Jacob Ochieng

 

Position: Partner

Email: jacob@oraro.co.ke

Telephone: 020 – 271 3 636/271 1 480

 

Background

Jacob is a partner in the firm’s Corporate and Commercial Department. He has experience advising on a variety of commercial agreements, including, shareholders agreements, asset and share acquisitions, employment law, agency arrangements, property law and conveyancing. Jacob also provides regulatory advice on various sectors, including, telecommunication, energy, banking, insurance, microfinance and capital markets and general advice on corporate law. Jacob also advises on setting up in Kenya. Jacob was rated by Chambers Global 2016 and 2017 as a lawyer to watch.

Membership in Professional Societies

  • Law Society of Kenya

Professional Qualifications

  • Advocate of the High Court of Kenya
  • LLB(Hons), University of Nairobi

Employment

  • Anjarwalla & Khanna (including secondment at Slaughter and May, London and at Anjarwalla Collins & Haidermota, Dubai)

Top matters

  • Legal advisor on the government to government collaboration between Kenyan Government and China National Petroleum Corporation (a state corporation based in China) in a proposed project to develop up to 350 MW of geothermal power
  • Currently advising a lender in regard to an annuity term loan facility to facilitate the 75% direct cost of road construction of the Ngong-Kiserian-Isinya Road and Kajiado-Imaroro Road. These are the first road construction projects that are to be undertaken under the new Road Annuity Regulations
  • Acting for Citigroup Global Markets Limited in its capacity as the underwriter and book runner for the offering of a total of one billion, four hundred and seventy seven million, one hundred and sixty nine thousand five hundred and forty nine (1,477,169,549) new shares to raise approximately KES 20.68 billion (USD 243 million) by KQ, Kenya’s national carrier which is listed on the NSE to assist in funding the pre-delivery payments to aircraft manufacturers in connection with the acquisition of nine (9) Boeing Dreamliner aircraft and ten (10) Embraer aircraft and to finance KQ’s capital expenditure requirements related to the additional aircraft and equipment such as hangars and engines. This involved reviewing the underwriting agreement, undertaking a high level due diligence on KQ and engaging with the CMA (the Lead Transaction Advisor) and the Lead Stock Broker
  • Acting for EGHL (formerly Equity Bank Limited) 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 EGHL’s shares to each of the three (3) sellers, undertaking due diligence on ProCredit Bank and addressing the multiple financial and competition regulatory challenges to the transaction
  • Acting for EGHL in a group re-organisation involving the setting up of a non-operating holding company. EGHL is listed on the NSE, Uganda Securities Exchange and Rwanda Stock Exchange. EGHL (through its banking subsidiaries) is the leading inclusive bank in Africa by customer base, with about ten (10) million bank accounts which is nearly 50% of all bank accounts in Kenya. In addition, EGHL was at the time the second largest bank in Kenya in terms of asset base. EGHL has other banking subsidiaries in Uganda, Tanzania, South Sudan and Rwanda. The transaction involved the transfer of all the Kenyan banking business by EGHL to a wholly owned subsidiary, Equity Bank (Kenya) Limited (which became the new operating company) pursuant to section 9 of the Banking Act, 1989. The scope of work entailed obtaining approval from the CBK, the CMA, ensuring there were no objections from the central banks of the other four (4) countries, publishing a circular for shareholders and holding an AGM
  • Drafting and negotiating a long term agreement between EGHL, a leading bank in Kenya listed on the NSE and the County Council of Narok in relation to the provision of a pre-paid smartcard service – the first of its kind, for purposes of collecting revenues due to the County Council from the Masaai Mara National Reserve, a “new” wonder of the world
  • Acting for the shareholders of African Chemist and Beauty Care, a Mauritian-based pharmacy chain, in relation to an equity investment in the company by Catalyst, a USD 125 million private equity fund focused on mid-cap investments in East Africa, as part of the funding for the acquisition of the Mimosa chain of pharmacies in Kenya
  • Acting for a large multinational in connection with anti-bribery allegations, including advising on Kenyan anti-bribery law, liability of companies and their officers, extra-territoriality issues, and the scope and extent of regulators’ powers of investigation
