Our work

• 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. 
• 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 and climate 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.  The team’s work involved 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.
• Kieti Law (CDH) is representing one of the leading grain handling and logistics companies in East and Central Africa.   Our Kenya-based intellectual property team is advising this client, which operates a specialised dry bulk discharge and handling terminal for grain imports, in relation to its intended rebranding exercise in May 2023.  The client's rebranding is a precursor to its intended multi-jurisdictional expansion beyond Kenya and Uganda into Djibouti, Mozambique, Democratic Republic of Congo and Tanzania.  As part of our mandate, we offered rebranding advice and assisted in trade mark clearances, filings, prosecution, defence and portfolio maintenance briefs.    
• Cliffe Dekker Hofmeyr (Kenya) represented N22 Africa Fund (D) and N22 Africa Fund (E), the leading private equity fund established in Sweden.  Our Kenya-based corporate/M&A team assisted Norrskken 22, a technology growth fund, in conducting a due diligence on Vee8 International Holdings, the target company, an automotive technology development company that builds solutions aimed at enabling and enhancing commerce within the automotive sector; and its subsidiaries in Kenya, Uganda, Nigeria and Ghana.  We were further involved in negotiating and drafting two SAFEs and two side letters pertaining to two tranches of investments being made to the target.  The due diligence required extensive expertise in connection with compliance requirements to the automobile industry.  This transaction involved conducting a due diligence over five entities located in the US, Nigeria, Kenya, Ghana and Uganda over a short period of time.  Due to the level of urgency, we conducted an innovative, partly limited due diligence over the areas that were considered high-risk and carried out a confirmatory due diligence over the low-risk areas.  This allowed us to obtain warranties on the low-risk areas and indemnities over those areas considered high-risk, with minimal push back.  Further, negotiating the rights in the SAFE proved challenging as the target company had existing SAFE agreements with investors and was looking to obtain additional investment from other investors.  
• Cliffe Dekker Hofmeyr (Kenya) represented AlphaJiri Investment Fund, the leading Mauritius based investment fund which provides debt, mezzanine and equity finance to fuel growth of impact ventures in the sustainable food and renewable energy sectors, through its subsidiary in Kenya Alpha Mundi Investment Fund.  Our Kenya-based corporate/M&A team advised this client on three transactions over the space of 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 electric motorcycle and transport energy solution provider in Africa; undertook a high-level due diligence and negotiated a debenture, promissory note and guarantee in respect of a US$ multi-million investments into Ilara Health, a network of small healthcare providing lifesaving and essential diagnostic tools to improve the quality of medical care in Sub-Saharan Africa; and undertook a high-level due diligence and drafted a convertible loan agreement in respect of Amped, a company delivering world-class appliances to off-grid customers in Sub-Saharan Africa.  The transactions involved working across multiple jurisdictions and coordinating the due diligences while starting to negotiate the transaction documentation so as to complete the transaction before the end of the client's financial year.  
• 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.

Africa Corporate Guide

This guide covers common questions relating to the process of incorporating and setting up in various African jurisdictions.

Many of our clients are looking to expand their African footprint.

Therefore it is incumbent on us to understand the nuances, intricacies and ultimately the legal requirements of setting up in each of the countries in Africa. The purpose of this guide is to simplify the position in relation to incorporation and setting up in various African jurisdictions and to provide our clients with an overview of their obligations in relation to this.

Click here to read the Guide.