Karim M. Lalji

Karim M. Lalji

Partner | ALN Kenya | Anjarwalla & Khanna

Physical Address:

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

Postal Address:

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

Telephone:

+254 (0) 20 364 0000

Email Address:

  1. Background

    Karim Lalji is a Partner currently in the Projects and Infrastructure department of the firm. Karim principally advises on corporate and commercial law, oil and gas, energy, joint ventures, mergers and acquisitions, private equity, and on PPP’s and concession type arrangements.

    Karim is currently away in an academic sabatical at the Stanford Graduate School of Business in California, reading a Masters in Management as a Sloan Fellow.

    Karim advises primarily on sponsor/developer engagements to clients such as Actis, AIIM, Bechtel, DP World, Quantum Power, Ormat, Engie, Globeleq, Mota-Engil, IFC Infraventures, Elicio, Tullow, Africa Oil, Kenya Commercial Bank and Lake Turkana Wind Power Company amongst others. Karim’s notable new clients include Kenya Airways, Tembo Power, AVIC, Telkom Kenya, Berkeley Energy, Metier, BBOX, Fujita Corporation, Petredec, among others. Karim has worked on cross border projects as evident by acting for Berkeley Energy in connection with its proposed acquisition of several power generation and development assets from Tozzi Renewable Energy in Madagascar.

  2. Professional Qualification

    2011Postgraduate Diploma in Law, Kenya School of Law

    2010: Legal Practice Course, College of Law, London Moorgate

    2009: LL.B (Honours), King’s College, University of London

  3. Career Summary

    Jul 2021 – Date: Partner, Anjarwalla & Khanna, Nairobi

    Jul 2017 – Jun 2021: Senior Associate, Anjarwalla & Khanna, Nairobi

    2016 – Jul 2017: Principal Associate, Anjarwalla & Khanna, Nairobi

    2012 – 2015: Associate, Anjarwalla & Khanna, Nairobi

    2010 – 2012: Trainee Lawyer, Anjarwalla & Khanna, Nairobi

  4. Top Matters
    • Acting for Kenya Airways, the flag carrier and national airline of Kenya, in connection with the proposed consolidation of the entire Kenyan aviation sector, including drafting and negotiating all the proposed legislation including a new Aviation Bill, amending numerous other legislation and transaction documents, and advising on legal and regulatory issues around implementation of the project.
    • Advising Kenya Airways, the flag carrier and national airline of Kenya, in connection with the creation of a government owned entity which will hold and govern all aspects of the Kenyan aviation sector, including management and operations of Kenya Airways, Jomo Kenyatta International Airport, the Kenya Airports Authority and the operation and management of 53 smaller airports and airstrips across Kenya.
    • Advising Berkeley Energy, a renewable energy fund manager investing in Asian and African emerging markets, in connection with its proposed acquisition of several power generation and development assets from Tozzi Renewable Energy in Madagascar, including drafting and negotiating the primary transaction documents and coordinating counsel in Madagascar and Mauritius. As part of the transaction, Berkeley also entered into joint venture arrangements with Tozzi Green S.p.A.
    • Acting for the sponsors of the 310MW Turkana Wind Power Project (the largest power generation project in Kenya, designed to provide at least 30% of the country’s power demand), including structuring and negotiating the equity financing with Alywych, Norfund, FinnFund, IFU and Vestas and a bankable 20-year power purchase agreement on a take or pay basis with Kenya Power and Lighting Co. (KPLC); negotiating a credit enhancement package with KPLC, GoK, and the ADF; advising on the debt financing with AFDB, Standard Bank of South Africa, NEDBANK, EIB, DEG, Proparco, Eksport Kredit Funden, PTA Bank, and EADB; reviewing and negotiating various engineering, procurement and supply agreements (EPC) with Vestas, Siemens, Civicon and Seco; as well as advising on land acquisitions and all regulatory matters, including interface with the Ministry of Finance, Ministry of Energy, Kenya Revenue Authority, Competition Authority and Attorney General’s office. This transaction was awarded the African Renewables Deal of the Year 2014 by both Project Finance International (PFI) and IJGlobal Europe & Africa Awards.
    • Acting as legal consultants to City-Yuwa Partners, a Japanese law firm, who had been instructed by Crown Agents, an international development company, to provide legal advisory services in respect of the development, implementation and installation of a medical and hazardous waste processing plant in Nairobi with the project being financed through a government-to-government grant made available by the Government of Japan to the Government of Kenya, including assisting with the preparation of pre-feasibility reports and inception reports; a legal and regulatory due diligence in respect of the proposed project; providing structuring and tax advice; and assisting in the process of selecting the preferred bidder, including preparing the tender documents and all applicable project contracts (such as the construction and O&M agreements).
    • Acting for the sponsors on three separate geothermal power projects in Menengai, Kenya which in the aggregate will generate 100MW and cost approximately USD 250 million, including drafting, negotiating  and concluding three power purchase agreements with KPLC, three project implementation and steam supply contracts with Geothermal Development Company (the government owned entity responsible for drilling 1,400 steam wells to generate 5,000MW of power) (GDC), three project guarantees with ADF to secure KPLC and GDC payment risk; drafting and negotiating the EPC, O&M and related construction and other agreements. The sponsors of these three projects include (i) Quantum Power (a leading international power developer); (ii) a consortium comprising Ormat (a leading international geothermal developer), Transcentury (a leading Kenyan infrastructure company) and Symbion Power (a leading international power developer); and (iii) Sosian Energy (a local power developer).
    • Acting for the sponsor, Triumph Power Generating Company, in connection with the development and financing of an 81MW thermal power plant in Athi River, Kenya, including drafting and negotiating a turnkey engineering procurement and construction contract with XJ International Engineering Corporation of the People’s Republic of China (a wholly owned subsidiary of the China State Grid Corporation involved in domestic & international power projects in hydro, coal-fired and oil-fired power generation, transmission and distribution (“XJ”)); drafting and negotiating: a long term operations and maintenance agreement between the project company and XJ, a bankable 20 year power purchase agreement between the project company and KPLC, and a fuel supply agreement; structuring a credit enhancement package for the project company including, drafting and negotiating a PRG Support Agreement and Project Agreement with KPLC, the GoK and the International Development Association in relation to the issuance of an irrevocable on-demand letter of credit by JP Morgan to mitigate against any off-taker payment default as well as the related GoK political risk letter of support; providing legal advice with respect to all debt financing arrangements including: drafting and negotiating a USD 102 million loan agreement to finance the construction and operation of the power plant with The Standard Bank of South Africa and The Industrial and Commercial Bank of China (as mandated lead arrangers and lenders); and negotiating all ancillary agreements including, a debenture and a charge over land as well as other financing contracts such as the sponsor subscription deed, accounts agreement, and hedging agreement.
    • Advising Bechtel, one of the world’s largest infrastructure and construction companies, in connection with the construction of the Nairobi – Mombasa Expressway, including advising on all legal and regulatory aspects of the project, such as procurement, roads development, construction law, labour law, financing and fund flow structures, choice of law and dispute resolution clauses, and environmental liability issues.
    • Acting for the Government of Kenya on the first ever coal concession (Blocks C and D, Mui Basin) to be granted by the Government to Fenxi Mining (China) on a public private partnership basis negotiated and drafted a Benefit Sharing Agreement and Investor Agreement which was signed in December 2013.
    • Acting for Africa Infrastructure Investment Managers, General Electric and the International Finance Corporation, sponsors of a 100MW wind powered generation facility in Kipeto, Kajiado, the second largest wind project in Kenya, including drafting and negotiating the power purchase agreement on a take or pay basis with Kenya Power and Lighting Company, the Government of Kenya’s support letter and other government related contracts as well as advising on land matters and construction agreements.
    • Acting for Elicio NV and International Finance Corporation among others, the sponsors of a 90MW wind powered generation farm in Mpeketoni, Lamu on the coast of Kenya, owned by Electrawinds, including reviewing and negotiating the power purchase agreement on a take or pay basis with the Kenya Power and Lighting Company (KPLC) and advising on various equity, land, management and regulatory matters.
    • Advising responsAbility Investments, one of the world’s leading independent asset managers specializing in emerging market investments, in connection with enforceability in Kenya of foreign law governed promissory notes issued by a Kenyan obligor, including reviewing template promissory notes prepared under Luxembourg and Switzerland law, identifying Kenyan law issues and making the necessary amendments, and advising on the capacity of the Kenyan obligors to issue the promissory notes and the enforceability of the promissory notes in Kenya.
    • Acting for the Aga Khan Development Network and the Aga Khan Trust for Culture in connection with their proposed rehabilitation of the Nairobi City Park, including advising on elements of the project valued at USD 30 million.
    • Advising a leading international private equity fund in connection with its investment into a Kenyan Bank, including carrying out due diligence, drafting of transaction documents and providing regulatory advice on banking regulations and mergers and acquisitions.
    • Acting for Tullow Oil, a multinational oil and gas exploration company, in connection with the development of a pipeline in Kenya that will carry oil discovered as a result of drilling in the northern part of Kenya to a port in Mombasa and Lamu and export internationally, including carrying out work on the environmental health, safety and social aspects of the pipeline project and carry out a regulatory review of all applicable laws in Kenya related to the pipeline project and well as the licences, permits and consents required under Kenyan legislation for the pipeline project.
    • Acting for Deutsche Investitions-und Entwicklungsgesellschaft mbH (DEG) and Société de Promotion et de Participation pour la Coopération (Proparco), in connection with their principal and mezzanine debt financing of the 40 MW solar power plant being developed by Alten Solar in Kenya, including reviewing all project agreements and government related agreements, conducting due-diligence on various aspects of the project, providing regulatory and other advice on a host of matters regarding the project, and assisting with the review of conditions precedent to bring the project to financial close.
    • Acting for one of the largest pension funds in Africa with respect to its investment in a 318MW combined cycle gas turbine electricity generation facility in Tanzania, including undertaking a detailed legal and regulatory review of the power sector in Tanzania and reviewing and providing advice in respect of the key terms and conditions of the power purchase agreement, the implementation agreement, the gas supply agreement and the Government of Tanzania letter of support for the Project.
    • Acting for a consortium led by Kiewa Group in connection with a joint venture with the Nairobi County Council for the redevelopment of the Old Ngara Estate within Nairobi City County at an approximate cost of USD 70 million, including undertaking a regulatory review for the project, conducting due diligence on the title for the land, setting up a special purpose vehicle (SPV) for the consortium, drafting a shareholders agreement in relation to the SPV and reviewing the joint venture agreement between the SPV and the Nairobi City County.
    • Acting for Biojoule Kenya, a biogas electricity producer plant located on a 800 hectare Gorge Farm near Lake Naivasha Kenya, in connection with the production of 2.6 MW of power supply from crop waste, including reviewing and negotiating power purchase agreements with Kenya Power and Lighting Company (K) and large private farms in Naivasha and advising on various regulatory and land related matters.
    • Acting for Solarjoule, an independent power producer focused on building and managing utility-scale solar PV plants in East Africa, in connection with the development of a 10MWp solar PV power plant in Kenya, including drafting and negotiating a power purchase agreement with KPLC, advising on various legal regulatory issues relating to undertaking a power project in Kenya, and advising on land acquisition issues.
    • Acting for Africa Oil Corp., one of the top two holders of exploration blocks in Kenya, in connection with its application to graduate from the Toronto Stock Venture Exchange to the main board of the Toronto Stock Exchange, including conducting due diligence on the company’s production sharing contracts and its interests in Kenyan Blocks 9, 10A, 10BA, 10BB, 12A and13T.
    • Advising Tullow Oil, a FTSE 250 oil company with significant East African assets, in connection with its current and proposed oil and gas regulation in Kenya on its operations in Kenya, including advising on the country’s new oil and gas regime, reviewing Tullow’s existing production sharing contract, and counselling on other oil and gas matters.
    • Acting on the development of Edenville, a medium-cost housing estate (about 700 units) in Kiambu (on the outskirts of Nairobi), including advising on the purchase of 62 hectares of land; advising on equity and debt raising; drafting and negotiating the subscription, shareholders agreement and project and syndication management agreement; assisting in negotiations with the bankers to provide bridge finance as well as mortgage finance for buyers; and drafting the letter of offer and agreement of sale and lease.

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