CORPORATE FINANCE

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Kiptinness & Odhiambo Associates (‘KO Associates’) is a Regional Law practice providing high quality specialist and customized legal advisory services. We counsel clients on increasingly intricate transactions with ingenuity and efficiency and cover the full spectrum of corporate transactions important to businesses in today’s local and regional market. We are the window to the region because we provide world class legal services in the local market.

We advise our clients on high profile and ground breaking transactions and have an excellent and varied client list that includes leading local and regional corporations, financial institutions and the Kenyan Government.

We are renowned for our commitment to excellence and for our ability to find innovative solutions to the most complex, multi-national and at times first of its kind legal problems. Our clients look to KO Associates as their trusted counsel in the following key sectors:

• Corporate Finance;

• Technology, Media & Telecommunications;

• Projects (Energy & Infrastructure);

• Dispute Resolution

Our goal is to be the firm of choice for clients with respect to their most challenging legal issues, most significant business transactions and the most critical disputes. Our success is driven by that of our clients. Our clients are at the heart of how we work and we always anticipate what they will face next, adapt to the changes and provide them with the very best team, processes and solutions.

ABOUT US

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NETWORKS & AFFILIATIONSPraelegal

KO Associates is a member of Praelegal, a leading global legal and consulting network of more than 130 independent law firms all around the world and which is rapidly growing.

While in Kenya, clients of Praelegal benefit from our firm where we are fully focused on their sectors, wholly understanding the challenges that they face and are in tune to their needs. This is bred out of a long-term view of Praelegal’s legal approach in understanding the distinct demands that each client faces which enables us to build bespoke services to suite each relationship. We work together with our network of international partners to provide seamless cross-border solutions for our clients.

Praelegal believes that one size does not fit all when it comes to adding value to client relationships. Hence by building value through collaboration and flexibility we aim to attract diverse range of professional people to create a rich pool of talent that will have a direct contribution to the value of legal service we provide.

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AWARDSK&O has distinguished itself as a highly rated commercial law firm and consistently achieves the highest rankings.

In 2013 and 2014, the firm was recognized by Client Choice for the exemplary service of our lead partner in TMT, Stephen Kiptinness. Client Choice recognizes law firms and partners around the word that stand apart for the excellent client care they provide and the quality of their service.

In 2015, the firm was recognized at the annual Finance Monthly M&A Awards for the outstanding service of our Lead Partner in Corporate and Finance practice, Crispine Odhiambo. The M&A Awards recognize the achievements of advisory and legal firms that play a crucial role in any merger and acquisition process.

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ABOUT THE CORPORATE FINANCE PRACTICEOur corporate and finance practice focuses on providing practical and innovative legal solutions to a wide range of clients including financial institutions, global technology firms, SMEs, SACCOS, large national corporations, multi-nationals, and multi-lateral financial institutions, public and state corporations. We regularly advise on a range of complex transactions including mergers and acquisitions, equity and debt financing, infrastructure development and privatizations, conveyancing and legal and regulatory compliance.

We offer excellent, seamless service across the full spectrum of disciplines required to execute multifaceted transactions successfully. We offer our clients high quality, innovative and solution oriented advice which aligns with their goals.

OUR APPROACHThree key features of our approach differentiate us; our client focus, multi-specialism and our regional strategy. Understanding, anticipating & satisfying the client’s individual legal need is, for us, a priority. The depth of our expertise enables us to advise on highly complex commercial transactions working closely with our other specialist groups.

Our corporate and commercial work is at the heart of our practice. We service a range of domestic

and regional clients in every sector and advise on a broad spectrum of corporate and commercial work.

Our approach and our reputation mean that we:

• Keep abreast of recent development;

• Have experience in innovative transaction structures;

• Good working relationship with industry regulators, financial institutions and industry associations.

The KO team shares a commitment to providing our clients with the highest quality and most cost effective legal services in an atmosphere emphasizing teamwork, creativity, responsiveness and diversity. This commitment combined with our in-depth knowledge and experience in each of our practice areas allows us to deliver the highest level of service.

