Fayha Karimbux

Fayha Karimbux

Senior Associate | 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

    Fayha is a Senior Associate at ALN Kenya | Anjarwalla & Khanna and a member of the M&A team. She focuses on mergers and acquisitions, private equity and venture capital, restructurings, joint ventures and other corporate transactional work across various sectors and jurisdictions, providing both transactional and practical advice to clients on regulatory issues across an array of sectors including financial services (banking, insurance and asset management), technology, media & telecommunications, natural resources & energy.

    Fayha is an Advocate of the High Court of Kenya. Fayha completed her Training Contract with A&K prior to qualifying as an associate with the Firm. Before joining A&K, she previously worked at Shella Sheikh Associates & Advocates, in the capacity of Junior Lawyer.

  2. Professional Membership
    • Law Society of Kenya 
  3. Professional Qualifications

    2014: Postgraduate Diploma in Law, Kenya School of Law

    2013: Pre-Kenya School of Law Programme, Riara Law School, Riara University, Nairobi

    2011: LL.B (Hons.), Second Class Honours (Upper Division), Kingston University, London, United Kingdom

  4. Career Summary

    Jul 2020 – Date: Senior Associate, Anjarwalla & Khanna, Nairobi

    Aug 2018 – Jun 2020: Principal Associate, Anjarwalla & Khanna, Nairobi

    Feb 2016 – Jul 2018: Associate, Anjarwalla & Khanna, Nairobi

    Feb 2014 – Jan 2016: Trainee Lawyer, Anjarwalla & Khanna, Nairobi

    Apr 2012 – May 2013: Junior Lawyer, Shella Sheikh Associates & Advocates, Nairobi

