Rwanda

Experience

• Cliffe Dekker Hofmeyr (Kenya) represented Goodwell Investments, the leading Netherlands-based impact investment firm.  Our Kenya-based corporate/M&A team advised Goodwell Investments on its investment of €150 million in Souk Farms IG Rwanda, one of the largest growers and exporters of a variety of fruits and vegetables across Europe and the Middle East.  Our role included conducting a due diligence exercise and preparing a due diligence report; reviewing, amending, and negotiating a convertible loan agreement as well as the transaction documents, including a share subscription agreement, shareholders agreement, share retention agreement and other required documents; and overseeing the fulfilment of conditions precedent and the completion of the transaction.  Our expertise in share subscriptions and other forms of equity investment enabled us to seamlessly navigate the complexities of this complex cross-border transaction to achieve a favourable outcome for our client.
• Cliffe Dekker Hofmeyr (Kenya) represented Creadev International, the leading France-based private equity firm; and ARAF, a Kenya-based venture capital fund designed to enhance the livelihood andclimate resilience of people in Africa.  Our Kenya-based corporate/M&A team advised Creadev International and ARAF on their investment in Victory Farms, East Africa's fastest growing aquaculture venture.  Creadev International led the US$35 million Series B raise and was joined by ARAF, DOB Equity, Endeavour Catalyst Fund and Hesabu Capital. Our team’s work conducting legal due diligence on the target and its subsidiaries in Kenya and Rwanda; assisting with reviewing and negotiating the share subscription agreement for purposes of recommending representations, warranties and conditions; assisting with reviewing and negotiating the disclosure letter; and assisting with pre-closing actions.  The East Africa fish supply deficit is estimated at circa 1 million metric tons per annum.  Aquaculture supplies only meet three per cent of this deficit.  This transaction is particularly significant as it will enable Victory Farms to expand its operations in Kenya, Rwanda, Ethiopia, Uganda and Tanzania, and provide a solution to East Africa's nutritional security challenge.  
• Cliffe Dekker Hofmeyr is representing PPC, the leading South Africa-based JSE-listed holding company for a group of companies which manufacture and distribute cement, lime and limestone products.  Our South Africa-based corporate/M&A team is advising PPC in respect of the disposal of its 51 per cent (358,641,960 ordinary shares) of the issued share capital of CIMERWA, which is listed on the Rwanda Stock Exchange, to National Cement Holding (NCH) for a purchase consideration equal to US$42.5 million, in terms of a sale of shares agreement.  This matter has involved significant issues of intellectual property and beneficial ownership, requiring the parties and their advisers to work collaboratively to propose innovative solutions.  This is exactly the kind of complex cross-border divestments in connection with which clients regularly turn to market-leading skills in this field.
• Cliffe Dekker Hofmeyr is representing PPC, the leading South Africa-based JSE-listed holding company for a group of companies which manufacture and distribute cement, lime and limestone products.  Our South Africa-based corporate/M&A team is advising PPC in respect of the disposal of its 51 per cent (358,641,960 ordinary shares) of the issued share capital of CIMERWA, which is listed on the Rwanda Stock Exchange, to National Cement Holding (NCH) for a purchase consideration equal to US$42.5 million, in terms of a sale of shares agreement.  This matter has involved significant issues of intellectual property and beneficial ownership, requiring the parties and their advisers to work collaboratively to propose innovative solutions.  This is exactly the kind of complex cross-border divestments in connection with which clients regularly turn to market-leading skills in this field.
• Cliffe Dekker Hofmeyr (Kenya) represented Investisseurs & Partenaires, the leading France-based impact investment group entirely dedicated to financing and supporting SMEs; and Novastar Ventures Africa Fund II, the leading venture capital firm which aims to design and execute innovative business models which serve the common good, generate returns and transform entire sectors.  Our Kenya-based fintech team advised Investisseurs & Partenaires and Novastar Ventures Africa Fund II on their respective investment into Fortem Holdings, the leading Mauritius-based based company.  Our work included drafting and negotiating the transaction documents including a share subscription agreement, shareholder's agreement, deed of adherence, convertible bond agreement and escrow agreement.  Our team also acted for Investisseurs & Partenaires on its investment into Umutanguha Finance Company (UFC), the leading Rwanda-based finance company.  Our work included carrying out a legal due diligence and managing and overseeing the process, which involved managing the information request list between UFC, managing the virtual data room, drafting status reports and drafting a due diligence report.  Here we demonstrate our status as trusted counsel to clients in connection with the full range of their investments in the fintech space in Kenya and cross-border.
• Cliffe Dekker Hofmeyr (Kenya) represented IDLO, an intergovernmental organization dedicated to the promotion of the rule of law, in its mandates across Africa.  Our Kenya-based employment team advised IDLO on employment and employment tax aspects on employees and consultants in the Republic of Rwanda in 2022 and in the Democratic Republic of Congo in 2023.  The work has involved drafting questionnaires on questions of employment law for example, the difference between hiring employees vis a vis consultants, immigration, statutory payments and deductions, local versus foreign employees as well as practical aspects of the structure of employment agreements ie payment of salaries in foreign currencies and settlement of statutory obligations within the various jurisdictions. The fact that CDH is engaged by IDLO to cover its Africa work further demonstrates our ability to understand employment legislation across Africa at the highest level.

