Back to Listing
Rainbow Field

Rainbow Field

Head of M&A
Nairobi, Kenya: Coulson Harney LLP
T: +254 20 289 9000
E: rainbow.field@bowmanslaw.com
Download VCard
  • Overview
  • Experience
  • Publications & Insights

Overview

Rainbow Field heads our M&A practice in Nairobi, Kenya.

She specialises in mergers and acquisitions, mining, energy and resources, employment, joint ventures and business formation.

She has BCom and LLB degrees from Murdoch University, Western Australia, where she is an admitted barrister and solicitor.

Specialist Services

Relevant Experience

Employment

  • Advised CBA on the transfer of employees following the proposed merger between CBA and the NIC Group PLC (listed on the Nairobi Securities Exchange) announced in December 2018.
  • Advised a global non-governmental organisation with respect to an appeal raised by an executive employee who was summarily dismissed.
  • Advising numerous clients on options available for redundancy during the COVID-19 crisis.
  • Advised East African Breweries Limited (listed on the Nairobi Stock Exchange, and cross-listed on the Uganda Securities Exchange and Dar es Salaam Stock Exchanges) on the review and revision of its employee stock ownership plan documentation (unit trust) to ensure compliance with the Capital Markets Regulations.
  • Advised Equity Bank Kenya Limited in relation to the establishment of an employee stock ownership plan (unit trust scheme) compliant with the Capital Markets Regulations.
  • Advised Car and General (K) Limited, a listed company in the Nairobi Stocks Exchange on employee ownership schemes; preparing suitable ESOP documentation (unit trust scheme) and liaising with the regulatory authority (CMA).
  • Advised a large commercial bank on the options available in relation to an employee stock ownership scheme for the bank; preparing all required documents and assisting with implementation (straight ESOP).
  • Advised an independent investment bank licensed by the Capital Markets Authority on the implementation of an employee stock ownership plan; prepared documentation and provided continuing support with changes required to the ESOP (straight ESOP).

M&A

  • Advised TBL Dairy Ventures B.V. in the acquisition of 100% shareholding of Bio Food products Limited.
  • Advised Progression Eastern African Microfinance Equity Fund managed by its investment manager Progression Capital Africa Limited in relation to its investment in Jamii Bora Bank Limited.
  • Advised Abraaj Health Fund in relation to its investment of Ethiopian Birr 250,000,000 (approx. USD 11 million) in the business of Arsho Medical Laboratories PLC (Arsho), a private limited company registered under the laws of Ethiopia. Arsho provides laboratory testing services and wishes to expand and diversify its operations through the investment. The parties intend to merge the two entities, after which Abraaj shall hold a 77% stake in the business.
  • Advised Progression Eastern African Microfinance Equity Fund in the acquisition of a 20.64% stake in Unguka Bank Limited
  • Advised Kenafric Industries in respect of a transfer of business and assets to Kenfaric Manfucturers Limited.
  • Advised Agri-Vie Fund PCC and Agri-Vie Investments Limited on their acquisition of a 45% shareholding in Star Bright Holdings Limited. 
  • Advised Asilia Africa Group on the acquisition of the business and assets of Encounter Mara.
  • Advised Largo Investments Limited in the acquisition of 40 % stake in UBBINK East Africa Limited.
  • Advised H.B Fuller Benelux BV in relation to the acquisition of 100% of shares in Continental Products Limited.
  • Advised Catalyst Principal Partners on shareholders’ agreement, share subscription agreement and employment arrangements.
  • Advised shareholders of Highlands Mineral Water Company Limited on sale of shares to TBL Mirror Fund BV.
  • Advised shareholders of Highlands Mineral Water Company Limited (including TBL Mirror Fund BV) in relation to a capital injection of KES 146 million
  • Advised TBL Mirror Fund BV on its exit from TKM Maestro Limited
  • Advised TBL Mirror Fund BV on a loan to shareholders of Highlands Mineral Water Company Limited
  • Advised TBL Mirror Fund BV on its shareholding in Research Solutions Limited
  • Advised Largo Investments Limited on the acquisitions of 40% stake in Ubbink East Africa Limited
  • Advised The Clorox Company Inc. on its joint venture with Kenya’s Orbit Chemicals/Chandaria Industries.
  • Acted for Saham Finances in the acquisition of a controlling stake in Mercantile Insurance Company Limited through its subsidiary Colina Holdings. Colina Holdings has operations in North and Sub-Saharan Africa and the Middle East and will acquire a controlling stake in Mercantile Insurance Company Limited.
  • Advised Barclays Bank Plc on the aspects of the sale by Barclays of its pan-African custody and securities business to Standard Chartered Bank PLC.
  • Acted for the vendors on the sale of a majority stake in the Civicon group of companies.
  • Advised Highlands Mineral Water Company in relation to a convertible loan.
  • Advised Centum Investment Company Limited in relation to a proposed land joint venture in Uganda.
  • Advised AfricanSpirit Group Limited on its USD 5 million equity subscription by existing shareholders.
  • Advised Simbanet (Nigeria) Limited on the sale of 25% of the entire shareholding to an unrelated third party.
  • Advised TKM Maestro Limited in relation to a convertible loan by TBL Mirror Fund BV.
  • Advised PriceWaterhouse Coopers in relation to the sale of its company secretarial business;
  • Advised TV Africa Holdings Limited in relation to the establishment of a new media group covering television, radio and newspaper publication and the acquisition of business and assets from Regional Reach Limited.
  • Advised Chloride Exide Kenya on its joint venture for the manufacture of solar panels.
  • Advised WPP Group Plc on its USD 20 million investment for 27% in Scangroup Limited, listed on the Nairobi Stock Exchange.
  • Advised Equity Bank Limited in relation to its acquisition of Uganda Micro-finance Limited and in relation to a USD 175 million investment in by Helios Investment Partners LP.
  • Advised Rekero Camp on the sale of the business of Rekero Camp to Asilia.
  • Advised Manson Hart on the sale of its business to Kenya Clay Products Limited.
  • Advised Price Waterhouse Coopers in relation to the sale of its company secretarial business.

