Pamella Ager

 

Position: Partner/Head of Commercial and Conveyancing Department

Email: pamella@oraro.co.ke

Telephone: 020 – 271 3 636/271 1 480

 

Background

As head of the commercial and conveyancing teams, Pamella has been part of various Kenyan ground-breaking commercial transactions, for instance, the privatization of Mumias Sugar. She also acted in a flotation exercise by Kenya Commercial Bank Limited(KCB (Kenya’s biggest bank (network-wise)), two successful rights issues for KCB, the IPO of KenGen and the development of the Central Depository and Settlement Corporation. Pamella specialises in the following areas: banking and finance, capital markets, conveyancing, mergers & acquisitions and regulatory work. In addition, Pamella is recognised for her projects experience; in fact she recently co-authored an article that appeared in the 2016 edition of the International Comparative Legal Guide to Project Finance, published by Global Legal Group Ltd, London. IFLR 1000 2018 lauds her saying, “[She has] superb quality, [is] easily reachable with great communication skills and has the ability to get along well with all clients.”

Membership in Professional Societies

  • Commonwealth Lawyers Association
  • East Africa Law Society
  • Federation of Women Lawyers
  • Law Society of Kenya

Professional Qualifications

  • Advocate of the High Court of Kenya
  • LLM(Distinction), Auckland University
  • LLB, University of Waikato

Employment

  • Oraro and Co Advocates
  • Kaplan and Stratton Advocates

Accolades / Accomplishments / Articles

  • Highly Regarded lawyer, IFLR 1000 2018 edition, (Banking, Mergers & Acquisition)
  • Contributor, International Comparative Legal Guide to Project Finance 2017  Edition
  • Leading lawyer, IFLR 1000 2016 edition, (Banking, Mergers & Acquisition)
  • Lecturer, University of Nairobi
  • Contributor, International Comparative Legal Guide to Project Finance 2016  Edition

