Rainbow is renowned for her project management skills and for being extremely proficient and delivery focused. Her clients view her as a trusted partner, who they can rely on to provide advice across the span of their operations.

She has a broad range of knowledge and experience. She specialises in M&A, employment, corporate commercial and mining law, as well as energy and resources and joint ventures.

She has extensive cross-border experience and often operates in highly regulated environments. Through her local knowledge and expertise, she supports her clients to manage and mitigate their legal risks in line with their commercial strategy.

On the employment side, she provides her clients with a full-service offering and supports them in an all-employment related areas; from hiring and terminations, through to restructures, general advice, policy drafting and investigations.

Education:

• BA degree from the Murdoch University, Western Australia; and
• LLB degree from the Murdoch University, Western Australia.

Professional Memberships:

• Admitted as barrister and solicitor, Western Australia.
• President of the Kenya Chapter of the Kenya Australia Chamber of Commerce.

Relevant Experience

Rainbow has advised:

• Reviewed Glenmark Pharmaceuticals (Kenya) Limited’s existing employment and labour related practices, human resource manuals and policies and employment documents in Kenya, to ensure that they are compliant with the Kenyan employment and labour related laws, rules, and regulations.
• Advised the Australian High Commission on potential termination of employment of employees in Kenya as well as provided ongoing support to the High Commission on various employment-related matters.
• Providing ongoing advice to the Embassy of Sweden on various employment-related matters, including on difficult employee separation issues and redundancy procedures.
• 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 2018East 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.
• Equity Bank Kenya Limited in relation to the establishment of an employee stock ownership plan (unit trust scheme) compliant with the Capital Markets Regulations.
• BigCold Kenya Limited (BigCold)N, a logistics company providing cold chain solutions across East Africa on the purchase of the assets and business of Alpha Fine Foods Limited (AFFL), a leading producer, distributor and exporter of meat and fish products. We prepared the transaction documents including asset purchase agreements, land transfer agreements, intellectual property transfer agreements and deeds of assignment, among others. There was also a significant employment aspect relating to the transfer of employees.
• Braeburn Schools Limited on the acquisition of business of Hillcrest International Schools.
• Kartasi Products Limited and Kartasi Industries Limited in the sale and purchase of the business and assets of Kartasi Industries Limited.
• The Print Exchange Limited (TPE) as the Acquirer and Colourprint Limited, Digital Hub Limited, Kul Graphics Limited, the Rodwell Press Limited and Printfast Limited as the Sellers in relation to the acquisition of certain print assets of the Sellers by the Acquirer and the sale of shares in TPE by its shareholders to Colourprint Limited and Printfast Limited.
• Barclays Bank Plc on the aspects of the sale by Barclays of its pan-African custody and securities business to Standard Chartered Bank PLC.
• Shareholders of Highlands Mineral Water Company Limited:
  • on sale of shares to TBL Mirror Fund BV; and
  • (including TBL Mirror Fund BV) in relation to a capital injection of KES 146 million.
• The Clorox Company Inc. on its joint venture with Kenya’s Orbit Chemicals/Chandaria Industries.
• WPP Group Plc on its USD 20 million investment for 27% in Scangroup Limited, listed on the Nairobi Stock Exchange.
• 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.
• 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; and
  • 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.
• 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.
• 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.
• Maersk Oil on its acquisition 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;
• 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;
• Abraaj Health Fund in relation to its investment of BR 250 million (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.

Employment:

• Local counsel for Morrison & Foerster (UK) LLP, in relation to a global compliance project on the employment and labour related laws of Infobip Kenya Limited.
• Advised WaterAid on the legal implications of the proposed structure to employ a project manager for a project to be undertaken in Kenya and on the basis that WaterAid had no local presence in Kenya.
• Reviewed and amended the template Independent Contractor Agreement and providing our opinion and inputs on the same in relation to the risks and consequences of misclassification of the independent contractor for Engie Energy Access Kenya Limited.
• Advised Worldcoin as local counsel on the employment and labour related laws in Kenya.
• Reviewed and revised employment contracts for Clasp East Africa/ Virtual HR. Providing general ongoing support to Clasp on employment-related matters and difficult employee separation issues.
• Assisted Mount Kenya Regenerative Oils Limited in the review of the template employment contracts and the employment policies.
• Assisted Swedfund International AB (Swedfund) in reviewing the template employment agreements used by the Client from a Kenyan legal perspective. A global non-governmental organisation with respect to an appeal raised by an executive employee who was summarily dismissed;
• Numerous clients on options available for redundancy during the COVID-19 crisis;
• 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);
• 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);
• 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);
• Kenafric Industries in respect of a transfer of business and assets to Kenfaric Manufacturers Limited. There was a significant employment aspect relating to the transfer of employees;

M&A:

• BigCold Kenya Limited (BigCold)N, a logistics company providing cold chain solutions across East Africa:
  • in relation to the acquisition of the assets of Natures Choice Fresh Produce Exporters Limited, DnC Foods Limited and Tamani Construction Company Limited. We prepared the transaction documents, including an asset purchase agreement, and assisted with project management until completion. There was also a significant employment aspect relating to the transfer of employees; and
  • in the acquisition of the assets of Ennsvalley Bakery Limited (Ennsvalley Bakery). We prepared the transaction documents and assisted with project management until completion including preparing the necessary completion documents and fulfilling the necessary conditions precedent. There was also a significant employment aspect relating to the transfer of employees;
• Unga Farm Care (EA) Limited in Kenya and Unga Millers (U) Limited in Uganda in relation to the transfer of certain business and assets to the joint venture companies (Unga Group and Nutreco) incorporated in Kenya and Uganda.
• TBL Dairy Ventures B.V. in the acquisition of 100% shareholding of Bio Food products Limited;
• 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;
• Progression Eastern African Microfinance Equity Fund in the acquisition of a 20.64% stake in Unguka Bank Limited;
• Kenafric Industries in respect of a transfer of business and assets to Kenfaric Manufacturers Limited. There was also a significant employment aspect relating to the transfer of employees;
• Agri-Vie Fund PCC and Agri-Vie Investments Limited on their acquisition of a 45% shareholding in Star Bright Holdings Limited;
• Asilia Africa Group on the acquisition of the business and assets of Encounter Mara;
• Largo Investments Limited in the acquisition of 40% stake in UBBINK East Africa Limited;
• B Fuller Benelux BV in relation to the acquisition of 100% of shares in Continental Products Limited;
• Catalyst Principal Partners on shareholders’ agreement, share subscription agreement and employment arrangements;
• TBL Mirror Fund BV:
  • on its exit from TKM Maestro Limited.
  • on a loan to shareholders of Highlands Mineral Water Company Limited; and
  • on its shareholding in Research Solutions Limited; and
• Largo Investments Limited on the acquisitions of 40% stake in Ubbink East Africa Limited.
• 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;
• The vendors on the sale of a majority stake in the Civicon group of companies;
• Highlands Mineral Water Company in relation to a convertible loan.
• Centum Investment Company Limited in relation to a proposed land joint venture in Uganda.
• AfricanSpirit Group Limited on its USD 5 million equity subscription by existing shareholders.
• Simbanet (Nigeria) Limited on the sale of 25% of the entire shareholding to an unrelated third party;
• TKM Maestro Limited in relation to a convertible loan by TBL Mirror Fund BV;
• PwC in relation to the sale of its company secretarial business.
• 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;
• Chloride Exide Kenya on its joint venture for the manufacture of solar panels.
• Rekero Camp on the sale of the business of Rekero Camp to Asilia;
• Manson Hart on the sale of its business to Kenya Clay Products Limited;
• 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.
• 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.
• Civicon in its negotiations with Lake Turkana Wind Power Limited in providing civil works service, including a review of civil works and construction contracts; and
• Centrotec Sustainable AG and Chloride Exide on a solar panel joint venture.

Mining:

• Acacia Mining:
  • with advice in relation to all aspects of its licences and projects in Kenya; and
  • on (now completed) potential exit routes to a joint venture with Barrick;
• Providing ongoing advice to Base Titanium Limited in relation to all aspects of its mineral sands project in Kenya; and
• Duma Crushers on the general Mining licence issued by the Ministry of Mining.

Oil and Gas:

• Anadarko, in a continued advisory role, 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;
• CEPSA, in a continued advisory role 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;
• 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;
• Marathon Oil:
  • in the establishment of a local presence in Kenya; and
  • as local counsel to Herbert Smith (now Herbert Smith Freehills) in advising 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;
• 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;
• International Drilling Fluids and Engineering Services Company on its establishment in Kenya and provided regulatory advice on the oil and gas sector;
• 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;
• Tullow Oil on legislation in the sector and the potential impact on its interests in Kenya;
• Apache Corporation on the regulatory regime governing the oil and gas sector in Kenya;
• Schlumberger on general queries in relation to operations in Kenya (including in relation to tax and employment issues);
• Weatherford in relation to its operations in Kenya (including in relation to compliance and general regulatory issues);
• Basin Supply on various matters relating to its operations in Kenya;
• Two oil and gas field service providers that supply drilling rigs and other services and equipment to oil and gas explorers in Kenya;
• 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;
• A confidential client on a foreign client on the possible acquisition Kenyan assets of Cove Energy; and
• 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

• The path towards unlocking Kenya’s Mining Sector – Reflections from the 2023 Kenya Mining Week
• Africa: Latest developments in Sub-Saharan Africa’s mining sector
• Kenya’s Mining Outlook 2023 – Current Status & Future Possibilities
• Kenya: More companies are going insolvent in Kenya, putting the spotlight on severance pay for employees
• FAQs for Kenyan employers on the COVID-19 (Coronavirus)
• COVID-19: Impact on Businesses and Investments in Kenya
• National Employment Authority Notice of 26 June 2019
• Petroleum Act, 2019 is now in force
• New Energy Act embraces Renewable Energy
• How populism is making its presence felt in mining
• Permit Verification and Registration Exercise Kicks Off
• Immigration Department introduces a raft of changes affecting work permits
• Kenya’s new mining act is a modern piece of legislation with a few issues to iron out