Daniel Ngumy

Daniel Ngumy

Managing Partner | ALN Kenya | Anjarwalla & Khanna

Physical Address:

ALN House, Eldama Ravine Close, Off Eldama Ravine Road, Westlands

Postal Address:

P O Box 200-00606, Sarit Centre, Nairobi, Kenya

Telephone:

+254 20 364 0000

Email Address:

  1. Background

    Daniel Ngumy is a Managing Partner at Anjarwalla & Khanna and heads the firm’s Tax department. He specialises in regional and international tax law, and has extensive experience in tax disputes and tax transactional matters.

    Daniel provides ongoing tax advice on matters affecting clients across various industries, including the financial sector, power, energy and infrastructure, oil & gas and FMCG, amongst others. He has advised on a variety of matters, from debt and equity transactions to mergers and acquisitions. Daniel chairs the Law Society’s Tax Committee and is a regular speaker at local and international conferences. He is ranked by Chambers Global under tax law and private wealth law.

    Daniel is a qualified CPA(K) and holds a Bachelor of Laws degree from the University of Nairobi, a post-graduate certificate in tax law and a Masters of Laws degree from the University of London (UCL & Queen Mary).

  2. Professional Membership
    • Member, Law Society of Kenya
    • Member, Institute of Certified Public Accountants of Kenya
  3. Professional Qualifications

    2009: Master of Laws. LL.M (Corporate & Commercial Law), University of London (UCL & Queen Mary)

    2009: Postgraduate Certificate of Tax Law, University of London (UCL & Queen Mary)

    2006: Postgraduate Diploma in Law, Kenya School of Law

    2005: Bachelor of Laws. LL.B, University of Nairobi

    2003: Certified Public Accountancy, CPA(K), Strathmore University

  4. Career Summary

    June 2022 – Date: Managing Partner, Anjarwalla & Khanna, Nairobi

    2014 – May 2022: Partner, Anjarwalla & Khanna, Nairobi

    May 2012 – 2014: Senior Principal Associate, Anjarwalla & Khanna, Nairobi

    Jan 2012 – Apr 2012: Stephenson Harwood LLP, London and Pump Court Tax Chambers London (on secondment)

    2009 – 2011: Senior Associate, Anjarwalla & Khanna, Nairobi

    2007 – 2009: Tax Consultant, KPMG Channel Islands Limited, Guernsey office

    2005 – 2007: Tax Consultant, PricewaterhouseCoopers Nairobi

    2004 – 2005: Legal Assistant/Pupil, Walker Kontos Advocates

    2003 – 2004: Summer Intern/Assistant, Corporate Recovery Services, Deloitte & Touche Nairobi

  5. Notable Contributions
    • January 2013 – Daniel was invited as a member of the Capital Markets Authority (CMA) task force comprising of members of the CMA, Kenya Revenue Authority and the National Treasury to draft the tax legislation relating to the new Real Estate Investment Trust regime.
    • September 2014 – Daniel worked with the CMA in preparing a paper addressing the impact of capital gains tax on shares listed on the Nairobi Securities Exchange and in preparing a lobby paper to seek exemption of these shares from CGT. Listed shares were eventually exempted from CGT by Finance Act 2015.
    • August 2015 – Daniel was invited by the Parliamentary Committee on Finance, Planning and Trade to make representations on suggested changes to the Kenyan taxation regime, in particular on the Tax Procedures Bill which subsequently entered into force in January 2016.
    • July 2015 to date – Daniel has been a member of the Capital Markets Master Plan Implementation Committee Working Group 4 which has been charged with, among other things, the responsibility to craft a new regulatory and tax regime that broadens up accessibility to Kenyan equity markets internationally.
  6. Awards and Accolades
    • Daniel’s tax expertise have been recognised by Chambers Global 2012 – 2021
    • Daniel is recommended by Legal 500 2021 in the commercial, corporate and M&A category
    • Daniel is ranked by Chambers Private Wealth Law in Kenya in 2018 – 2021

     

    “Fantastic lawyer with a wealth of expertise.” Chambers Global 2021

    “He doesn’t try to steer you in one direction – he gives you the tools to make a decision yourself.” Chambers Global 2021