  5. Publications
    • Co-author of the article ‘COVID-19 impacts – a gear shift for PE funds from deploying captial to risk mitigation’ for the African Private Equity and Venture Capital Association (AVCA) Legal & Regulatory Bulletin, May 2020
    • Co-author of the Kenya Chapter for the Geothermal Transparency Guide, 2017
    • Co-author of the Insurance M&A – Kenya Chapter – Fall 2017 Edition of the EMPEA Legal and Regulatory Bulletin
  6. Top Matters
    • Acting for GardaWorld Kenya in connection with the issue of a USD approx. 16 million dual currency medium-term note programme undertaken through a private placement guaranteed by the Canadian parent company GardaWorld Security Corporation. We acted as the legal advisers of GardaWorld Kenya and GardaWorld Security Corporation. We assisted with drafting various documents in connection with the bond issue which include the legal opinion on the Kenyan law requirements for the bond issue under the Information Memorandum and an opinion on the enforceability of the parent guarantee issued by GardaWorld Security Corporation.
    • Acting as lead international counsel for Amethis Fund II S.C.A., SICAR (Amethis), Proparco and Kibo, leading private equity firms, in connection with their follow on investment into Stratton Africa Holdings (Stratton), a Mauritian holding company for Merec Industries, Maputo Grain Terminal and Merec Mozambique, a wheat importation and value chain company based in Mozambique.
    • Advising Bohemian Flowers Limited, a joint venture between Veg Pro Limtied and Rainforest Farmlands Kenya Limited, trading as FleurAfrica and the Flower Investment Capital Fund in connection with the acquisition of the floriculture business carrried on by Oserian Development Company Limited. Work carried out by A&K included the due diligence over the assets of the floriculture business, structuring advice, both internally between the joint venture and externally in relation to the acquition of the floriculture business, drafting the relevant transactional documents, negotiating and completion of the acquisition of the floriculture business. A&K also provided advice on regulatory and compeititon approvals and assisted in obtaining the relevant approvals.
    • Acting for WS Atkins plc, (part of the SNC Lavalin Group, a Canadian headquartered global consulting engineering group) in connection with the sale of its Kenya subsidiary, Atkins Consulting Engineers Limited, by way of a management buy-out by the senior management team.
    • Advising Om Nom Nom in connection with its sale of its Kenyan subsidiary, Om Nom Nom Kenya, the francisee of both the Dominos Pizza and Coldstone Creamery franchises in Kenya to Eat ‘N’ Go.
    • Leading the core team at A&K in connection with the acquisition by KK Security (Rwanda) Limited of Agespro Group Limited, a private security services company in Rwanda. Work undertaken included coordination of the due dilligence exercise, drafting, negotiating and completing the acquisition and working in collaboration with ALN Rwanda in relation to the due diligence exercise and local law review of the transactional documents. Following completion of the acquisiton, the core team also assisted with the amalgamation of Agespro Group Limited with KK Security (Rwanda) Limited.
    • Part of the core team at A&K who were appointed as lead legal counsel for both: (i) WPP Scangroup plc, a Kenyan listed company; and (ii) International Research and Marketing Group Holding Limited in connection with their disposal of the Kantar Africa business. Work undertaken by A&K included the negotiation of the transactional documents, including the share purchase agreements, the shareholder circular, material information announcements, conducting regulatory and anti-trust reviews and assisting with the completion process, including obtaining relevant anti-trust (required across several jurisdictions beyond Kenya and including COMESA) and regulatory approvals, as well as the shareholder approval, this inlcuded working around the public gathering and health & safety bans and precautions due to the COVID-19 pandemic by creating an avenue for hosting the region’s first ever virtual/hybrid EGM and effecitvely creating a precedent for other listed companies. The transaction is part of the sale of the Global Kantar Group to Bain Capital and WPP plc following a change in strategy by WPP plc.
    • Part of the core team at A&K who were appointed as lead counsel for AfricInvest’s financial inclusion vehicle (FIVE) in connection with its equity investment of a 24.76% stake in I&M Bank (Rwanda) plc, a Rwandan listed bank, a landmark deal in Rwanda. A&K coordinated and conducted the due diligence exercise through the ALN network, drafted and negotiated the transaction documents, including the share purchase agreement and relevant stockbroker agreements and assistied with the completion process. The deal is regarded as a landmark deal in Rwanda as it is the first OTC deal in the country.
    • Acting for Bharti Airtel, a global telecommunications company with operations in 20 countries across Asia and Africa, as lead Africa legal adviser coordinating transactional, regulatory (telecom and mobile money) and competition advice over 14 jurisdictions across Africa in connection with: an internal restructuring of Bharti Airtel’s African group operations; a pre-IPO investment of USD 1.25 billion in a new holding company, Airtel Africa, by six leading global investors, including Warburg Pincus, Softbank, Temasek and Singtel; and lastly, a listing of Airtel Africa on the London Stock Exchange, one of the largest IPOs of an African business in the London market over a period of 18 months.
    • Acting for GardaWorld Security Corporation, a Canadian headquartered global company and one of the world’s largest security companies, in connection with their acquisition of Ultimate Security Tanzania which provides security services in Mainland Tanzania and Zanzibar.
    • Acting for a consortium of investors comprising AfricInvest Capital Partners, DEG, FMO and Proparco in an equity investment of approximately USD 50 million in Britam Holdings, a Kenyan listed insurance and asset management group with operations in Kenya, Tanzania, Uganda, Rwanda, Malawi, South Sudan and Mozambique.
    • Acting for Energy Access Ventures, a venture capital firm investing in companies active in addressing the challenge of a lack of access to electricity in Sub-Saharan Africa, in connection with an equity investment of up to USD 4.75 million in Holdco Solarise Africa. Holdco Solarise Africa is a Mauritian based holding company of Solarise Africa Holdings Kenya, a pan African company providing off-grid solar finance solutions to commercial and industrial clients.
    • Acting for GardaWorld Security Corporation in connection with their acquisition of Alpha Security Company, a Malawi company whose business is the provision of protective services in the form of alarm monitoring and response.
    • Acting for GardaWorld Security Corporation in connection with their acquisition of the entire issued share capital of Ursa Group, an international professional services, training and project management company with subsidiaries in Zambia and Malawi
    • Advising various insurance companies on issues to do with re-capitalisation of their businesses in order to ensure compliance with regulatory requirements, as well as providing general advice on the new minimum capital requirements.
    • Advising on a proposed acquisition of 4 mobile operating network companies around Africa, setting out various regulatory requirements to be met and leading the due diligence process.
    • Advising Econet Wireless Africa, a diversified telecommunications group with operations and investments in Africa, Europe, South America and the East Asia Pacific Rim, in connection with their proposed acquisition of the entire shareholding in a GSM mobile network operation.
    • Advising Bank AL Habib Limited, an international banking group on establishing a presence in Kenya through a Representative Office.
    • Advising Bechtel Corporation in relation to the Kenyan legal framework for Government-to-Government Agreements. The scope of work in relation to this matter included advising on aspects of regulatory framework and compliance forming part of the initial due diligence.
    • Advising Dubai Ports World regarding the options available for pursuing a direct award for the tender of O&M services for the second container terminal in line with the relevant Kenyan procurement laws.
    • Advising Engie Africa on the Kenyan legal framework relating to geothermal resources licencing. Completing a due diligence in connection with a proposed acquisition into an existing hydropower plant.
    • Advising PowerGen on the Kenyan legal framework relating to micro-grids in Kenya.
    • Acting as legal consultants to City-Yuwa Partners to provide certain consulting services in respect of a proposed project for the development, implementation and installation of a medical and hazardous waste processing plant in Nairobi. This plant will be the first of its kind in the region. Assisting with the preparation of pre-feasibility reports, inception reports, legal and regulatory due diligence in respect of the proposed project.
    • Advising Oman Trading International Limited on their multi-jurisdictional proposed subscription and purchase of shares in Hass Petroleum DMCC.
    • Acting for Telkom Kenya Limited with regard to the sale and lease-back of certain assets.
    • Acting for Equator Bottlers Limited in relation to the sale of its entire share capital to Coca Cola East Africa Limited.
    • Assisting is preparing advice to Catalyst Principal Partners with respect to its investment in Jamii Bora Bank Limited.
    • Advising Soular Backpack, an organised not-for-profit (NFP) entity registered in Canada, in relation to establishing a hybrid legal structure to carry out not-for-profit and for-profit activities in Kenya.
    • Advising Educating the Children, a registered charity in the United Kingdom with regard to their activities in Kenya.

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