Corporate & Commercial
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Mboya Wangong’u & Waiyaki is a leading law firm that provides legal solutions to state corporations, local and international companies, and individuals. Our expertise and proven excellence enable us to expertly guide businesses to manage complex commercial transactions, both locally and internationally.
Our areas of practice and the notable transactions
Mergers & Acquisitions, Corporate Re-organizations / Restructuring
We support businesses seeking to consolidate or expand their operations and market positions, considering their unique financial, legal, and operational considerations.
- Acted in the acquisition of 100% shareholding of a Tier-3 bank in Kenya. The acquirer aims at growing the acquired Bank to the upper end of Tier 2 banks in the country.
- Represented a company in the acquisition of two tourist and wildlife conservancy resorts through a share sale and purchase.
- Advised in the corporate restructuring of a renowned wildlife conservancy in Kenya.
- Acted in the restructuring of one of the largest commercial banks in Kenya and its subsidiaries into a group structure that would have a Non-Operating Holding Company (“NOHC”) set up as the parent company, which would be listed in the NSE.
- Involved in the setting up of a Private Equity (P.E) fund in the form of a Limited Partnership (LP) in Mauritius.
- Acted for the National Treasury of Kenya in the acquisition by the Government of the Republic of Kenya (through the Cabinet Secretary National Treasury) of a 40% equity stake in De La Rue EPZ Kenya Limited.
- Involved in the corporate reorganization and transformation a leading microfinance institution in Kenya established and operating (previously) as a company limited by guarantee.
- Advised a commercial bank in Kenya in a transaction that involved the entry of three strategic equity partners through a subscription for an aggregate equity stake of approximately 20% in the bank.
- Acted for a large Kenyan insurance company in the voluntary liquidation of one of its subsidiaries.
Capital Raising & Capital Markets
We advise businesses that seek to obtain funding and access to financial markets to meet their capital requirements, finance operations, pursue growth opportunities and manage immediate liquidity needs, among other reasons.
Capital raising can take various forms, including equity or debt financing, and involves engagement with investors, financial institutions and relevant regulatory authorities.
We have been involved in:
- The setting up of Asset-Backed Securities (“ABS”) structure for a company which would raise funds from the market by issuing ABS notes for the purpose of lending to the project SPV.
- The establishment of the very first Infrastructure Debt Fund in Kenya.
- The issue of a USD 74 million (KES 10 billion) Medium Term Note program in several tranches by the Kenya Mortgage Refinance Company Plc.
- The issue of a public bond worth USD 29.6 million (KES 4 billion) to be listed on NSE by a major bank in Kenya following the redemption of the USD 14.8 million (KES 2 billion) Bond issued by the Bank in 2015.
- Equity capital raising by a major insurance company through the entry of a strategic equity investor/development finance institution.
- The establishment of a liquidity facility (The Kenya Mortgage Refinance Company- KMRC) to address inherent financing challenges and unlock liquidity for affordable housing in Kenya.
- The structuring of asset-backed securities for a large commercial Bank in Kenya.
- Structuring of asset-backed securities for Kenya Electricity Generating Company PLC for USD 200 million (KES 27 billion).
- Raising of capital by a major insurance group through the issue of medium-term notes.
- The issue of medium-term notes to the public by a large commercial bank in Kenya.
- The initial public offering of over 300 million shares by a large commercial Bank in Rwanda. The firm was part of the transactional advisory team.
- A transaction that intended to raise over USD 4.4 million (KES 600 million) for a company in the food industry on the NSE through a partial divestiture by the current shareholders and a fresh issue of shares.
- Pre-listing capital raising transaction through a rights issue to raise approximately USD 11.1 million (KES 1.5 billion) for a large commercial Bank in Kenya.
Corporate Advisory Services
We offer strategic and legal advisory services that assist our clients to navigate various business challenges, optimize their performance and achieve their strategic objectives. We tailor the services to meet the unique needs of corporate clients and businesses across various sectors.
We have provided general corporate services to clients in:
- Joint Venture involving building of a mixed-use development in Nairobi.
- The arrangement and issue of a USD 74 million (KES 10 billion) medium-term note program by a tier 1 commercial bank in Kenya.
- Facilitating the acquisition of high-end property measuring 3 acres with a consideration of more than USD 50 million (KES 6.75 billion) for a pension fund in Kenya.