• Cliffe Dekker Hofmeyr (Kenya) represented Creadev International S.A.S, a French private equity firm based in France, and Acumen Resilient Agriculture Fund LP (ARAF), a VC fund designed to enhance the livelihood and climate resilience of people in Africa, in their investment into Victory Farms, East Africa's fastest growing aquaculture venture.  Creadev led the US$ 35 million dollar Series B raise and was joined by ARAF, DOB Equity, Endeavour Catalyst Fund and Hesabu Capital.  Our role involved conducting legal due diligence on the target and its subsidiaries in Kenya and Rwanda, assisting in reviewing and negotiating the share subscription agreement for purposes of recommending representations, warranties and conditions, assisting in reviewing and negotiating the disclosure letter and assisting in pre-closing actions. 

   

   The East Africa fish supply deficit is estimated to be 1 million metric tons per annum. Aquaculture supplies only meet 3% of this deficit.  This transaction was important as it will enable Victory Farms to expand its operations in Kenya, Rwanda, Ethiopia, Uganda and Tanzania, so as to provide a solution to East Africa's nutritional security challenge.  Our role required a delicate balance in conducting thorough due diligence on Victory Farms for the investors' interests, whilst also providing workable solutions to challenges encountered, so as to enable the transaction to close. 

   

• We obtained a favourable outcome for AlphaMundi in the funding of Twiga Holdings.  Our team also represented AlphaJiri Investment Fund, the leading Mauritius-based investment fund, through AlphaMundi Investment Fund, its Kenyan subsidiary.  We advised this client on three transactions in two months.  We undertook a high-level due diligence in respect of subsidiaries in Rwanda, Uganda and Kenya, and drafted and negotiated a US$ multi-million simple agreement for future equity (SAFE) investment in Ampersand, a leading US-based integrated transport energy solution provider in Africa; negotiated a debenture, promissory note and guarantee in respect of a US$ multi-million investments into Ilara Health, a healthcare network providing diagnostic tools to improve medical care in Sub-Saharan Africa; and drafted a convertible loan agreement in respect of Amped, which delivers world-class appliances to off-grid customers in Sub-Saharan Africa.  We undertook a high-level due diligence for each of these matters.  The transactions involved working across multiple jurisdictions and coordinating due diligences, while negotiating transaction documentation, to complete each transaction before the end of the financial year.  Further challenges included, with Ilara, the timing of the registration of the debenture, post signing; and, with Amped, the terms of the convertible loan agreement.  We also managed the various teams dealing with each transaction individually.  Our previous experience with SAFE documentation was critical in the Ampersand matter.  This is clearly the cross-border caseload of a leading team.

• Cliffe Dekker Hofmeyr (Kenya) represented Shara, a leading Kenya-based fintech firm offering affordable financing to small and medium enterprises and their value chains.  Shara acquired a controlling stake of 55.8 per cent in Maisha Microfinance Bank.  Following this, our Kenya-based corporate/M&A team advised Shara on a restructuring of employees, which included drafting a memorandum of advice on the process of redundancy and termination of employees in Kenya and drafting the corresponding notices, letters of termination, novation agreements and tripartite agreements.  Our team also assisted Shara with the recruitment of a new CEO for Maisha Microfinance Bank.  We further assisted Shara with renegotiating its collaboration with Mambu, a cloud-native that assists fintech companies to build a variety of loan offerings tailored to customer needs.  In addition, our team advised Shara on structuring its investment in Maisha Microfinance Bank through various options including new issue of shares, a share split and subsequent allocation process, and a share reduction process.  Our assistance enabled Shara to improve its operational efficiency, adapt to changing business needs and strategically plan for its workforce, while remaining compliant with Kenyan law.

• Cliffe Dekker Hofmeyr is representing Komatsu South Africa, the leading south Africa-based player in the transport sector, specialising in providing cutting-edge solutions for mining and construction industries. As the country's leading subsidiary of Komatsu, a global leader in heavy machinery (yellow equipment), Komatsu South Africa's operations are critical to the region's economic growth and development.  Our South Africa-based shipping & transport team is a key adviser to Komatsu South Africa.  Here we highlight how our deep understanding of the transport sector, coupled with our expertise in corporate and commercial law, makes us the preferred legal partner for major clients such as Komatsu South Africa.

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