We pride ourselves on our understanding of the corporate sector, and place great emphasis on maintaining proximity to the industry, with our partners having worked in the sector whether at regulator or service provider levels. Through this proximity, we are able to anticipate and advise on any commercial and technical issues that may arise in a transaction.

The key sectors in our Corporate practice include:

• General Corporate

• Mergers & Acquisitions

• Legal & Regulatory Compliance

• Banking and Finance

• Real Estate

• Employment Law

• Private Equity

• Project Finance

• Leasing

Client Focus

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Multi-Specialism Regional Strategy

OUR APPROACH

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COMMERCIAL CONTRACTS

• Drafting of commercial contracts of all types and providing commercial legal advice to businesses

• Purchase and sale of businesses and shares and other securities and related transaction advisory services, including advice on competition laws;

• Conducting pre-acquisition legal due diligence;

• Establishment of venture capital funds, unit trusts and all forms of Collective Investment Schemes

• Franchise agreements, including all documents necessary to establish a new franchise, master license agreements, software license agreements and operations manuals

• Incorporation of companies, registration of foreign companies in Kenya, registration of non-governmental organizations, partnerships and limited liability partnerships

• Advisory and drafting services on all areas on securities law, public offers and listings, privatizations, rights issues, equity and debt issues and continued listing and compliance

• Advisory and drafting services for mergers, acquisitions, joint ventures, shareholders’ agreements

PROPERTY DEVELOPMENT

We are the property development legal advisors of choice for our clients for:• Advising clients on all aspects of

Kenyan land laws, construction laws, and laws governing property acquisition, changes in land laws, new land office procedures.

• Acting for developers and sellers by drafting sale agreements, charges, advising on buyer requirements, drafting and negotiating unit sale and lease agreements, drafting and negotiating any corporate and shareholder agreements where relevant.

• Advising developers on private land use and land developments

• Acting for clients in real estate property litigation

• Acting for developers and purchasers of commercial and residential properties in the acquisition and disposal of property and the setting up of Management Companies

• Advising on Real Estate project development, financing and joint ventures

• Acting for clients during sale, subdivision, leases, transfers, mortgages, charges, cautions, caveats, easements, change of user, licenses, powers of attorney,

SECTORSand all forms of corporate actions, structures and restructuring

• Company Secretarial services.

AVIATION

Our Aviation, Asset Finance and Leasing law team is made up of asset finance, corporate, tax and dispute resolution practitioners. The combination of industry and private practice experience in the team means that we understand industry needs. We represent underwriters to major airlines as well as prominent airlines and leasing companies.

Our clients come to us for customized advice on:• Structuring of aircraft leases and

the rights of aircraft lessors and financiers.

• Advising on asset and corporate transactions for companies in the aviation sector, assisting on contentious and non-contentious matters and advising on domestic and international laws pertinent to aviation.

• Working with other technical and professional advisors in connection with related matters such as repossession, storage, inspection, maintenance, insurance, registration, remarketing, sale and delivery of aircraft and engines.

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rectification of title, extension of Government leases, trusts relating to land, rights of access, and all aspects of property acquisition and development;

• Advising on acquisition and sale of land, conduct due diligence, negotiate agreements on behalf of clients and draft contracts suited to client’s needs;

• Advising on services to real estate developers, investors, lenders, and business users in the acquisition, development, financing, sale and leasing of real estate;

• Drafting of necessary legal documentation specific to each real estate transaction;

• Applying for and obtaining the various consents required under the law as well as paying land rent and rates on behalf of clients;

REAL ESTATE

Our real estate practice group handles all types of commercial, agricultural and residential transactions from the straightforward to the extremely complex matters throughout Kenya. KO has extensive experience in drafting and negotiating complex real estate contracts, in projects ranging from shopping center developments to office towers to health care facilities. We have also been engaged to handle numerous complex ground lease transactions, some involving publicly

traded companies such as Safaricom among others. KO Advocates have frequently been engaged to draft and negotiate sophisticated lease agreements in Kenya.

