Property and Real Estate
MMC Africa Law is one of the leading real estate Firms in Kenya. The Firm attends to clients both locally and internationally. The Firm has been involved in nurturing the real estate sector to the level it currently is. In this regard, the Firm has been involved in some of the most ground breaking projects in the country.
The Firm has a dedicated team which has developed a niche in structuring joint ventures for real estate developments and real estate investments. They also pride themselves in having extensive experience in handling sophisticated and complex transactions such as mixed use development which is an emerging market in real estate. The Real Estate Department is best known for its ability to structure and negotiate solid and complex real estate transactions on behalf of its clients. In addition, we have cultivated relationships within the various government institutions that enable us to hand hold our clients in obtaining all necessary approvals, permits and authorisations required in relation to their projects.
As part of value addition, we have offered training on land laws and land use planning to our clients in real estate.
Real Estate PPP Projects
- MMC is currently 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. This is one of the largest and among the first infrastructure projects to be undertaken in Kenya by the Government under the public private partnership model. MMC has been key in the completion of the feasibility study on the above project as well as conclusive conducting due diligence on the land involved therein.
Structuring of Real Estate Projects
MMC Africa Law has created a niche for itself in mixed used development structuring in Kenya and it is the go to law firm for any large mixed use transaction that requires experienced and expert lawyers to midwife the project. It offers boutique solutions that are unique for each transaction.
Some of the select transactions that we have handled include:
- Tatu City: We have advised Tatu City Limited one of the largest property developers in East Africa on the structuring of an entire city in the outskirts of Nairobi the capital city of Kenya. In this regard we have developed a master declaration of covenants and restrictions which shall act as the constitution of the city and which shall protect the viability of the city in perpetuity. We have also advised on the development controls as well as the service charge structure on the City together with the provision of trunk infrastructure. We are currently acting on behalf of the Developer in registration of end-user leases to the different purchasers. The project, which at completion will have 60,000 residents, includes elements of public private partnerships in the development and elements of infrastructure, in particular roads, water and sanitation.
- Tilisi Developments Limited: We are advising Tilisi Developments Limited on a mixed land use development on approximately 400 acres of land at the Tigoni area in Limuru Kiambu County. Tilisi is in the process of putting in place state of the art infrastructure and shall be selling serviced land to other developers who shall develop and sell the units to the end user. MMC has been involved in the legal structuring of the project including carrying out the feasibility studies which encompassed a detailed due diligence on the project land, tracing the root title of the project land, master planning, drafting of the development guidelines which set out all the rules and guidelines with respect to construction within the project and setting out of the Project’s covenants and restrictions. The Project is now selling the parcels to the Developers. At completion, the project is expected to have 10,000 residents.
- Kiambu Multigenerational Community Centre: We have advised Beulah City Limited in the setting up 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. We shall therefore be in charge of drafting the contractual documents to allow for the long term payment structure as well as ensuring that the homeowners are able to take possession of their units at completion of the construction. The contracts should allow for conversion of the interest to ownership at completion of payment as well as obtaining of a stake in the land owner by the homeowners.
- Africa Tenant Purchase Initiative: We are currently advising a client on structuring of real estate projects whilst partnering with SACCOs to provide both bridging finance and off takers for real estate projects. The concept is that in the long-term, the Saccos shall create marketable securities in the form of tenant purchase agreements that will be traded in the capital markets.
Urban Regeneration Projects
Joint Venture partnerships with governmental entities is a novel area of property development that is now taking root in Kenya. The Constitution of Kenya has now vested all public land to the people with the county government having the mandate to hold the same in trust for the people. Studies have shown that there is a big deficit in affordable housing especially in urban areas. Due to this deficit, county governments are now coming up with innovative ways to plug this deficit as it is the mandate of the government to provide housing to the public. Counties are now undertaking an aggressive program aimed at urban regeneration and renewal of old and dilapidated estates within the counties with the objective of renewing them into modern affordable housing for the residents to buy or rent.