Energy

  • A confidential client on the Geothermal Resources Act (including advice on applying for and obtaining licenses), Energy Act and all other relevant legislation for exploring geothermal energy resources in Kenya together with general legal advice on doing business in Kenya.
  • IDEA Power Limited on Investment Solar Limited as well as negotiations for a power purchase agreement for a 30MW solar project between Makindu Solar Limited and the Kenya Power Lighting Company Limited.
  • IDEA Power on their investment into Malindi Solar Limited, as well as negotiations for a power purchase agreement for a 40MW solar project between Malindi Solar Limited and KPLC.
  • HydroChina Corporation, the EPC Contractor, on a 50MW wind project in Limuru Kenya
  • A confidential client on three 40MW solar projects in Northern Kenya. Advice included regulatory, land, tax and structuring.
  • Advised Prunus Energy Systems on all aspects of the development of a 50MW wind farm at Corner Baridi, Ngong Hills, including licensing, regulatory, land issues and negotiation of the power purchase agreement.
  • Advised Civicon in its negotiations with Lake Turkana Wind Power Limited in providing civil works service, including a review of civil works and construction contracts.
  • Advised on a solar panel joint venture between Centrotec Sustainable AG and Chloride Exide.

Mining

  • Providing ongoing advice to Acacia Mining in relation to all aspects of its licences and projects in Kenya.
  • Advised Acacia Mining on potential exit routes to a joint venture with Barrick.
  • Advised on all Kenyan aspects of the USD 170 million-dollar project financing of the Kwale mineral sands project, the only large-scale mining project in Kenya. Advising on the re-financing of the project.
  • Providing ongoing advice to Base Titanium Limited in relation to all aspects of its mineral sands project in Kenya.
  • Advised Duma Crushers on the general Mining licence issued by the Ministry of Mining.

