawyers’ versatility. our approach to commercial transactions is always practical and innovative.

We have acted for several of Kenya’s largest companies in the listing, due diligence exercises and the divestiture of government shares in public corporations. We also have Islamic finance capabilities and have advised Islamic finance clients on among many other things Shariah-compliance.

We have strong business connections in this area and have been at the forefront of Kenya’s commercial landscape in fact our corporate and commercial team was extensively involved in the drafting of Kenya’s Capital Markets Regulations.

Our expertise covers:

  • Banking and Finance
  • Business Agreements and Commercial Contracts
  • Capital Markets
  • Competition
  • Company formation, Structuring and Reconstruction
  • Drafting
  • Insurance
  • Joint Ventures
  • Listings, IPOs and Public Offerings
  • Mergers and Acquisitions
  • Pensions
  • Privatisations
  • Private equity
  • Private placements
  • Project finance
  • Regulatory compliance and risk management
  • Restructuring
  • Takeovers

Experience

Banking and Finance

  • Assisted a team drafting asset finance documents for Africa Export-Import Bank, on the USD 2 billion pre-delivery and delivery financing for Kenya Airways Limited (Kenya’s flag carrier)
  • Acted for the Deposit Protection Fund Board (now known as the Kenya Deposit Insurance Corporation), relating to recovery of debts owed to several collapsed financial institutions

Business Agreements and Commercial Contracts

  • Advised a multinational on an oil and gas contract, revolving around the impact of the outbreak of the Libyan civil war
  • Advising on software and hardware contracts for the NSE and the Central Depository and Settlement Corporation. Our tasks included reviewing all the contracts, participating in the negotiations, and preparing the final contracts for execution by the client and the vendor, and advising the respective Boards of NSE & Capital Markets Authority (CMA) on the legal issues in the relevant contracts
  • Advised on software contracts for the Kenya Commercial Bank (KCB), including advising on all the contracts, participating in the negotiations, preparing documentation for execution by the parties and presenting to the Board the legal issues on the contracts
  • Advised on software contracts for ABC Banking Corporation
  • Advised Standard Group Limited and the Standard Limited on legal issues relating to the transfer from the Alternative Investment Market Segment to the Main Investment Market Segment, on the NSE
  • Represented East African Breweries Limited (EABL) in regard to disputes arising from several transportation and distribution agreements

Capital Markets

  • Advised the NSE and the CMA on the demutualization of the NSE, as well as compliance with various statutory regimes governing their respective operations
  • Advised the Industrial and Commercial Development Corporation on an application for capital increase through a rights issue
  • Advised on KCB’s rights issue (2010)
  • Advised on DTB’s rights issue (2014)
  • Advising on the National Bank of Kenya’s rights issue (2014)

Company formation, Structuring and Reconstruction

  • Restructuring of the shareholding in an actuarial, employee benefits and retirement fund administration and consulting provider in Kenya
  • Advised the Standard Limited on the legal issues affecting the transfer of the business and assets of the Standard Limited to the Standard Group
  • Advised on the reconstruction of Delphis Bank Limited
  • Acting as part of the legal team which attempted to revive Daima Bank Limited

Drafting

  • Reviewed the Mining Act 1940, and recommended an appropriate legal and institution framework for the Government of Kenya (GoK)
  • Part of the review team on legislation affecting the energy sector on instructions by the Kenyan Government (between 1995-1996)

Due Diligence

  • Undertaking due diligence for a multinational oil & gas company, with a Kenyan presence
  • Conducting due diligence for a leading Kenyan logistics and construction company
  • Undertaking due diligence for a leading regional insurance company. The exercise was necessitated by the company’s expansion into real estate
  • Conducting due diligence on KCB
  • Conducting due diligence on Southern Credit Banking Corporation
  • Conducting due diligence on Bullion Bank Limited

Listings, IPOs and Public Offerings

  • Advised the GoK and Kenya Electricity Generating Company (KenGen) in the sale of 30% of the former’s stock in KenGen through an IPO at the  then Nairobi Stock Exchange (now Nairobi Securities Exchange (NSE))
  • Advised KCB and the GoK on the initial floating of KCB shares at the NSE and subsequent secondary listing. Our tasks included providing legal input on the prospectus, preparing and reviewing all appropriate legal documentation for listing on the NSE, reviewing and reconstructing constituent instruments, exercising due diligence agreements and ensuring smooth legal conduct of the floating exercise
  • Advised on the first stage of Telkom Kenya Limited’s sale of a substantial stake to a strategic investor and IPO

Mergers and Acquisitions

  • Advising and preparing documents for the acquisition of paint manufacturing group of companies in Kenya, Uganda and Tanzania Advising on a joint venture agreement regarding the management of a chain of hotels in Kenya and a review and amendment of the relevant articles of association
  • Acted as local counsel in the acquisition of The Real IPM Kenya Limited (“Real IPM”) by Biobest N.V.
  • Advised a Kenyan company on the sale of its shares in a cross-border transaction to a multinational company for the amount of KES 500 million. Our tasks included guiding the parties throughout the completion(and physical handover) process and also witnessing several documentation to facilitate the process
  • Advised on the merger of Southern Credit Banking Corporation and Bullion Bank Limited

