Juliet Mazera

Juliet has a wealth of experience in commercial transactions including mergers and acquisitions (M&A), project finance and energy and infrastructure projects.

She was the legal advisor to Ukwala Supermarkets in the acquisition of its supermarket’s business by Choppies. She recently advised a local financier in its financing of one of the first road annuity projects in Kenya. She has also recently been involved in advising clients in the ICT space on the effect of the European Union’s General Data Protection Regulation (GDPR) on their operations in Kenya. Juliet has in the past also worked on exclusive Islamic finance transactions in Kenya.

She has been ranked by IFLR1000 as a “Rising Star” in the practice areas of Banking, Islamic Finance and M&A in the Energy and Real Estate sectors.

Areas of Specialisation

  • Corporate, Mergers & Acquisitions
  • Capital Markets
  • Public Private Partnerships (PPPs) and Infrastructure Projects
  • Energy, Oil & Gas
  • Project Finance
  • Islamic Finance
  • Intellectual Property

Top Matters

Corporate, Mergers & Acquisitions

  • Currently advising on the legal structuring of an internet-based jobs creation and management platform being developed by a leading integrated technology solutions provider. This project is important as it will help shape the data protection regime which is still in the development stages in Kenya. The platform also exhibits a unique confluence of typically unrelated legal regimes such as employment, communications, privacy and data protection, consumer protection and
    intellectual property.
  • Currently advising a leading integrated technology solutions provider contracted by the Kenyan Government through the Ministry of Health (MOH) to undertake the development of an in-built service solution in medical equipment to provide a unified hospital solution from the design, equipment and service for patient flow management, clinical interpretations, patient scheduling, patient work flow and queue management in 98 hospitals in Kenya. This project forms an integral
    part of MOH’s Managed Equipment Service (MES) project which aims to ensure that relevant medical information is readily available to address the Kenyan health care challenges subject to the local and global data protection standards including the European Union’s General Data Protection Regulation (GDPR).
  • Acted as local counsel for Biobest NV (which has its headquarters in Belgium and has been described as a leading global player in pollination and biological control of pests and diseases) in its acquisition of shares in The Real IPM Company (Kenya) Limited (a leading Kenyan company in biological crop solutions and pest control in East Africa).
  • Acting for a shareholder in a share swap with another shareholder involving a group of companies in various counties in Eastern Africa which both the shareholders had shares in.
  • Advised on the acquisition of the business of Ukwala Supermarkets (a Kenyan supermarket chain) by Choppies (a regional supermarket chain) based in Botswana with a transaction value of over KES 1 Billion and subsequently negotiated an asset purchase agreement in respect of the said acquisition.
  • Advised clients on the grounds of appeal against the conditional approval given by CAK regarding the acquisition of part of the business of Ukwala Supermarket by Tusker Mattresses Limited (Tuskys), one of the leading supermarkets in Kenya.
  • Prepared and negotiated the letter of offer, subscription agreement, the share purchase agreement, shareholders agreement and other ancillary documents for acquisition of 50% shares in a company owning a high end shopping mall in Nairobi.
  • Advising and preparing documents for the acquisition of paint manufacturing group of companies in Kenya, Uganda and Tanzania.
  • Advised the minority shareholder in the restructuring of the shareholding in an actuarial, employee benefits and retirement fund administration and consulting provider in Kenya.
  • Advised an international security firm with a head office based in Australia looking to meet and engaging local security services firms with an intention to partner, acquire a stake or complete acquisition to gain an entry into East Africa and the general African market.
  • Negotiated an asset purchase agreement in respect of the acquisition and transfer of the business of a cellotape-making company.
  • Undertook a due diligence exercise in respect of the acquisition of a company that owned a flagship business park located in Nairobi.
  • Acted for a Tanzanian investor on the acquisition of a petrol station in Mombasa. The work involved advice on licences required from the regulators.
  • Advised on the acquisition of a mining company with a special licence to mine phosphate and limestone in Kilifi County.
  • Acted as legal counsel to Oman Expo and advised on in its joint venture activities in Kenya with a company incorporated in Germany and its subsequent establishment of a legal presence in Kenya.
  • Advising on a joint venture agreement regarding the management of a chain of hotels in Kenya and a review and amendment of the relevant articles of association.
  • Advised on a joint venture agreement between various stakeholders in an asset management company that is to be licensed by the Capital Markets Authority.
  • Advised CCTV, the major broadcaster in China on establishing a legal presence in Kenya and on setting up an African regional hub.
  • Prepared a shareholders’ agreement between various families holding shares in a company owning a hotel in Kenya.
  • Advised clients on a joint venture relating to the construction of a proposed residential apartment complex in Pangani and prepared the relevant joint venture agreement between the developer and the Nairobi property owner.
  • Advised a company on the establishment of a peer-to-peer lending platform in Kenya.
  • Undertook due diligence in respect of the acquisition of a petroleum company that had petrol stations all over Kenya.
  • Prepared a joint venture agreement in respect of the supply of petroleum and petroleum products between two oil companies.
  • Advised a client on the environmental laws and regulations governing sand harvesting in Kenya and prepared a sand harvesting agreement between the client and a sand harvesting SACCO.
  • Advised a spare engine financing and leasing company based in that specializes in providing short, medium, and long-term spare engine support packages for the airline industry on the laws relating to aircraft engine leasing arrangements in Kenya.
  • Advised on the purchase of an aircraft (Eurocopter EC130B4) and reviewed the relevant aircraft sale and purchase agreement.

