Capital Markets

Our incursion into capital markets began some two decades ago with our founding partner — then a legal assistant in a top-tier firm — being involved in the drafting of the Listing Rules for the Nairobi Securities Exchange. He subsequently acted as legal counsel and company secretary for two listed entities for a total of seven years. His reputation as a capital markets expert led to his appointment by the Law Society of Kenya to the Capital Markets Authority Working Group Three as its representative. He was then elected co-chair of the Working Group, a role in which he served for five years. In this role, he was a key player in the implementation of CMA’s 10 Year Capital Markets Master Plan, responsible for the development of legal and regulatory aspects of capital markets.

We are historically competent in guiding clients through listings and de-listings, legal and governance audits, corporate bond issues, setting up of fund management companies, establishing foreign and local currency denominated collective investment schemes (unit trusts), as well as advising on REITS, among various capital market transactions. Our advisory services cover all areas of securities law, and public offers, including listings and de-listings, and rights issues. We also assist clients to set up Fund Management businesses and create Collective Investment Schemes, alongside a firm grounding in real estate law and conveyancing, project finance, building and construction contracts, securitisation, capital market transactions and general corporate commercial law.

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Mugambi Nandi

Partner

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Doreen Onwong'a

Partner

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Emmanuel Mueke

Partner

Recent Experience

Acted for GenAfrica Asset Managers Limited in the set-up of a KES 10 Billion property fund

We acted for GenAfrica Asset Managers Limited in the set-up of a KES 10 Billion property fund, including obtaining regulatory approvals from the Capital Markets Authority and the Retirement Benefits Authority

Assisted a fund manager by drafting templates for all agreements required in the provision of fund management services

We assisted Jubilee Financial Services Limited, a fund manager licensed by the Capital Markets Authority, by drafting templates for all agreements required in the provision of fund management services and providing legal advice on laws and regulations applicable to fund managers.

Currently acting for a local fund manager in the setting up of a USD 20 Million Development Real Estate Investment Trust

We are currently acting for a local fund manager in the setting up of a USD 20 Million Development Real Estate Investment Trust (D-REIT), including drafting and review of the fund documents, advising on the registration process and making all necessary registration applications, and providing general legal support in the formation of the trust and acquisition of assets.

Acted in the issuance and listing of a KES 4 Billion Equity-Linked Corporate Bond

We acted for Centum Real Estate Limited in the issue and listing of its KES 4 Billion Equity-Linked Corporate Bond (with a KES 2 Billion Green Shoe Option)

Acted in the setup of a Kenya Shillings and United States Dollars denominated money market funds

We acted for Cytonn Asset Managers Limited in the setup of its Kenya Shillings and United States Dollars denominated money market funds, including drafting and review of the necessary documentation, registration of the funds with the CMA and provision of legal advisory in its application for a manager’s license from the Retirement Benefits Authority.

Advised minority shareholders in a take-over bid, on their rights, protections and remedies

We advised minority shareholders of Unga Group Plc in a take-over bid by Seaboard Corporation, on their rights, protections and remedies as minority shareholders. This was one of the first times the the squeeze out provisions of Kenya’s Companies Act, 2015, were put to test. As a result of our intervention on behalf of the minorities, Seaboard did not proceed with its proposed delisting of the target company.

Legal and governance audits on public entities

We have undertaken numerous legal and governance audits on, among other public entities, The Nairobi Securities Exchange, Centum Investment Company PLC, UAP Holdings Group, and CIC Insurance Group.

Legal Advisors in the setting up of a fund manager from incorporation to licensing and setting up of funds

We were the legal advisors in the setting up of Seriani Asset Managers Limited, from incorporation to licensing, and subsequently in its establishment of two collective investment schemes (unit trusts). Our role included drafting the Information Memorandum, Trust Deed, custodial services agreement, and the application for submission to the Capital Markets Authority.

Legal Services in the established of two collective investment schemes

We provided legal services to Cytonn Asset Managers Limited in their established of two collective investment schemes – Cytonn Africa Financial Services Fund and Cytonn High Yield Fund – and in their acquisition of Seriani Asset Managers Limited.

Acting for a leading fund management company in the establishment of a umbrella fund, with several sub-funds

We are acting for a leading fund management company in the establishment of a umbrella fund, with several sub-funds. Our role includes drafting the Trust Deed, Management Agreement, review of the Information Memorandum, custodial services agreement, and investment policies.

Our Insights

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Nairobi: 5th Floor, The Pavilion, Westlands, Lower Kabete Road, Nairobi
(+254) 20 386 1305/ 1306/ 1307
London: Berkeley Suite, 35 Berkeley Square, Mayfair London, W1J 5BF
(+44) 20 7692 1873

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