    “[He is] one of the best tax lawyers around.” Chambers Global 2020

    “[Daniel] leads the tax front for the firm” – Legal 500 2020

    “Personable, quick to respond and available at short notice.” Chambers Global 2018, Private Wealth Law

    “He is extremely knowledgeable in tax.”Chambers Global 2018

    “Daniel is a superstar! He is our go-to man for all matters corporate and tax.” Chambers Global 2017

  7. Top Matters
    • Advising Vodacom Group, a leading South African mobile communications company, together with Safaricom, a leading Kenyan communications company, in connection with the acquisition of the MPESA pan-African money payment system, including advising on the tax efficient capital reduction for Vodafone Kenya and advising the shareholders leveraging creative.
    • Acted for Betin against the Kenya Revenue Authority (KRA) in connection with a complex, high value and sensitive landmark case in Kenya in multi-forums including the Tax Appeals Tribunal (TAT), the Senate (the upper house of the Parliament of Kenya) and Directorate of Criminal Investigations calling for a well-coordinated team and thought out strategy, the outcome of which positively affected the entire betting industry and clarified the law on what constitutes “winnings” under the Income Tax Act, Chapter 470, of the Laws of Kenya.
    • Acting for Gamcode, trading as Betin against the Kenya Revenue Authority in connection with a complex, high value and sensitive landmark case in Kenya in multi-forums, which positively affected the entire betting industry and clarified the law on what constitutes “winnings” under the Income Tax Act, Chapter 470, of the Laws of Kenya. Betin received tax demands from the KRA and agency notices for an alleged tax liability of approx. USD 22.5 million on account of withholding tax on winnings, based on the newly introduced law on taxation of “winnings” in Kenya’s betting industry. This was further aggravated when the Betting Control & Licensing Board (BCLB) rejected Betin’s bookmakers license renewal application, despite having traded in the gaming business in Kenya for about 5 years prior to the filing of the case. This meant that Betin could no longer legally trade in Kenya.
    • Acting as local counsel for Eastern and Southern African Trade and Development Bank (TDB formerly known as PTA Bank) in connection with their update of USD 2 billion Euro Medium Term Note Programme (the Programme) and the issue of the initial USD 500 million Notes under the Programme. The proceeds from each issue of Notes are to be incorporated into the ordinary capital resources of PTA Bank and used in its ordinary operations, including reviewing of the transaction documents, the subscription agreement, the final terms of the notes, the prospectus, the terms and conditions of the notes, the trust deed constituting the notes and the dealer agreement from a Kenyan law perspective; and providing legal opinions in respect of the update of the Programme and the issuance of the USD 500 million Notes under Programme to the joint lead managers on the enforceability and validity of the various transaction documents as well as PTA Bank’s obligations.
    • Acting for Helios Investment Partners and Telkom Kenya (TKL), in connection with the merger of the second and third largest mobile telephony operators in Kenya – Airtel Networks Kenya (Airtel) and TKL and consolidation and restructuring their respective Mobile, Fixed Line, Enterprise and Carrier Services businesses in Kenya to operate under a joint venture company to be named Airtel-Telkom, including advising on all tax matters.
    • Advising AVIC International Real Estate Kenya, a subsidiary of Aviation Industry Corporation of China, a Chinese state-owned aerospace and defence company, in connection with tax structuring of the mixed-use state-of-the-art development comprising of one of the tallest office blocks in Kenya, a modern retail and commercial centre, a five star hotel (JW Marriott hotel) and three residential apartment blocks consisting of an aggregate of 504 high end apartments.
    • Advising Vodacom Group in connection with the acquisition, together with Safaricom, of the M-PESA pan-African money payments system, including advising on various tax considerations relating to capital gains tax impact, transfer pricing considerations on royalty payments, stamp duty issues, applicability of double taxation treaties and various international tax issues relevant to this matter.
    • Acting for Nile Global Frontier Fund and Kuramo Capital Management, the acquirer and guarantor in this transaction, in connection with Nile Global Frontier Fund’s acquisition of 90.84% of the shares in GenAfrica Asset Managers, including advising on tax matters.
    • Advising the Acumen Fund in connection with the tax implications and structuring of its Kawi Safi Fund, a Fund created to unlock the potential of renewable off-grid energy to bring power to Africa’s energy poor communities than extending the grid.
