About Us About Us FIRM OVERVIEW OSA is a law firm offering corporate and legal consultancy which opened its doors in Mombasa on 1st April, 2018 by Omar Said Hemed Advocate whom after working in Africa’s leading law firm, Anjarwalla & Khanna Advocates for eleven (11) years felt that the legal market was ready for something new. OSA expertise in several practice areas, including but not limited to corporate and commercial law, real estate, banking and finance and probate. BACKGROUND Omar H. Said before opening his own Firm of OSA was a principal associate working with the commercial department of Anjarwalla & Khanna, Mombasa and was with the firm since 2007. His practice mainly focused on property conveyancing, banking securities, corporate and commercial transactions and probate work. Omar is an Advocate of the High Court of Kenya, a Commissioner for Oaths, a Notary Public and a trained mediator. TOP MATTERS Drafting new laws for the government of Somaliland in the financial sector including a new Central Bank Act, Islamic Banking Act, Anti-Money Laundering Act, Money Remittance Act and National Payment Systems Act. Acting for the State Bank of Mauritius, a Mauritian banking group listed on the stock exchange of Mauritius, in connection with its take-over and rescue of Fidelity Commercial Bank (FCB), a Kenyan bank in financial distress. Our role included undertaking a due diligence on FCB and its operations, drafting and negotiating a share purchase agreement in respect of an offer to purchase shares from the 43 shareholders of FCB, drafting and negotiating side deeds of indemnity from the major shareholders, initiating and running an offer to shareholders scattered across the globe, procuring signatures from the majority of the shareholders and issuing and running a statutory squeeze-out process. In addition, we obtained all requisite regulatory approvals from the Central Bank of Kenya, the Competition Authority of Kenya and the COMESA Competition Commission on an expedited basis, obtained the requisite approvals and fit and proper certification for shareholders, directors and senior managers of the State Bank of Mauritius and successfully ran a complex multi-jurisdictional completion as a result of the diverse jurisdictions of the purchaser and sellers. This is the first time that a ‘Squeeze-Out’ under the new Companies Act in Kenya has ever been used in order to acquire shares under minority shareholders who did not accept offers from SBM. Further, the proposed acquisition will mark the entry of SBM Group into Kenya’s banking sector. SBM Group will bring its experience and expertise from Mauritius and other markets to enhance competitiveness and the resilience of Kenya’s banking sector. SBM Group is pursuing an international expansion strategy, and for the African region, it is anchored on Kenya as the entry point for Eastern Africa. Acting for an international law firm, which is providing legal services to a subsidiary of the leading pay-tv group in France and the leading provider of premium channels and themed content in France, in connection with the proposed acquisition of the Sub-Saharan Africa business of a premium pay-tv company (excluding South Africa) through the acquisition of a Dutch holding company that owns the company’s Sub-Saharan Africa assets. The proposed transaction is structured in two phases. In phase one, we were involved in regulatory review and provision of detailed advice on the relevant regulatory regimes including the Communications Industry regulations affecting DTT, DTH and SVOD operations in Kenya and the Competition regulations. In phase two, we were providing local transactional advice which includes undertaking a legal due diligence on the basis of information provided in a vendor due diligence report and a virtual data room and the necessary jurisdictions regulatory work with a view to making a binding offer to be signed. This transaction is important as it involves parties that are both major players in the broadcasting industry worldwide. The client also covers broadcasting outside of France and in French international territories in Africa, the Caribbean, