Kelvin Gathara

Kelvin is an Associate Advocate in the Real Estate Department. He is forging a strong reputation in commercial and real estate transactions.  He has an excellent grasp of the law and an impeccable insight in drafting and reviewing legal documentation.

He has exemplary negotiating skills with attention to details. He has acted for various developers in structuring of developments, coordinating change of use for mixed use developments and also advised a variety of clients with respect to project finance and REITS.

Areas of Specialisation

  • Project Structuring
  • Corporate Restructuring
  • Capital Markets
  • Corporate Governance
  • Company Secretarial
  • Real Estate Development and Conveyancing
  • Banking and Finance

Top Matters

Real Estate

  • Currently part of the team advising major Real Estate Developer in Nairobi on the creation and set up of Real Estate Investment Trust (REITs) to be licensed by the Capital Markets Authority. This will entail conducting the legal due diligence, drafting of the Information Memorandum, the Trust Deed, Management and Custody Agreement and pursuing approval for the same with the Capital Markets Authority.
  • Currently advising Development Bank of Kenya Limited (DBK) and Industrial and Commercial Development Corporation(ICDC) in the sale and purchase of the Finance House along Loita Street in Nairobi. This transaction involves undertaking due diligence at the Ministry of Lands and Surveys Records, preparation of all the legal documentation relating to the sale of the Property, drafting notices to the current tenants in the Property advising them of the change of ownership, review of all the leases for the retained tenants, review of all material contracts entered into by DBK in relation to the Property which include provision of security services, cleaning services among others.
  • Currently advising Ubora Group Limited in structuring of Ubora Hospital, a world class hospital in Migaa Development. The transaction also involves capital raising from investors to be carried out either through raising of mezzanine financing by issuance of commercial instruments as well as by sale of units in the hospital.
  • Currently advising the Nairobi City County Government and the Ministry of Lands and Physical Planning on the process and issuance of titles to approximately 10,000 plot owners in Dandora Block G, Canaan Village Dandora, Dandora Ex-Muoroto/ Sharp Corner and Dandora Phase 1 to 5 Schemes within the east lands area of Nairobi County. The titling programme incorporates physical planning, preliminary survey, determination of rights and interest in land, survey of individual plots, publication of maps and issuance of certificate of title.
  • Currently advising the National Social Security Fund Board of Trustees (“NSSF”) with respect to processing and issuance of titles to approximately 5,000 plot owners in Tassia II and Tassia III under the special titling program undertaken by the Ministry of Lands and Physical Planning.
  • Advising Home Afrika Limited, a real estate developer in the acquisition of 1,000 acres and subsequently in the structuring of a mixed used development comprising of residential, commercial, retail and hospitality precincts.
  • Advising the client on the structuring and sale of residential apartments on property measuring approximately 2.280 ha within Kiambu County this includes project finance, negotiation and drafting of the various contracts required in the project and representing the client in the end sales to the home owners
  • Part of the team advising a client on the structuring and sale of a comprehensive sustainable multigenerational community centre having a mixed use which shall be set up on approximately 350 acres of land in Kiambu County. The investors shall be allowed to pay for their houses for a period of 20 years and shall also be entitled to other benefits which include education for 2 children and medical insurance. The homeowners shall be entitled to a share in the developer as well as a tenant purchase agreement which shall be converted to a share in the land owner and a lease for their unit upon completion of payment
  • Advised a major Real Estate Developer in Nanyuki on mixed use development, undertaking the change of user on the Grant, preparation of the Project Finance documents and review of the contract documents with the professionals, preparation of sale contracts relating to the end buyers.
  • Advising Bongo Court Development in Nanyuki the structuring and sale of 56, two and three bedroomed luxurious holiday apartments comprised in one of a kind holiday home development coupled with a serene environment and scenic views of the Mt. Kenya and the Aberdare.
  • Acting for Shanzu Beach Resort Limited in the structuring and sale of “The Shaza” which is said to be the most exclusive holiday homes resort in the East African Region. The Shaza is a beach front property in Mombasa.
  • Advising several developers in the structuring and sale of residential units in Nairobi, Nakuru, Kajiado and Kisumu Counties. This includes the management of common areas, application of service charge and drafting and registration of sales documentation

Banking and Finance

  • Part of the team that conducted a securities review and due diligence, advised Spire Bank Limited in respect of the various securities created by various borrowers in the favour of Spire Bank Limited prepared the due diligence report.
  • Advised KCB Bank Kenya Limited on its top 20 corporate borrowers with over KES 1 Billion facilities from the Bank. The transaction involved due diligence on the securities created and the ancillary contracts and agreements and the registration formalities.
  • Conducted trainings on the Companies Act, 2015 and the Insolvency Act to its bank clients and other financial institutions.
  • Undertaking securities review on the various securities perfected in favour of banks and recommending the way forward to reduce the risk exposure to the respective banks in the event of recovery.
  • Acted for various banks in complex takeover transactions.

Corporate Commercial 

  • Part of the team advising the Privatization Commission of Kenya as part of Consortium Led by Ernst A& Young, on the ongoing privatization of the five government owned sugar companies in the western sugar belt of Kenya and on the due diligence on these companies and on the best structure of privatizing these companies.
  • Advising Co-op Trust Investment Services Limited on the creation and set up of Co-op Unit Trust Scheme, licensed by the Capital Markets Authority. Specifically involved in conducting the legal due diligence, drafting of the Information Memorandum, the Trust Deed, Management and Custody Agreement for their Money Market and Balanced Funds and pursuing approval for the same with the Capital Markets Authority.
  • Part of the team advising the PPP Unit of the National Treasury in the development of hostels for five public universities through a PPP model, the work includes designing, building, financing and operating university hostels through the private sector, and an outline of parameters governing suitable PPP models to be rolled out to other projects. This involves providing legal advice on structuring for the specific project but also includes a wide evaluation including but not limited to assessing current laws, acts, regulations, administrative directives , policies, university mandates, and institutional assessment to ascertain the validity and viability of the PPP structure generally and for the project, including the Contracting Authority’s capacity to manage and monitor the implementation of the project once operational and recommend required changes to improve the governance and regulatory regime
  • Restructuring and advising Home Afrika Limited in the listing of Home Afrika Limited in the Growth and Enterprise Segment of the Nairobi Securities Exchange.
  • Advised companies on re-structuring and reviewed the related documentation and drafted document for creation and financing of special purpose joint venture vehicles and the management agreements related to the structures.

Company Secretarial Services 

  • Facilitating the smooth operation of the Company’s formal decision making and reporting machinery.
  • Ensuring that Board procedures are followed and reviewed regularly.
  • Ensuring that the applicable rules and regulations for the conduct of the affairs of the Board are complied with and that all matters associated with its efficient operation are maintained.
  • Ensuring that each Board member is made aware of and provided with guidance as to their duties, responsibilities and powers.
  • Advising the Board as a whole and/or Board members individually with detailed guidance on discharging their responsibilities in the best interests of the Company.
  • Ensuring that all Board Committees are properly constituted and provided with clear terms of reference.

Languages

  • English
  • Swahili

Countries of Work Experience

  • Kenya
  • Corporate Governance Training by The Institute of Certified Public Secretaries
  • All Tax Training by Deloitte & Touché
  • Company Secretary (CS) (KASNEB)
  • Post Graduate Diploma in Law, Kenya School of Law, Nairobi
  • University of Nairobi, Bachelor of Laws LL.B. (Hons)