We have handled the following projects with respect to the same:
- KCB Bank Limited Consortium: MMC Africa Law is the legal adviser to a consortium that includes one of the largest Bank in Kenya, KCB Bank Kenya Limited, that has won a tender to redevelop one of the estates in Nairobi, New Ngara Estate to construct a minimum of 1,300 modern and affordable housing units, a commercial centre, office blocks and other social amenities. We shall advise and negotiate the terms of the joint venture agreement with the County, the various transactional documents with the consultants in the project, legal documentation relating to the interest in the project land, structure the project financing for the cost of the development, structure the provision of the off-site trunk infrastructure with different governmental bodies, advise on a Master Plan for the project in line with the development and design vision, linkages between various parts of the physical parcel, services and common areas and participate in the review and interrogation of the sales and marketing strategy as well as the urban management strategy as well as the sales to the end users. We shall also be required to draft the various substantive contracts required to operationalise the joint venture agreement which include; a direct agreement in the event the joint venture is terminated, then another entity can take the place of the consortium and take over and finalise the construction and sales, the escrow agreement where the funds for the project shall be channelled and the different ways in which the construction costs and mark up for the county shall be treated and the different agreements with the technical experts.
- LANTech (Africa) Limited: MMC is the legal adviser to LANTech (Africa) Limited which has won a tender to redevelop one of the estates in Mombasa, Buxton Estate to construct a minimum of 2,500 modern and affordable housing units, a commercial centre, office blocks and other social amenities. We are advising on the terms of the joint venture agreement with the County, the various transactional documents with the consultants in the project, legal documentation relating to the interest in the project land, structure the project financing for the cost of the development, structure the provision of the off-site trunk infrastructure with different governmental bodies, advise on a Master Plan for the project in line with the development and design vision, linkages between various parts of the physical parcel, services and common areas and participate in the review and interrogation of the sales and marketing strategy as well as the urban management strategy as well as the sales to the end users.
MMC Africa Law has over the years built expertise in all matters relating to construction law. Our lawyers are well trained and versed in FIDIC Contracts and have advised several clients on matters relating to infrastructure contracts as well as construction contracts.
Some of the transactions include:
- Tilisi Development Limited: We have advised the client on the FIDIC Red Book as well as the White Book with respect to the construction of the main spine road, western and southern Junctions through the Tilisi land. The road includes carriageway cycle lanes, footpaths, storm water drainage, streetlighting and soft landscaping.
Real Estate Investment Trusts
Real Estate Investments Trusts (REITs) is another interesting area of practice that we are currently handling. The Capital Markets Regulations on REITS were enacted in 2013. We are in the process of structuring a D-REIT. We have already structured the project so as to create a bankable project that will be transferred to the REIT trustee. We are also handling the preparation of the various contracts relating to the REIT. The transaction will culminate in the application for licencing at the Capital Markets Authority and eventually listing at the secondary market of the Nairobi Securities Exchange.
Hospitality and Hotel Management
- Amboseli Golf Resort Hotel and Spa Limited: We are currently in the process of structuring a development that will incorporate a luxurious golf resort, time share units and holiday cottages on 400 acres of land. The proposed project shall sit at Amboseli near one of the world renowned park – Amboseli National Park. The project shall therefore seek to incorporate the wildlife and the surrounding nature in its concept. The project shall consist of a world class golf course which will comprise of an 18 championship holes, 9 executive holes and practice facilities, a hotel comprising of 220 bedroom accommodated in the lodge complex and 100 bedrooms to be sold as time share units, being four 3-bedroom cottages and 22 4-bedroom cottages and real estate plots. shall be required to negotiate and draft the terms of the golf construction contract with one of the best international golf designers, negotiate and agree on the terms of a management agreement between the client and the entity which shall manage the golf resort, hotel and spa. We are also negotiating the terms of financing for the project which shall be structured as a construction tourism facility.