- Legal advisory to a Microfinance Bank in the dilution of shareholding in the company to a cap of 25% in compliance with the Microfinance Act.
- Assessment of the Insurance industry from the perspective of the East African Community Regionalization & drafting of the East Africa Community Insurance Bill, 2015
- The precipitation of a prototype Insurance Bill which would constitute the Association of Kenya Insurance position. This was parallel to the Government of Kenya inviting stakeholders and other experts in the Insurance sub sector to give their ideas and proposals on the legal regulatory framework governing the Insurance industry in Kenya.
- A transaction that involved an offer for the sale to the public of 92 million shares held by the Government of Kenya by way of further privatization of Mumias Sugar Company Limited.
Privatizations
We advise on the process of transferring ownership, control, or management of public assets or enterprises from the public sector (government) to the private sector (private individuals or private entities). Such strategic shift in ownership structure is usually aimed at enhancing efficiency, improving service quality, stimulating competition and/or promoting economic development by leveraging the strengths of market-driven incentives and private sector innovation.
We have acted for various clients on privatization. Some of the major transactions we have been involved in include:
- Privatization by the Government of Kenya of 59.3% of a commercial bank in Kenya to strategic partners.
- Privatization of a co-operative society in Kenya.
- Privatization of an agro-chemical company in Kenya.
- Privatization of Water Resources by a Consortium.
Bonds & Public Listings
We advise and support clients who seek to raise capital and funding from investors through bonds and public listings. These instruments enable businesses to finance various projects, operations and investments while providing investors with opportunities for income generation, portfolio diversification, and wealth preservation.
We have handled various transactions on bonds and public listing, some of which include:
- The initial issue of a bond by KMRC which intended to use the proceeds from the issue to lend Banks and Saccos to enable the commercial lenders issue affordable home loans.
- The development of the draft policy framework to guide the development of Draft Revised Public Offers, Listings and Disclosures Regulations.
- Drafting of the new (overhauled) Public Offers, Listings and Disclosures Regulations.
- Consolidation and collation of all relevant documents relating to capital markets product uptake from both the demand (investor) and supply (issuer) side to inform to inform the development of the policy and the regulations.
- The arrangement and issue of a USD 74 million (KES 10 billion) medium term note program by a commercial bank in Kenya in several tranches. The first tranche was successfully issued in October 2015.
- The issue of a public bond by a commercial bank in Kenya to be listed on the Nairobi Securities Exchange following the redemption of a USD 14.8 million (KES 2 billion) bond issued by the bank in 2015 which we also advised on.
- The listing of the entire issued share capital of a company on the Growth Enterprise Market Segment of the Nairobi Securities Exchange.
- The initial public offering by a commercial bank in Kenya involved the offer to the public of over 700 million shares.
General corporate matters
We advise businesses in complying with legal requirements and fulfilling their corporate governance obligations that are stipulated under the law. The businesses include both listed companies and private businesses that are keen on good corporate governance practices.
Some of the general corporate matters that we have handled include:
- The establishment of a subsidiary microinsurance company by one of the largest insurance companies in Kenya.
- A transaction involving the demerger and separation of one of the largest insurance companies in Kenya.
- A transaction involving the demerger of the life and general insurance business and legal advisory on the insurance legislative framework of one of the largest insurance companies in Kenya.
Public-Private Partnerships
We advise clients who want to venture into Public-Private Partnerships. This includes public entities who want to seek private capital financing that culminates in both parties venturing into a business project together.
Some of the transactions we have been involved in include:
- A transaction relating to the development of a biogas plant in Kenya.
- A transaction involving a public-private partnership arising from a privately initiated investment proposal for the design, construction, financing, operation and maintenance of transport facilities in Mombasa County in Kenya worth USD 50 million (KES. 6.75 billion).
- A transaction involving the establishment of student hostels on the main campus of a large public university in Nairobi to accommodate a minimum of 10,000 students through private participation on a Build Operate and Transfer (BOT) basis. The transaction was worth about USD 50 million (KES. 6.75 billion).
- A transaction whereby a state corporation in Kenya granted a concession for the management of parking services in two international airports in Kenya to a private entity registered in Kenya.
- A transaction involving the setting up of a private quarantine facility in the Coastal region of Kenya.
Corporate & Commercial Team
Godwin Wangong’u
Senior Partner
What our clients say about us
We recognize that every client is important, and we give them specialized personal attention tailored just for them, in order to provide specific legal solutions to their businesses.