Pensions

  • Advised Standard Chartered Kenya, Limited on the amendment of their pension fund deed and rules in light of their staff restructuring programme
  • Advised the Co-operative Insurance Company of Kenya Limited (CIC) on its Staff Provident Fund Scheme with specific emphasis on the requirements of the Retirements Benefits Act, amendment to their Trust Deed and conversion from a provident fund to a pension scheme

Privatisations

  • Advised on the privatisation of Kenya Re-Insurance Corporation (Kenya Re), including the sale of stakes to a strategic investor
  • Advised the GoK (while acting in consortium with a local firm) on the ongoing privatisation of Mumias Sugar Company Limited (a leading sugar producing company in Kenya)
  • Advised the GoK as part of a consortium of local and international firms, during the privatisation of Kenya Posts and Telecommunications Corporation and the subsequent creation of Telkom (Kenya) Limited, Postal Corporation of Kenya and the Communications Commission of Kenya. Our tasks included reviewing policy documents, statutes, existing loan documentation, undertaking due diligence and drafting transaction documents

Private placements

  • Advised CIC in the Private Placement of 11,000,000 Class “A” Shares and 9,000,000 Class “B” Shares with a par value of KES 20 each of the CIC at the price of KES 22.50. The private placement was successfully concluded in January 2008

Project Finance

  • Advising a private limited liability company (the Company), engaged in the business of advanced medical care that is undertaking the construction of a hospital on land in Kiambu. For the purposes of financing the construction project, the Company has entered into an arrangement with a development bank to grant it facilities amounting to USD 30.5 million. Our tasks involved a review of the following security documentation: the Facility Agreement, the Sponsor Support Agreement, the Recourse Agreement, the Memorandum of Deposit of Shares, the Irrevocable Stand by Letter of Credit, the Consent Letter, the Charge and the Project Documents
  • Advised an independent power producer in Kenya in relation to the establishment of a 360 MW dual diesel and solar generating plant
  • Advised an independent power producer in Kenya in relation to the establishment of a 40 MW solar generating plant
  • Advised a multinational mining company, on establishing a mining and export operation in Kenya, with a range of four counties
  • Assisted a team advising the developer of a 250 MW onshore wind farm in Kenya, which was in part financed, by the forward sale of CDM credits
  • Advised an IPP in respect of a USD 146 million Power Purchase Agreement (involving a syndicated loan with international financiers)

Regulatory compliance and risk management

  • Advised an international transportation and logistics company on carriers’ liability under Kenyan law
  • Conducted a review for an international banking institution in regard to its compliance with the Kenya regulatory framework and the CBK prudential guidelines
  • Advised Cooperative Insurance Company Provident Fund on its Trust Deed and its subsequent conversion to a Pension Fund to comply with the requirements of the Retirement Benefits Act

Restructuring

  • Worked with an American firm, to review and recommend an appropriate legal and institutional framework, in the energy sector and thereafter overseeing the legal aspects of the restructuring of Kenya Power Company and Kenya Power & Lighting Company Limited, in particular assets and liabilities transfer in respect of the power generation and transmission/distribution

Takeovers

  • Advised on the takeover disclosure requirements for a Kenyan Bank listed on the NSE

Insights

IN THE OPEN: DISCLOSURE REQUIREMENTS UNDER THE NEW COMPANY REGULATIONS

LOCATION, LOCATION, LOCATION: THE MAKING OF NAIROBI AS A FINANCIAL HUB

PERMISSION TO ENTER AND WORK:WHAT FOREIGNERS NEED TO KNOW ABOUT WORKING IN KENYA

OF PURCHASES & PROTECTION:SPOTLIGHT ON M&A TRANSACTIONS

ISLAMIC BANKING:THE REGULATORY IMPERATIVE

NEW IN THE MARKET: SHARE BUYBACKS UNDER THE COMPANIES ACT, 2015

Out with the old, in with the new: The Public Benefit Organizations Act, 2013

Obligated: Examining the Duty of Care in Banking

The new ratification requirements for natural resources transactions (The Natural Resources (Classes of Transactions Subject to Ratification) Act, 2016)

Money and markets: financial changes brought about by the Finance Act, 2016


Key Contacts

George Oraro SC

goraro@oraro.co.ke

020 – 271 3 636/271 1 480

Pamella Ager

pamella@oraro.co.ke

020 – 271 3 636/271 1 480

Nelly Gitau

nelly@oraro.co.ke

020 – 271 3 636/271 1 480

Jacob Ochieng

jacob@oraro.co.ke

020 – 271 3 636/271 1 480

Cindy Oraro

cindy@oraro.co.ke

020–271 3 636/271 1 480

James Kituku

james@oraro.co.ke

020 – 271 3 636/271 1 480

Sheila Nyakundi

sheila@oraro.co.ke

020 – 271 3 636/271 1 480

Angela Ogang

angela@oraro.co.ke

020 – 271 3 636/271 1 480

Yvette Akoth

yvette@oraro.co.ke

020 – 271 3 636/271 1 480