Top matters

  • Advised a private limited liability company engaged in the business of advanced medical care that was undertaking the construction of a hospital on land in Kiambu. For the purposes of financing the aforementioned construction project, the company entered into an arrangement with a development bank to grant it facilities amounting to USD 30.5 million. The transaction involved conducting extensive legal due diligence on the company and the individual project transactional documents, the drafting and 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, the project documents and assignment agreement
  • Advised a Kenyan company on the sale of its shares in a cross-border transaction between a multinational company for the amount of USD 5 million (KES 500 million). Tasks included: guiding the parties through various negotiations, drafting and reviewing a Share Purchase Agreement, Non-Disclosure Agreements, Non-Compete agreements and overseeing the completion and handover process.
  • Drafted the documentation for the Central Depository & Settlement Corporation Limited (CDSC (a limited liability Company approved by the Capital Markets Authority (CMA) to provide automated clearing, delivery and settlement facilities in respect of transactions carried out at the Nairobi Securities Exchange (NSE) as well as holding of listed and non-listed securities including other documents of title on behalf of investors)) and the Capital Markets Challenge Fund
  • Advising on software and hardware contracts for the NSE and the CDSC. The scope included reviewing all the contracts, participating in the negotiations, preparing the final contracts for execution by the client and the vendor and advising the respective boards of NSE & CMA on the legal issues in the relevant contracts
  • Advising on three successful and heavily subscribed rights issues for Diamond Trust Bank (2006, 2007 and 2012). Our responsibilities in this transaction included conducting legal due diligence on the Bank, drafting confidentiality and agency agreements, preparing a legal opinion for inclusion in the information memorandum, ensuring legal compliance in the information memorandum and transaction, assisted in negotiations with various consultants, drafting the respective contracts for the different advisors and assisting the client obtain approval from the regulatory authorities the Central Bank of Kenya (CBK), CMA and NSE
  • Advising KCB Bank Kenya Ltd and the Kenyan Government on the initial flotation of KCB Bank Ltd’s shares at the NSE and its subsequent secondary listing. Providing legal input on the prospectus, conducting due diligence, preparing and reviewing all appropriate legal documentation for listing on the NSE, reviewing and reconstructing constituent instruments, drafting agreements and ensuring smooth legal conduct of the floatation exercise
  • Advising on the National Bank of Kenya Rights Issue (2014). Tasks included conducting legal due diligence, participating in the preparation of a confidentiality agreement and information memorandum together with the other technical advisors, providing a legal opinion to be included in the information memorandum, obtaining approvals on behalf of the National Bank of Kenya from the CBK ,CMA and NSE reviewing all the transaction documents to ensure that their compliance with the laws of Kenya
  • Legal advisor in the KCB Bank Kenya Ltd Rights Issue (2004 and 2010). Tasks included conducting legal due diligence, participating in the preparation of a confidentiality agreement and information memorandum together with the other technical advisors, providing a legal opinion, obtaining approvals on behalf of KCB Bank Kenya Ltd from the CBK, CMA, NSE and the Kenyan Government and reviewing all the transaction documents to ensure that they complied with Kenyan law
  • 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
  • Advised the Cooperative Insurance Company 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 Cooperative Insurance Company at the price of KES 22.50. The private placement was successfully concluded in January 2008
  • Advising the Kenyan Government and Telkom on the sale of a substantial stake in Telkom, to a strategic investor and IPO
  • Advised on software contracts for KCB Bank Kenya Ltd including participating in the negotiations, preparing documentation for execution by the parties and presenting to the Board the legal issues on the contracts
  • Advised on the software contracts for ABC Banking Corporation
  • Advised the Government of Kenya (GOK) and Kenya Electricity Generating Company (KenGen) during the offer for sale of thirty per cent (30%) of its stock in KenGen through an IPO at the NSE. Tasks included: conducting a comprehensive legal due diligence exercise covering legal, environmental and complex land issues as part of the broader transaction, where we advised (as part of a multi-disciplinary team consisting of among others, finance auditors, accountants and lead transaction advisor) the GOK and KenGen in the IPO
  • Advised KenGen and the Kenyan Government during the secondary offer for sale of additional shares by the Kenyan Government
  • Advising on a due diligence exercise for a multinational oil and gas company with a Kenyan presence
  • Advising on a due diligence exercise for a leading Kenyan logistics and construction company
  • Advised Ascent Rift Valley Fund Ltd (a Mauritian based private equity fund) that invested in Kisumu Concrete Products Ltd (the Target) which deals with the manufacture and supply of building materials. We undertook a comprehensive legal due diligence in respect to the Target’s legal and corporate compliance status
  • Advising the Kenyan Government on the privatisation of Mumias Sugar
  • Advised one of Kenya’s largest public universities in a major real estate project. Part of our tasks in the assignment, included, conducting a detailed due diligence on the land to be purchased (approximately 1000 acres), overseeing the purchase of the land, negotiations with several professionals and the project’s technical team (architects, engineers, project managers and selling agents) involved in the development of a commercial building; drafted contracts for the above-mentioned professionals, providing general legal advice on the development, reviewed and amended related standard construction contacts and stamped various contracts for professionals
  • Team leader in a due diligence exercise on a leading regional insurance company. The exercise was necessitated by the company’s expansion into real estate
  • Advisor to a major international NGO with offices globally in the acquisition of a property for USD 15 million. Tasks included conducting major due diligence on corporate and land matters, advising the client on instructions to other external consultants, drafting a confidentiality agreement, drafting offers and transactional agreements, obtaining approvals from various government bodies, participating in negotiations for the transaction, advising the client on various options of purchase of asset or corporate entity and ensuring that the client’s interests are fully protected throughout the transaction from the negotiation stage, contract drafting and documentation, up-to conclusion
  • Advisor to a PanAfrican financial institution with offices in several African countries, in the acquisition of a property. Tasks included conducting major due diligence on corporate and land matters, advising the client on instructions to other external consultants, drafting a Confidentiality Agreement, drafting offers and all transactional documentation, obtaining approvals from various government bodies and ensuring that the client is fully protected throughout the transaction, up to conclusion
  • Currently acting for Cytonn in the sale of 10 high-end five bedroom villas in a gated estate known as Amara Ridge in Karen (a suburb approximately 20 km away from the Nairobi CBD)
  • Advised a Kenyan company on the sale of its shares in a cross border transaction between a multinational company and the company for the amount of KES 500 million (USD 5 million). Tasks included guiding the parties through several rounds of negotiations, drafting and reviewing the share purchase agreement, non-disclosure agreement, non-compete agreement and overseeing the completion and handover process

Insights

  • The Companies Act, 2015
  • Defining boundaries: A closer look at the Code of Corporate Governance Practices for Issuers of Securities to the Public, 2015
  • “On records”: What you need to note in regard to the Companies Registry’s ongoing digitization exercise
  • What you need to know about the 30% Local Ownership Rule for Foreign Companies
  • Tightening the reins: Fighting financial crimes in the Kenyan capital markets
  • Important notice: Disruption of services at the Land Registries
  • Karibu Kenya (Welcome to Kenya)! Repeal of the 30% local shareholding requirement for foreign companies in the Companies Act, 2015
  • Out with the old, in with the new: The Public Benefit Organizations Act, 2013
  • LOCATION, LOCATION, LOCATION: THE MAKING OF NAIROBI AS A FINANCIAL HUB
  • IN THE OPEN: DISCLOSURE REQUIREMENTS UNDER THE NEW COMPANY REGULATIONS

  • Practice Areas


    Sectors