Public Private Partnerships (PPPs), Energy and Infrastructure Projects

  • Currently advising the Kenya Airports Authority (KAA) on a privately initiated investment proposal (PIIP) from Kenya Airways (KQ) proposing the concession of certain operations and management of the Jomo Kenyatta International Airport to KQ.
  • Currently advising on the development, operation and maintenance of a 300-bed private hospital by Kenyatta National Hospital, the largest national referral, teaching and research hospital in East Africa to be undertaken as the first health sector PPP.
  • Currently advising acting as the lead legal counsel acting for the PPP Unit, National Treasury in the Kenya Infrastructure and Public Private Partnership project for construction of hostels in five public universities in Kenya.
  • Part of the members of the consortium advising the Kenya Railways Corporation on the legal and regulatory framework governing railways and metropolitan railway operations in Kenya which was aimed at assisting the Kenya Railways Corporation in the design of the Mass Rapid Transport System for the Nairobi Metropolitan Area.
  • Advised an international firm interested in undertaking the construction of the Nyali Bridge (under a PPP model) on all legal aspects of PPP projects in Kenya.
  • Negotiated and prepared a revenue collection agreement between a county government and a client company that had won a tender to collect revenue on behalf of the county government in terms of rates, rent and parking fees.
  • Legal advisor on the government-to-government collaboration between GOK and China National Petroleum Corporation (a state corporation based in China) in a proposed transaction to develop up to 350MW of geothermal power.
  • Acting for a leading international real estate development and investment company based in Nairobi on the redevelopment of old housing estates within Nairobi City County under joint venture partnership with the Government of the Nairobi City County.
  • Part of a team that acted on behalf of a regional investor (who had won a tender to extend an oil pipeline from Eldoret, Kenya to Kampala, Uganda) in its negotiations with the host Governments of Kenya and Uganda.
  • Advised on the establishment and construction of a LPG facility at the Port of Kilindini in Mombasa and in this regard prepared a Licence Agreement and General Works and Installations Agreement between the Kenya Ports Authority and the client.
  • Acted on behalf of Stima SACCO in the preparation of a water reticulation agreement with regard to its residential development in Vipingo, Kilifi County.

Project Finance

  • Currently acting for a Mauritius-headquartered wholesale telecom infrastructure provider (who owns 2,728 km  of terrestrial fibre in Uganda and up to 50 Gbps capacity in The East African Marine System (TEAMS) through its 1.25% shareholding in the undersea cable system), operating under licences in each of Kenya, Rwanda, Tanzania and Uganda and also serving Burundi, DRC, Ethiopia, South Sudan and Zambia in obtaining financing amount to USD34M from multiple lenders who include debt funds and development financial institutions to fund its various projects in the named countries.
  • Acted for a local bank in the financing of the construction of roads in Kenya contracted by the Kenya Rural Roads Authority (KERRA) under the Road Annuity Programme through debt finance in the amount of USD60M.
  • Acted as legal counsel for a company manufacturing and supplying cement in Kenya in relation to the financing of the expansion of its cement plant through equity and debt finance totaling about USD45M.
  • Prepared financing and security documents in respect of the financing of the development of a cement plant in Vipingo in Kilifi District by one of the leading banks in Luxembourg in the amount of USD17M.
  • Prepared financing and security documents in respect of a multilateral bank’s financing of the construction and finishing of a 10-storey, 3-tower office complex in Westlands, Nairobi.
  • Part of the legal team who acted for IFC in its financing of a regional group of companies in respect of their construction contracts including roads, water, sewage, and building works in Mauritius, Kenya, Uganda, Tanzania, Zambia and other Eastern and Southern African countries where the group of companies operated.

Capital Markets

  • Currently advising a private company in the entertainment industry on its intended listing on the Growth Enterprise Market Segment of the Nairobi Securities Exchange which will see the company expand its revenue streams and increase its access to capital. My role includes conducting a limited due diligence exercise on the company, converting the company from a private to a public company and drafting all the requisite documents for the transaction.
  • Currently advising on the structuring of an asset backed security (ABS) involving a power generating company which plans to securitise its receivables pursuant to various power purchase agreements into asset backed securities which are to be offered at the securities market.
  • Advised on the issuance of convertible notes by Nairobi Business Ventures (NBV), a leather products retail chain operating under the brand name “K Shoe” and the only Small and Medium Enterprise listed on the ‘Growth and Enterprise Market Segment (GEMS) of the Nairobi Securities Exchange. Tasks included advising on the structuring of the intended issuance of the notes, the requirements for compliance with the requirements of the Capital Markets Authority Act, Chapter 485A, Laws of Kenya and the regulations made under the Capital Markets Act and in particular the need for compliance with the provisions of the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations, 2002. MMC Africa Law, in conjunction with NBV’s other transaction advisor to NBV, ABC Capital Limited, drafted a circular to shareholders of NBV together with a notice of the intended Annual General Meeting of NBV which were approved by the Capital Markets Authority (CMA) for publication and passed by NBV’s shareholders.