    • Acting for Frontier Investment Management in connection with all tax aspects relating to the investment in Chania Power Project.
    • Acting for Cranemere Africa in connection with the acquisition of shares and subscription for shares in Riara Group of Schools, including advising on the tax structure for the acquisition and negotiating tax indemnities and warranties relating to the transaction.
    • Acting for Government of Kenya’s Parliamentary Committee of Finance, Planning and Trade which is responsible for the review and promulgation into law of the Finance Act and any taxation statutes.
    • Defending Kenbelt Industrial Park against an approximately KES 100 million Value Added Tax and Capital Gains Tax demand raised by the Kenya Revenue Authority.
    • Acting for Vanoil Energy in connection with a demand by Kenya Revenue Authority on drilling equipment imported into Kenya by a subcontractor in the amount of KES 150 million.
    • Defending Finlays Horticulture against a transfer pricing assessment in the amount of USD 18 million tax demand raised by the Kenya Revenue Authority.
    • Acting for the sponsors of the 300MW Lake Turkana wind power project (the largest power generation project in Kenya, designed to provide at least 17% of the country’s power demand), including providing tax structuring advice on the equity structure for the project as well as various tax advice matters relating to various engineering, procurement and supply agreements.
    • Advising China Road and Bridge Corporation, an international enterprise engaged in the construction of large infrastructure worldwide, in connection with the tax and legal structure of their proposed project involving the construction of a mixed used development.
    • Acting for Equity Group in connection with the overall transaction structure from a corporate and tax perspective, including the establishment of a non-operating bank holding company as well as advising on all regulatory matters.
    • Acting for WS Atkins International, a subsidiary of WS Atkins, a company listed on the London Stock Exchange and one of the leading design, engineering and project management consultancy services firms in the world, in connection with Atkins’ acquisition of 100% of Howard Humphreys East Africa (HHEA), an engineering consulting firm based in Kenya, and its wholly-owned subsidiary in Tanzania, including structuring legal and tax advice.
    • Acting for the shareholders of Cannon Assurance in connection with the tax structure for both the acquisition and the share swap.
    • Acting for Diamond Trust Bank in connection with their appeal in the Tax Appeals Tribunal in relation with an assessment raised by the KRA on fees charged on its overseas nostro accounts.
    • Acting for the shareholders of Equator Bottlers in connection with the corporate restructuring and setting up of a holding company.
    • Acting for Kenafric Industries in connection with the restructuring of its holding company structure in Mauritius and Kenya to achieve tax efficiencies.
    • Advising Regus Group, an international company involved in leasing virtual offices, on the acquisition of the African business (in Kenya, Nigeria, Ghana and South Africa) of Worldwide Landmark Ltd., including providing tax advice on the transaction structure as well as negotiating the necessary tax warranties and indemnities.
    • Acting for SRS Schneider in connection with the acquisition of three Kenyan companies with subsidiaries in Uganda and Tanzania, including providing tax structuring advice.
    • Advised on the de-merger exercise of the Treadsetters Group of companies, based in Kenya (Tredcor (Kenya) and Treadsetters Tyres), Uganda (Trentyre Uganda) and Tanzania (Tredcor (Tanzania)). Goodyear, a company listed on the New York Stock exchange, through its subsidiary, Magister, registered in Mauritius, was a party to this de-merger exercise as it had a substantial shareholding in these companies.
    • Advising FastJet on its rolling out a new pan-African low cost airline carrier (founded in part by EasyJet’s Stelios Haji-Ioannou), including advising on all contentious matters with respect to Fly 540 Kenya, regulatory issues and its expansion projects throughout Tanzania, Kenya, Rwanda and south Africa. A&K also advised on the leasing of aircrafts in Kenya.
    • Advising private equity funds including Investec, Ashmore Group (including Ashmore Russian Equity Fund, Ashmore Liquid Portfolio Fund, Ashmore Global Situations Fund, Ashmore SICAV, Ashmore Turkish Debt Fund), Consulta funds on UK tax matters, including obtaining UK distributor status.
    • Acting as local counsel for Carlyle Group, a leading Washington based private equity fund, in relation to the marketing and offering of private investment fund interests and discretionary investments and management services in Kenya.
