Sarah Kiarie-Muia

Email: SKiarie@kapstrat.com
Position: Partner
Practice Area: Banking Insurance & Telecommunications | Business Establishment | Employment & Retirement Benefits | International & Crossborder Transactions | Joint Ventures, Mergers & Acquisitions

Sarah was admitted as an Advocate of the High Court of Kenya in 2008. She is a partner in the Corporate Commercial department and jointly oversees the department’s M&A work. Sarah’s work encompasses advising and assisting clients with business establishment in Kenya; advising and preparing documentation for mergers, joint ventures and acquisitions both for local and international clients; conducting legal due diligences and forensics; drafting and reviewing an extensive range of commercial agreements and advising on employment matters especially transfer of employees, redundancies and employee leasing.

Sarah’s client portfolio comprises primarily of local and international corporate clients, foreign investors looking to establish a business presence in Kenya and companies seeking employment advice.

• Advocate – High court of Kenya

• English
• Swahili

• International Company and Commercial Law Review (Sweet & Maxwell UK) 2006 Volume 17 Issue 11 – At crossroads: Shareholder value, stakeholder value and enlightened shareholder value. Which road should the United Kingdom take?
• International Company and Commercial Law Review (Sweet & Maxwell UK) 2007 Volume 18 Issue 1 Non-Executive Directors in UK listed companies: Are they effective?

• Lead adviser to IFC on its multimillion-dollar investment into Kenya Mortgage Refinance Company PLC (KMRC). KMRC is an initiative of the National Treasury and the World Bank to support the affordable housing agenda Kenya.
• Advising Engen Limited on the disposal of shares in one of its holding companies to Vivo Energy.
• Acted as local counsel to Unilever plc in the sale of its spreads business (including Blueband, Flora and I Can’t Believe It’s Not Butter) to US private equity firm KKR & Co. L.P.  The deal is largest leveraged buyout in Europe for 2017.
• Acted for a bidder in the proposed acquisition of 100% of a leading healthcare provider with operations in 4 countries in Africa which involved undertaking a due diligence on the target and its subsidiaries and advising on regulatory aspects.
• Acted for a bidder in the proposed sale of a majority shareholding of GenAfrica Asset Managers Limited, an asset manager licensed by the Capital Markets Authority and The Retirtement Benefits Authority.
• Acted for the Savanna International Limited, a leading horticultural company in Kenya in the disposal of its business in Kenya.
• Acted for the Aga Khan Fund for Economic Development (AKFED) in its acquisition of shares in TPS (Uganda) and TPS (Rwanda).
• Advised and represented the Allianz Group on its application for the registration of Allianz Insurance Company of Kenya Limited to undertake general insurance business in Kenya and obtaining an exemption from local shareholding requirements allowing it to operate as the second 100% foreign owned insurance company in Kenya.
• Represented Prudential Plc in its acquisition of Shield Assurance Limited becoming the first 100% foreign owned insurer in Kenya.
• Represented the Paynet Group, a leading switching and electronic payment company, in its acquisition by Interswitch (Nigeria).
• Represented Olive Group in the regional acquisition of security services firm, Newport Africa.
• Acted for Norfund in a due diligence on a local operating subsidiary in relation to a proposed equity and debt investment in FiT Mauritius.
• Advised Nairobi listed TPS Eastern Africa, Porparco, NorFund and the Aga Khan Fund for Economic Development (AKFED) on the $40 million acquisition of Mövenpick Royal Palms Hotel – Dar-es-Salaam by Serena Group which was made through a Cayman Island SPV.
• Advised L’oreal East Africa on a multi million acquisition of the Health and Beauty business of Interconsumer Products Limited.
• Acted for Aramex on the acquisition of One World International Couriers and a local loop courier operating company.
• Advised TPS Serena on a rights issue on the Nairobi Securities Exchange and an acquisition of four operating safari properties in Tanzania.
• Advised Norfund, FMO and AfricInvest on a multimillion shilling exit from Family Bank.
• Advised Woolworths on the acquisition of Deacons, one of the largest retail brands in Kenya.
• Corporate restructuring of the UAP Group of Companies in Kenya, Uganda and Sudan; the de-merger of life business from general business in UAP Insurance Company Limited and licensing of  UAP Life Assurance Limited.
• Advising Puma Energy LLC on the proposed acquisition of KenolKobil Limited and conducting an extensive due diligence on the target.
• Joint venture between Kenya Airways and Stamina Group for the establishment of a 3,000 ton ultra modern cold storage facility at the Jomo Kenyatta International Airport.
• Advising on employment matters including drafting and review of employment contracts and HR manuals, advising on termination including redundancy and advising on and setting up employee share ownership schemes.
• Setting up not-for-profit entities including NGOs, trusts, companies limited by guarantee, societies and foundations and advising on the applicable regulatory requirements.
• Providing extensive advice on business set up in Kenya including incorporation of Kenyan subsidiaries and registration of branch offices in Kenya for various overseas corporations.