Oil and Gas Experience

  • Advised on the acquisition by Maersk Oil of half of Africa Oil Corporations’ interests in its three blocks in Northern Kenya. This transaction was part of a larger transaction where Maersk Oil was acquiring Africa Oil Corporations’ interests in both Kenya and Ethiopia.
  • Continued advisory role for Anadarko in relation to its interests in Kenya. Providing advice on the regulatory regime, compliance issues, corporate matters, taxation, employment, community and land issues and providing assistance in government relations.
  • Continued advisory role for CEPSA in relation to its interests in Kenya. Providing advice on the regulatory regime, compliance issues, corporate matters, taxation, employment, community and land issues and providing assistance in government relations.
  • Acting for CEPSA when it farmed-in for a fifty five percent (55%) participating interest in Block 11 A, our role included conducting a due diligence, providing regulatory and competition advice, liaising with government agencies, drafting documents and generally bringing the deal to close.
  • Acted as local counsel to Herbert Smith (now Herbert Smith Freehills) in advising Marathon Oil on its acquisition of interests in two oil exploration blocks with Tullow Oil on the other side. Provided advice on the oil and gas regime, competition and corporate.
  • Acted for Baker Botts in relation to a proposed merger between a large oil services company and a smaller rival oil services company (the merger fell through). Provided advice on the regulatory regime, competition issues, employment, taxation and ancillary matters.
  • Acted for Marathon Oil in the establishment of a local presence in Kenya.
  • Acted for Gilbert + Tobin on behalf of an Australian company looking to acquire the assets of Swala Energy (a BVI holding company with oil and gas interests in three East African countries, including Kenya). We conducted a due diligence on the assets and provided regulatory and competition advice. 
  • Acted for International Drilling Fluids and Engineering Services Company on its establishment in Kenya and provided regulatory advice on the oil and gas sectory.
  • Acted for Simba Energy in relation to its blocks in Kenya. Providing advice on the regulatory regime, compliance issues, taxation, employment, community and land issues and providing assistance in government relations.
  • Advised Tullow Oil on upcoming legislation in the sector and the potential impact on its interests in Kenya.
  • Advised Apache Corporation on the regulatory regime governing the oil and gas sector in Kenya.
  • Advising Schlumberger on general queries in relation to operations in Kenya (including in relation to tax and employment issues).
  • Advised Weatherford in relation to its operations in Kenya (including in relation to compliance and general regulatory issues).
  • Advised Basin Supply on various matters relating to its operations in Kenya.
  • Advised two oil and gas field service providers that supply drilling rigs and other services and equipment to oil and gas explorers in Kenya.
  • Advising a foreign service provider of oil and gas companies in relation to establishing a presence in Kenya and on the general regulatory regime governing the oil and gas sector in Kenya.
  • Advising a confidential client on a foreign client on the possible acquisition Kenyan assets of Cove Energy.
  • Advising CAMAC Energy on establishing a presence in Kenya and generally in relation to oil and gas blocks and competition matters.

Awards

  • Chambers and Partners consistently ranked Rainbow in Band 2 for Employment in Kenya for the past four consecutive years (2018 to 2021) and recognised Rainbow as a Foreign Expert (Australia) in 2018.
  • IFLR1000’s 2019 and 2020 Financial and Corporate Guide rated Rainbow as a Highly Regarded Lawyer for M&A. ILFR1000 2020 also rated Rainbow as a Highly Regarded lawyer in the Energy, Mining and Natural Resources industry sectors.
  • Rainbow has been named as one of IFLR1000’s Women Leaders from 2018 to 2020.
  • Legal 500 2020 has recognized Rainbow as a Leading Lawyer in Employment.
  • Who’s Who Legal nominated as one of the leading practitioner in mining.
  • IFLR1000’s 2018 Financial and Corporate Guide rated Rainbow as a Highly Regarded Lawyer for Energy and infrastructure, Project development, Project Finance and M&A.

‘Rainbow Field is noted by sources for her “extremely responsive, knowledgeable and practical” approach. She frequently handles matters pertaining to restructuring and redundancy implementation, as well as preparing template employment contracts and trust deeds. She possesses further proficiency in executive terminations, and acts for a range of regional clients.’ – Chambers and Partners, 2021

‘Rainbow Field is noted by sources for her “extremely responsive, knowledgeable and practical” approach. She frequently handles matters pertaining to restructuring and redundancy implementation, as well as preparing template employment contracts and trust deeds. She possesses further proficiency in executive terminations, and acts for a range of regional clients.’ – Chambers and Partners, 2021

‘Rainbow Field maintains a strong advisory employment practice, supporting public and private companies with restructuring and redundancy implementation, executive terminations and contract drafting. She is increasingly active assisting with investigations into allegations of sexual misconduct, as well as advising on ESOPs and long-term incentive plans. Clients highlight her “professionalism, customer service, diligence and quick response time.”‘– Chambers and Partners, 2020

‘Rainbow Field has been very supportive to help me on any issues or challenges.’ – Legal 500 2020

‘Rainbow Field enjoys a strong advisory employment practice, assisting public and private companies with large-scale redundancies, senior-level terminations and contract drafting. She is particularly skilled in the structuring of ESOPs and incentive plans, frequently acting for multinational clients operating in Kenya.’

‘Rainbow Field continues to represent a number of Australian companies in corporate matters in Kenya and East Africa. Her expertise includes M&A and joint ventures and spans sectors such as mining and energy. Clients say: “She delivers a high-quality service.”‘– Chambers and Partners, 2019

Publications & Insights