    • Advising private international banking institutions (Citibank N.A. London, Standard Bank London, Standard Chartered Bank London, Standard Chartered Bank Hong Kong) and international counsel (SNR Denton) on the Government of Kenya’s first Sovereign debt borrowing from private international banking institutions in the amount of United States Dollars six hundred million (USD 600 million) which amount would be utilised by the Government of Kenya for infrastructure development and Constitutional reforms.
    • Acting for Umeme in the successful cross listing of its shares on the Nairobi Securities Exchange. The Umeme cross listing was the first of its kind, being the first company to successfully cross list on the Nairobi Securities Exchange. A&K was deeply involved in the initial listing in Uganda, oversaw the drafting of the Kenyan Information Memorandum, ensured compliance with all Kenyan legal requirements, provided a legal opinion on the cross listing and procured the requisite approvals from the Kenyan Capital Markets Authority and the Nairobi Securities Exchange to allow the cross listing to proceed. As part of the transaction, A&K had to liaise closely with the Kenyan Capital Markets Authority and the Nairobi Securities Exchange to assist in putting in place the necessary measures to allow for a cross listing onto the Nairobi Securities Exchange.
    • Advising SICPA Security Solutions S.A. in its bid to the Kenya Revenue Authority to provide a Track and Trace Revenue Collection System for various products including cigarettes and alcoholic drinks. SICPA Security Solutions S.A.’s bid, as overseen by A&K, was the only bid to comply with the technical assessment. Due to a budget issue, the procurement process has not been completed.
    • Acquisition of 100% of the issued share capital of Sukari Industries, a company engaged in milling and packaging of sugar.
    • Advising clients including Barclays Bank, on tax implications on acquisitions, reorganisations, tax planning for companies in Kenya and also in East Africa.
    • Acting for SABMiller International, the world’s second largest beverages company on the disposal of twenty per cent (20%) shareholding by its subsidiary, SABMiller Africa, in Kenya Breweries – Diageo Plc’s unit in Kenya. This was part of an agreement to end cross-shareholdings in each other’s operations and to allow SABMiller to enter the Kenyan market.
    • Advising Goldman Sachs on various derivative instruments including currency swaps, interest swaps, synthetic derivative instruments in Kenya.
    • Advising arrangements with African Development Bank, including reviewing and advising on the ISDA master agreement between Shelter Afrique and African Development Bank.
    • Acting for Pacific Wildcat Resources Corp., a company listed on the Toronto Stock Exchange, on its acquisition of a stake in Cortec Mining Kenya.
    • Acting for ADC Financial Services & Corporate Development, a Mauritian subsidiary of African Development Corporation AG, on its disposal of a stake in Resolution Health East Africa Ltd., a Kenyan entity, to LeapFrog Investments, including advising on tax issues.
    • Advising HNZ Group on an acquisition of Tazk Aviation subsidiaries and aircraft assets situated in Kenya and Tanzania, including addressing various tax issues such as the most suitable holding company jurisdiction, VAT, excise duty and corporation taxes from both a Tanzanian and Kenyan perspective.
    • Acting for a power generating company on a proposed project in Tanzania, including advising on the applicable tax regime in Tanzania and the most suitable jurisdiction to establish a holding company for the Tanzanian project company.
    • Acting for the buyers on their acquisition of one of the largest manufacturer of edible oils, soaps and detergents in Kenya, including advising on the transaction financing with a syndicate of banks and other lenders as well as the transaction structuring to achieve the best tax efficiencies for the client.
    • Advising the vendor on the sale of its majority shareholding in one of the largest private schools in Kenya to a consortium of shareholders (including an international private equity fund), including providing advice on the legal and tax due diligence exercise, undertaking remedial action and negotiating the share purchase agreement and shareholders agreement.
    • Advising the purchasers on their acquisition of a privately owned sugar company in Kenya, including undertaking a detailed legal, tax and regulatory due diligence investigation.
    • Acting for a leading sweets and confectionary manufacturing concern in Kenya, on the restructuring of its holding company structure in Kenya to achieve tax efficiencies.
    • Acting for a listed company on the structuring of its property development project through a limited liability partnership to achieve tax efficiencies.

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