Islamic Finance

  • Currently advising on the set up of a Shari’ah compliant education fund to enable students who profess the Muslim faith to access financing for their higher education in Kenyan Universities.
  • Advised a leading Islamic bank with regard to its launch of the first Shari’ah compliant credit card in East and Central Africa.
  • Acted for a leading Islamic bank in Kenya in a security agency arrangement entered into with a multilateral development financing institution located in Jeddah, Saudi Arabia (whose purpose is to foster the economic development and social progress of member countries and Muslim communities) for the financing of the acquisition of a commercial building under a murabaha financing arrangement.
  • Acted as counsel for an African regional development financial institution in a wakala transaction (a Shari’ah compliant type of financing facility) in respect of Tier II financing to a local bank for up to USD17M.
  • Acted for a leading Islamic bank in the financing of the acquisition of petroleum by an oil marketer for up to USD3M.
  • Prepared a compliance manual for a leading Islamic bank in Kenya.
  • Prepared and standardised Shari’ah compliant precedents for a leading Islamic bank in Kenya and also for a conventional bank with an Islamic banking window.
  • Prepared Shari’ah compliant precedents (on behalf of a bank) for their security documents including but not limited to debentures, charges and chattel mortgages.
  • Advised a leading Islamic bank in Kenya on the review of registerable and non-registerable security documents and remedial steps to be taken in the case of faulty or defective securities.
  • Prepared template facility agreements on behalf of a leading Islamic bank in Kenya including but not limited to facility agreements relating to murabaha, diminishing musharakah and ijara facilities.
  • Prepared for a leading Islamic bank in Kenya the terms and conditions for the operation of various bank accounts.

Intellectual Property

  • Advised Oilibya and undertook the trade mark registration of over 30 of their brands in Kenya including “Oilibya”, “MyAutocare”, “MyCafe”, “MyChemist”, “MyLube”, “MyShop”, “MyTyrecentre”, “MyWash”, “Qwetu”, “Accel”, “Deomax”, “Gearoil”, “Hydrol”, “Rev”, “Tempo”, “Torq” and “Mpishi”.
  • Advised Mara Group Holdings Limited in the registration of their trade marks in the hospitality and telecommunications sectors including “Mara Group”, “Mara Telecoms” “Mara Hospitality” and “Mara Financial Services” and “Mara Technologies”.
  • Advised Global Tea & Commodities Limited in respect of the registration of trade marks for their various brands of tea including “Baraka Chai”, “Gold Crown Tea”, “Good Morning Tea”, “First Choice”, “Gold Crown Jewels Macadamia Nuts”, “Lion Tea”, “Mama’s Choice”, “President Tea”, “Savoy Tea” Simba Viva and “Sunrise Tea”.
  • Advised Gold Crown Foods (EPZ) Limited in respect of the registration of trade marks for their various brands of tea including “Livingstone Tea”.
  • Advised Fine Soaps Limited and undertook the registration of their marks in respect of various brands of soap including Advised Fine Soaps Limited and undertook the registration of their marks in respect of various brands of soap including “Savon Citron”, Savon Citron Plus”, “Medisun” and “Kimsa”.
  • Advised Multi Tools (Kenya) Limited undertook the registration of their trade mark “Masalta”.
  • Undertook the registration of trade mark of the logo for Riley Packaging Uganda Limited, a company based in Uganda who have been described as “one of the largest, most modern corrugated-board factory in East Africa”.
  • Undertook the renewal of registration on behalf of Gold Crown Beverages (Kenya) Limited in respect of its trade mark “Kericho Gold”.
  • Advised on the assignment of a trade mark used by a regional water bottling company.
  • Advised local poets on the local and international intellectual property laws relating to protection of their literary works.

Languages

  • English
  • Swahili

Countries of Work Experience

  • Kenya
  • Tanzania
  • Uganda
  • England
  • Post Graduate Diploma in Law, Kenya School of Law.
  • Bachelor of Laws LL.B, University of Nairobi, Kenya.
  • Juliet was ranked by IFLR1000 as a “Rising Star” for the year 2017 in the practice areas of Banking, Islamic Finance and M&A in the Energy industry.
  • Juliet was ranked by IFLR1000 as a “Rising Star” for the year 2018 in the practice areas of Banking, Islamic Finance and M&A in the Energy industry.
  • Juliet was ranked by IFLR1000 as a “Rising Star” for the year 2019 in the practice areas of Banking, Islamic Finance and M&A in the Energy industry.
IFLR 1000 Rising Star 2017.fw
IFLR 1000 Rising Star 2018.fw
IFLR 1000 Rising Star 2019