  • Assisting in providing advice to the vendor on the sale of a majority shareholding in one of the largest private schools in Kenya, to a consortium of shareholders (including Africinvest, a private equity fund) including advice on the due diligence exercise, undertaking remedial action and negotiating the share purchase agreement and shareholders agreement
  • Acting for Accion International, Velocity Capital and Progression Capital Africa Limited in a multijurisdictional due diligence and report in connection to the proposed acquisition of approximately 20% stake in Cellulant Corporation which involved coordinating investigations in Botswana, Ghana, Mauritius, Nigeria, Tanzania, Uganda, Zambia and Zimbabwe for Accion International, Velocity Capital and Progression Capital Africa Limited
  • Acting for the vendors in the sale of shares in Credit Reference Bureau (Holdings) Limited to TransUnion Netherlands BV II. The sale was structured in two (2) phases with an initial 85% sale of the shares and then subsequently the remaining 15% of the issued share capital of CRBH. The sale was cross-border between several countries
  • Assisting in providing advice to 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 Apollo Investments Limited which is the holding company for seven (7) subsidiaries including APA Insurance Limited (a leading general insurance business in Kenya) and Apollo Life Assurance Limited, in relation to the subscription for shares by LeapFrog Financial Inclusion Fund (an international insurance sector private equity fund) and acting for Apollo Investments Limited in relation to a share purchase agreement between Apollo Investments Limited and PA Securities Limited to acquire of PA Securities Limited’s shares in APA Insurance Limited such that APA Insurance Limited has now become a wholly owned subsidiary of Apollo Investments Limited
  • Assisting in providing advice on the merger of the businesses of Afsat Communications Kenya Limited and Africa Online Limited to create one of the biggest internet service providers in Kenya. This involved preparing the asset purchase agreement, obtaining approvals from the relevant regulatory authorities, including the CCK, Monopolies Commission and VAT exemption application and transfer of employees
  • Preparing a Global Employment Handbook for the Employment Law Alliance which details out the relevant areas of Kenyan labour law and provides a review of the relevant labour statutes
  • Setting up operations for Spanco Raps – a joint venture company offering Business Processing Outsourcing services to Airtel’s operations in Burundi, Kenya, Rwanda and Uganda
  • Acting for OilCom (K) Limited, an oil marketer in Kenya which is part of the Oilcom group who are leading oil marketers in Tanzania and East Africa, on its acquisition in Kenya of twenty four (24) fuelling stations, aviation fuel and LPG facilities from Total Kenya Limited and Total Marketing Kenya Limited including undertaking detailed due diligence and preparing a report
  • Advising RIM Limited (now known as Blackberry Limited), developer of the Blackberry Smartphone and related products, on the local law affecting its operations in Kenya including applicable telecommunications law, consumer protection, packaging involving click wrap and shrink wrap, enforceability of licence agreements and general corporate law
  • Advising CCTV, the major state television broadcaster in mainland China, on its establishment of an Africa regional hub in Nairobi, including advising on employment matters
  • Advising Mara Ison Technologies (a company that provides IT goods and services) on establishment of its operations in Kenya and other fifteen (15) countries in Africa. Mara Ison Technologies provides IT goods and services
  • Advising Open Society Initiative for Eastern Africa, an organisation which promotes public participation in democratic governance, the rule of law, and respect for human rights, through their New York head office and their local offices on setting up in Kenya, Sudan, Tanzania and Uganda, negotiating and advising on leases in respect of the properties occupied by the organisation in various jurisdictions, ongoing day to day legal matters, litigation and various employment matters
  • Advising ComzAfrica, a communications innovation company whose main purpose is to provide value added services to GSM operators, on the setting up of its operations and in negotiating and entering into service provision agreements with GSM operators in countries across Africa including Burundi, Cameroon, DRC, Ghana, Malawi, Nigeria, Rwanda, Tanzania, Zambia and Zimbabwe
  • Advising the International Center for Transitional Justice, an international non-profit organisation specialising in the field of transitional justice, on setting up in Kenya and various employment matters

Insights

  • OF PURCHASES & PROTECTION:SPOTLIGHT ON M&A TRANSACTIONS

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