- The Shaza Club: we are currently structuring the setting up of an exclusive members club based at the North Coast. The Club shall own extensive world class luxury hotel apartments together with restaurants, conference facilities, state of art recreational facilities and grounds. Individual purchasers shall invest by acquiring memberships in the club and having an exclusive use of the facilities. The members at the end of the transaction shall have a stake in the assets owned by the company and may participate in the profits and losses of the club.
MMC Africa Law continues being the go-to firm on all matters relating to structuring of property developments as well as the drafting of well thought out project documentation that will capture the vision and objective of the developer. We strive to ensure that our turn around times in all aspects of the project are very competitive to ensure that the interests of the client are well protected.
We have handled a myriad of residential developments from across the economic spectrum including the very high end to affordable and social housing.
Some of the select transactions are:
- Superior Homes Limited: We have advised the client in the structuring and sale of 600 residential units in Mavoko. The Estate, Known as Greenpark is a unique lifestyle development that offers the best of country living within easy reach of the city along the Nairobi- Mombasa highway.
- Richland Development Limited: We are representing HFDI the investment and development subsidiary of HF Group in a joint venture project that targets the middle class. We are advising the client on the structuring and sale of residential apartments on property measuring approximately 2.280 ha within Kiambu County. We shall also advise the client on project finance, negotiate and draft the various contracts required in the project and represent the client in the end sales to the home owners.
- Precious Heights Limited: we are representing the developer in the sale of more than 300 2 and 3 bedroom residential units in Dagorretti Riruta. We structured the various management companies that will own and manage the common areas as well as collect service charge.
- Zamani Business Park: Zamani Business an office development offering contemporary first-class offices and recreational spaces. It consists of 3,812 office spaces, 210 conferences and 693 bank and shops spaces. It is estimated host an average of 5812 visitors on a day to day basis. MMC Africa Law advised on the Master Plan for the project in line with the development and design vision, linkages between various parts of the physical parcel, services and common areas and participated in the review and interrogation of the sales and marketing strategy. We are currently handling the end-user sales and registration of leases.
- Bongo Court Limited: is a holiday homes development consisting of modern, spacious, 2 and 3-bedroom holiday apartments with parking space for 2 cars per unit, coupled with a serene environment and scenic views of the Aberdare Forest and Mount Kenya. It is adjacent to the Nanyuki Sports Club and offers access to some of the best private wildlife sanctuaries i.e Soliu Ranch and Ol Pejeta. MMC Africa Law has advised the client on the structuring and sale of residential townhouses on the property. We are currently handling the end user sales and registration of the leases.
- Twenty Twenty Red Hill Limited. We acted in the structuring and sale of 75 three and four bed villas comprised in a delightful gated community, each villa with its own unique architectural character set on the lush rolling grounds in Red Hill- Tigoni.
Commercial and Farm Land Leases
We are a key player in the creation of commercial leases and farm land leases. Some of the top transactions that we are currently handling include:
- Institute of Certified Public Accountants of Kenya-ICPAK: We are representing the client in the letting through commercial leases of ICPAK Towers, an eleven storey building located along Thika Superhighway.
- Goodman Agencies Limited: We are representing the client in the leasing of Goodman Towers an office block located along Waiyaki Way.
- Loldia Ndulele Limited: We have advised and structured the leasing of farmland in Naivasha for the growing of horticultural crops. The Structuring included advise on all the equipment to be installed in the farm as well as their use and the exit plan of the lessee.
- Colourcrops Limited: We have advised the client in the leasing of 46 hectares of land in Laikipia County for the growth of horticultural and floricultural crops with the lessee having a pre-emptive right of purchase of the land at their option.
Land Use and Planning
We have partnered with professional urban planners to advice our clients on masterplanning of large mixed use developments including Tatu City and Tilisi. To this end, we have devloped the structure plan zoning the land into different zones depending on their usage and linkages to other parcels. We have also come up with the development guidelines setting the controls that will guide the construction of any building within the land.