Major areas of Concentration include:• Commercial, sale, sale-leaseback,

lease and lending transactions

• Private land use and land developments

• Conversion and subdivision

• Real property litigation

• Tax assessment protests

• Contract negotiations

• Land/tenant matters

• Easements, right of way and boundary agreements

BANKING AND FINANCE

• Advising on Fintech and other disruptive technology in the financial industry

• Drafting of financing and refinancing agreements

• Repurchase Agreements and Syndicated Loans

• Drafting and standardization of banking documentation and forms and making regulatory applications

• Drafting of securities such as debentures, charges, guarantees and liens

• Advising on regulatory framework on private equity and venture capital funds and more specifically on in-structuring and exit strategies

• Advisory services for compliance with Anti-Money Laundering legislation

• Advising on Bonds, Term Notes, IPOs and other types of fund raising methods including planning and restructuring.

EMPLOYMENT LAW

Our client come to us for specialized:• Advice on labour laws, entry (work)

permits, passes and preparation of employment documentation

• Advice on redundancies, retrenchments and dismissals coupled with employment dispute resolution

• Advisory services on insurance and retirement benefi¬ts schemes

• Advice on compliance with international and local labour laws and regulations including health and safety, work injury and benefits insurance

• Setting up Employee Share Ownership Plans and executive compensation and incentive schemes

• Advisory on employment contracts encompassing non-compete agreements

SECTORS

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• Facilitating immigration processes and work permit acquisition

Further, we link with robust recruitment and talent search consultants builds our specialty and allows us a better understanding of the market and aids our clients in recruitments and retentions.

PRIVATE EQUITY

• Advise to both investors and investees venturing in the PE market in domestic and cross-border transactions.

• We offer legal advisory on investment and divestment planning, structuring as well as execution.

• We negotiate, draft, review, and advise on the suitability of standard legal documents;

• Advise to clients and provide further insight into the regulatory framework in their respective sectors with regard to private equity and venture capital funding

• We offer advice to prospective investees and aid in sourcing funds that look to invest in various entities.

• We offer a robust due diligence services and aid in mitigating risk by highlighting the concerns for our clients to make informed commercial decisions.

TAX ADVISORY

Out of the consideration of tax as a large expenditure component we offer:• Advisory in Transfer Pricing

including the business implication of transfer pricing.

• Cross-border tax structuring and planning that is beneficial to the going concern of the corporate client.

• Advisory on Intellectual property planning and migration tax implications.

• Advisory on structuring towards an IPO and the tax implication thereto.

MERGERS & ACQUISITIONS

We offer a wide range of services in general corporate restructuring including: • We issue expert opinion and

advise based on a robust due diligence and audit report on the various entities of concern to aid in decision making

• We carry out the necessary transactional steps towards realizing the creation and incorporation of the new structures.

• We advise on Capital raising, debt raising and private equity financing and facilitate by carrying out the necessary transactions.

• We offer advice on Debt restructuring

• We offer co-ordination services for other advisers and professionals involves in the transaction to ensure a continuum and quick completion.

• We advise and issue proper exit strategy reviews to aid our clients make an informed decision.

PROJECT FINANCE

We offer prime services in the following regard:• We advise on the capital raising

process by acting for our clients in the contractual negotiations to ensure that the basis certain and conducive in actualizing our client’s financial needs.

• We advise on debt structuring to enable our client have certainty in financing and securitization of the same.

• Principally, we are involved in the actualization and documentation including the creation of special purpose commercial vehicles to actualize the project.

• We offer co-ordination services for other advisers and professionals involved in the transaction to ensure expedient completion.

• We carry out deal monitoring post the contractual stage and through its execution.

SECTORSWe offer excellent, seamless service across the full spectrum of disciplines required to execute multifaceted transactions successfully.

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Microsoft and other companies about the law on outsourcing contracts in Kenya, review of relevant laws and policies relating to use of technology in relation to mobile money transfer, mobile banking and e-payment compliance and risk management, research on the use of technology in; Public Traded Companies; Financial institutions; Health care providers and Public Sector entities, research on the obligations of companies/ business entities in electronic services and transactions, and analyzing the risks involved in the use of information technology in conducting business in Kenya.

