Njoroge has a wealth of experience in commercial transactions including mergers and acquisitions (M&A), capital markets, real estate project structuring, project finance, and energy and infrastructure projects. He headed the legal teams that advised Safaricom Limited in the largest initial public offering (IPO) in East and Central Africa and Rwanda’s Bralirwa Limited in the first of a kind IPO and subsequent listing in Rwanda.
He was involved in the structuring of the first of a kind corporate debt securitization in Kenya. He has advised local and international developers in the structuring of mixed-use developments and has also represented the owners and developers of wind, solar and geothermal projects in all aspects of conceptualization and development of their energy projects.

Areas of Specialization

  • Capital markets
  • Mergers and acquisitions (M&A)
  • Project structuring
  • International trade
  • Dispute resolution

Education

  • Diploma in Law, Kenya School of Law, 1990
  • Bachelor of Laws, University of Nairobi, 1989

Corporate, Mergers & Acquisitions

  • Advising Safaricom Limited in the sale of the 25% stake held by the Government of Kenya in the company to the public and the subsequent listing of Safaricom Limited on the then Nairobi Stock Exchange. This was one of the largest initial public offerings in Sub Saharan Africa.
  • Advising Bralirwa Limited, Rwanda’s largest brewery company, in its initial public offer and subsequent listing on the Rwanda Stock Exchange, which was a first of a kind transaction in Rwanda.
  • Advising Kingdom Zephyr, a New York based private equity fund, on the structure of a proposed USD 202 million securitization of a corporate debt in Kenya, the first transaction of such nature in Sub Saharan Africa.
  • Advising on the KES. 574 million acquisition of business and assets of the former Kenya Co-operative Creameries (KCC) by the Government of Kenya and the subsequent transfer to New KCC.
  • Advising the Privatization Commission on the privatization of the five government-owned sugar companies and the sale of 25% stake in East Africa Portland Cement Limited by the Government of Kenya.
  • Advising National Oil Corporation of Kenya in the USD 10 million acquisition transaction of part of BP Kenya Limited’s retail service stations located across Kenya.
  • Advising Interconsumer Products Limited, a local manufacturer of personal care and beauty products, in its acquisition by L’Oreal.
  • Advising on the structure of the proposed merger and acquisition of Universal Pharmacy Limited by Universal Corporation Limited.
  • Advising Investec Company Limited, a financial advisory firm licensed by the Capital Markets Authority, on its KES. 40 million acquisition of Kautz Limited, a manufacturing company.
  • Advising Meridian Medical Limited, a local company that runs medical clinics, in four rounds of investment by TBL Mirror and Acumen Fund, a private equity firm.
  • Advising Universal Corporation Limited, a local pharmaceutical manufacturer in two rounds of equity and debt fundraising from FINNFUND: the first, a USD 8 million investment structured as part ordinary equity and part preference shares; and the second, a € 10 million investment structures as part preference shares, part share purchase and part debt.
  • Advising Saracen Media Limited, a local media planning and buying company, in its search for a strategic partner and in its subsequent merger with a global media and digital communications group.
  • Advising Acroprologists Limited, a local clearing, and forwarding company, in the acquisition of a stake in the company by Intraspeed SA (Pty) Limited, a South African logistics company.
  • Advising an independent power producer in a USD 16.8 million syndicated loan facility which was issued by a consortium of five banks.
  • Advising Three-mice Interactive, a leading web design company in its acquisition by Africa Online.
  • Energy and Oil & Gas

  • Advising the Ernst & Young-led consortium on all legal aspects relating to the establishment by an independent power producer of a 20-year wind power project in Marsabit County, Kenya modeled as a public-private partnership with the County Government of Marsabit, and estimated to produce approximately 300MW of power once operational.
  • Advising EP Global Energy on the legal and regulatory framework governing the development, construction, and operation of wind and solar power projects in Kenya.
  • Advising Enel Green Power Limited on all legal aspects in the intended design, development, financing, construction, commissions, testing, ownership, operationalization and maintenance of a 140MW geothermal project in Kenya.
  • Advising Iberafrica Power (E.A.) Limited on the negotiation, preparation, review, and execution of a power purchase agreement with the Kenya Power and Lighting Company.
  • Advising Capital Power (K) Limited on its negotiations with potential investors intending to invest approximately USD 20million to USD 30 million in the company’s intended implementation of a 70MW geothermal project in Homa Hills.
  • Advising Nabo Capital Limited in its proposed asset-backed security transaction to raise approximately USD 450 million for a proposed 1,050MW coal power plant in Lamu.
  • Advising Explorer Holdings International Limited on all aspects of the intended development of a 160MW solar power project in Nanyuki County, Kenya.
  • Advising Iberafrica Power (E.A.) Limited on the legal and regulatory framework governing the development, construction, and operationalization of a solar power project in Kenya.
  • Advising a consortium in the negotiation of option agreements for a proposed mixed-use development on approximately 3,000 acres in Arusha, Tanzania with elements of a public-private partnership in the development of a ring road for the greater Arusha area and the development of a power plant to run on natural gas.
  • Preparing a compliance manual for Total Kenya Limited.
  • Preparing a compliance manual for Kenya Shell Limited.
  • Public Private Partnerships (PPPs) and Infrastructure Projects

  • Advising the Public Private Partnerships Unit of the Kenyan National Treasury, as part of the Genesis Analytics Pty-led consortium, on the development, operation, and maintenance of students’ hostels under a public-private partnership (PPP) model to be undertaken by five public universities across Kenya.
  • Advising the University of Nairobi Enterprises and Services Limited, the commercial arm of the University of Nairobi, in structuring the development of a hotel, conference center, mall and serviced apartments within Nairobi under a PPP model.
  • Advising Tatu City Limited, a real estate development company, on all aspects of the legal structure of a proposed mixed-use development on 2,500 acres in Ruiru, which on completion will have 60,000 residents.
  • Advising a consortium on the legal structuring of a proposed mixed-use development on 4,000 acres to be carved out of a 20,000-acre conservancy in the Kapiti Plains along Mombasa Road, Nairobi.
  • Advising Ambassador Ngethe Njoroge, a local developer, and Kenya’s first High Commissioner to the United Kingdom, on the legal structure of a proposed mixed-use development on 670 acres in Tigoni, Limuru incorporating commercial, retail, residential and hotel use as well as a golf estate.
  • Countries of Work Experience

  • Kenya
  • Rwanda
  • Tanzania

Awards and Accolades

  • Ranked as a big player in the legal business specializing in M&A and capital markets issues by Chambers Global Listing of the World’s Leading Law Firms, 2013.