We have also assisted clients in obtaining of approvals relating to change of use, amalgamation, subdivision and extension of leases both at the County Government Level and the National Government Level. We have in this regard obtained approvals for the planning briefs and procuring letters of no object from the various governmental agencies, interacting with the Director of Physical Planning, Director of Surveys, National Land Commission and Ministry of Lands for purposes of obtaining the new titles. The following are some of the transactions we have handled in this regard:
- Tilisi Developments Limited: we procured the change of use of the 400 acre parcel in which Tilisi is being developed from agricultural to mixed use which includes light industrial, residential, commercial, recreational and social use.
- Precious Heights Limited: we procured the amalgmation of 3 parcels of land in which the development of residential houses are being erected into 1 title. We also procured change of use of the parcel from agricultural to multiple dwelling residential.
- Richland Developments Limited: we are in the process of procuring the subdivision of the property into 15 different parcels.
- Twenty Twenty Red Hill Limited: we procured the amalgamation of 3 parcels of land in which the development was being constructed into 1 parcel. We also procured the change of use of the parcel from agricultural to residential.
The law is very clear that one requires to ensure that any development is in strict compliance with the environmental laws as well as obtain all the approvals and licences necessary from the National Environmental and Management Authority. To this end, MMC Africa Law has established relationships with different professionals to ensure that when a client is planning for their project, they comply with all the environmental requirements as well as assisting them in obtaining the necessary approvals and licences. We also track and monitor the licences and advise the client on renewal and updating of the licences.
Accordingly, we have advised Tilisi Developments Limited with respect to the Strategic Environmental Assessment (SEA). This included stakeholder engagements and community relations as well as a regulatory review of all laws that would impact on various aspects of the developments and the environment.
We conduct comprehensive due diligence on behalf of our clients on any aproperty that they intend to purchase or develop on. The due diligence is not only limited to an official search at the relevant registry but includes a historical search of the property, tracing the root title, a search on any court cases affecting the property, survey due diligence, a review of the Ndung’u Land Report as well as the National Land Commission Report on public land. We issue comprehensive reports on any encumbrances, easements and wayleaves on the property.
Some of the select transactions include:
- Privatisation of the 5 public owned sugar companies: We conducted a due diligence on all the properties owned by Sony, Muhoroni, Miwani, Chemeli and Nzoia sugar companies and issued a report to the Privatisation Commission which formed a basis on the valuation of the sugar companies for purposes of sale to private entities.
- Kenya Railways Corporation: MMC Africa Law, as legal counsel of the Corporation, has been involved in a comprehensive legal due diligence exercise at the relevant government registries tapping into various issues affecting property interests within the SGR Corridor as well as reviewing on going cases filed in court to challenge the Project. MMC Africa Law is also reviewing the previous awards preferred by the Government in favour of various land owners. On completion, our due diligence report will inform the basis and inscribe the guiding principles and determinations in making a determination of the compensation sums, if any, payable to the owners of the properties affected. The duty to compensate land owners for land compulsorily acquired is a constitutional obligation.
The Firm is a key player in standard conveyancing transactions including sale and transfer of property as well as transmission of property from a deceased person to the beneficiaries.
We draft and review the contract documents for the sale and/or purchase to ensure that the client’s interest are well protected.
We also ensure that the client is kept up to date on the completion requirements as well as ensure that any registration formalities are done within the stipulated timelines.
We also draft various contractual documentation on behalf of our client including joint venture agreements between developers, financiers and land owners to ensure the success of various projects.
We are also members of the Kenya Properties Development Association in which we participate in setting policy for the streamlining of the regulatory framework and the operational environment of the property developers.
MMC is listed in the top tier of Kenya’s leading law Firms, which earned it a listing in the Chambers Global Listing of the World’s Leading Law Firms.
MMC’s Partners have been endorsed by IFLR1000 with Esther Njiru- Omulele being endorsed as a “leading lawyer” in Real Estate Law”.