• Retained by Ecobank Kenya Limited, one of the leading Pan-African Banks, for all legal matters including their rights issue, transactional advisory, representation in contentious matters, regulatory review, policy analysis and company secretarial services.

• Retained by Gina Din Corporate Communications, the leading independent and indigenous strategic communications agency in East Africa, in all legal matters including transactional advisory, representation in contentious matters, regulatory review, policy analysis and company secretarial services.

Our Representative Matters in Corporate Finance Practice Area include:

• Acting for Nordic Aviation Capital, a Global Leader in Regional Aircraft Leasing with a current fleet of over 350 aircraft valued in excess of 4 billion dollars, for a discharge of a debenture between Spar Nord A/S and Nordic Aviation.

• Acting for Sandhoe Investments in negotiation and completion of aircraft leasing agreements with 720 Investments/Fly Five-Forty Aviation.

• Retained by Safaricom Limited, the largest telecommunication services and mobile provider in Kenya, in their infrastructure and property management department to offer property advisory services, provide support services including drafting and review of the leases and licenses pertaining to their base stations all over the country. In addition, we offer regulatory compliance, representation in any contentious matters, and transaction advisory among other legal matters.

• Retained by the ICT Authority, a state agency tasked with the rationalization and streamlining of all Government of Kenya ICT

functions, in all legal matters including transactional advisory, representation in contentious matters, regulatory review, policy analysis and company secretarial services. They have also retained us to perform their annual legal compliance audit with regard to Corporate Governance, Financial management, Procurement issues, Work Safety, Licenses and approvals & Policies and procedures. We were also retained to advice the Authority on a collaborative agreement setting the IBM Research Lab housed at Catholic University of Eastern Africa including contractual advisory, negotiation for renewal and actualization of the goals of the collaborative agreement, legal audit of the collaborative agreement as well as negotiation of the new terms of the contract.

• Advising Microsoft, the world’s leading producer of computer software, on their employment contracts and other matters including transactional advisory, representation in contentious matters, regulatory review, policy analysis and company secretarial services. Further retained to provide legal advice on employment matters and the implications of terminating the employment on the Company, review of agreements between

RECENT EXPERIENCE RECENT EXPERIENCE• Retained by Kenya National

Council for Law Reporting for to advice on all legal matters including transactional advisory, representation in contentious matters, regulatory review, and policy analysis and company secretarial services, to scrutinize the terms of the contract for the postpaid services between Airtel Networks Kenya Limited and the client.

• Retained by Pathologists Lancet Kenya Limited, the leading pathologists firm, in legal matters including transactional advisory, representation in contentious matters, regulatory review, policy analysis and company secretarial services.

• Retained by Liquid Telecom to provide legal advice on the Licensing, Legal and Compliance requirements for operations of Broadcasting services in Kenya.

• Retained by Intraget Kenya Limited, an SMS Gateway Provider, Mobile Aggregators and the providers of cutting edge mobile technology and the development of related services and products, in all legal matters including transactional advisory, representation in contentious matters, regulatory review, policy analysis and company secretarial services.

• Retained by Stratostaff EA Limited to offer advisory opinions including one to Thornton

auditors as to the true position of the client in respect to their legal liabilities, reviewing and drafting a shareholder’s agreement, advisory to the client on the dismissal of an employee.

• Retained by Superfluids Labs Limited, a company that develops technology solutions by deploying analytics capabilities and proprietary technologies to banks, major retailers, insurance companies and telecommunications companies, in all legal matters including transactional advisory, representation in contentious matters, regulatory review, policy analysis and company secretarial services.

Some of our notable Clients include:

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These are our key people in the Corporate Finance Team. They are all at your disposal, individually and collectively.

Crispine OdhiamboPartnercrispine@koassociates.co.ke

Crispine is an Advocate of the High Court of Kenya of ten (10) years standing. He has extensive experience in Commercial Law, Energy and Infrastructure Consultancy Projects, Procurement Law, Corporate, Finance Law and Investment. He has served as a Legal Advisor to the Kenya ICT Authority, the PPP Unit of the National Treasury, Safaricom, Konza Technopolis Development Authority, Microsoft East Africa Limited and Power Hive LLC. He has also served as a legal consultant to various institutions such as the Kenya Railway Corporation, the Kenya Urban Regulatory Authority (KURA), Kenya Association of Manufacturers, just to mention a few.

Regionally, he has worked as a Legal Consultant for the East African Community in various assignment such as, the East Africa Trade and Transport Facilitation Program(EATTF), The development of EAC Common Market Score Card 2014, Legal Consultant in the EAC Broadband Infrastructure Network in 2009, Development of an EAC Anti-Counterfeiting Policy and EAC Bill in 2008 and 2009, Legal Consultant and draftsman for the development for the EAC Vehicles Load Control Policy and Bill 2012 and a number of other regional integration projects.

He is recognized as a leader in his field due to his unparalleled experience in this sector. He was awarded the annual Finance Monthly M&A Awards for outstanding service in Corporate and Finance practice in 2015.

Crispine is a trustee of the African Forests Trust Fund and sits on a number of education management boards. Outside the office, he enjoys the theatre.

THE CORPORATE FINANCE TEAM THE CORPORATE FINANCE TEAMBenta OgongoAssociatebenta@koassociates.co.ke

Benta is an associate with expertise in both Corporate Finance and Projects (Energy & Infrastructure). She is proficient in Commercial Law, Employment Law, Banking and Finance, Public Procurement Law, Real Estate Law and Public Private Partnerships.

The team benefits from her expertise in conducting thorough due diligence, negotiating contracts and drafting complex commercial contracts in share purchase agreements, asset purchase agreements, property development, public procurement, providing advice on legal and regulatory issues for the clients, project financing and advising on related implementation issues. She has offered advisory and legal consultancy services in corporate and finance for some of the most notable names in the sector.

Benta enjoys a good laugh and brightens our office with an uncontrollable enthusiasm for life. Outside the office, she enjoys travelling.

Patricia Muma Associatepatricia@koassociates.co.ke

Patricia is an associate in Corporate Finance and Property Departments. Her main areas of focus are General Commercial Corporate Law, Energy Law, Infrastructure Law and Banking and Finance.

She has been involved in offering advisory services, support services to the property and asset management for various high-profile clients. She has experience in Property and Real Estate Law, Asset Finance & Leasing, Corporate & Finance Law, Commercial Law, and Banking & Finance law.

She has also offered project advisory and legal consultancy services in energy and infrastructure on renewable energy.

Outside the office Patricia enjoys theatre and travelling.

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We pride ourselves on our understanding of the corporate sector, and place great emphasis on maintaining proximity to the industry, with our partners having worked in the sector whether at regulator or service provider levels.

Kubo Alex MwakichakoAssociatealex@koassociates.co.ke

Alex focuses on Corporate Finance and general corporate matters. His practice encompasses; compliance audits, advice to corporate boards regarding board composition, corporate governance and special committees of boards of directors. Alex has handled various compliance and regulatory issues relating to state corporations, he has been involved in the preparation of appropriate compliance policies and procedures for state corporations; he has also conducted compliance reviews for state corporations and dealt with regulators on compliance issues.

Alex’s corporate governance-related experience includes advising boards of directors and board committees of state corporations regarding the changing corporate governance environment and regarding current and prospective governance requirements and attitudes.

Outside the office, Alex enjoys catching up with current affairs and meeting up with friends.

THE CORPORATE FINANCE TEAM

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CONTACTSCrispine OdhiamboPartnercrispine@koassociates.co.ke

Benta OgongoLead Associatebenta@koassociates.co.ke

Office ContactsKiptinness & Odhiambo Associates14th Floor, North Wing, 4th Avenue Towers,4th Ngong’ Avenue,P.O. Box 42713 - 00100.Nairobi, KENYATel: +254 (020) 271 3977Email: info@koassociates.co.ke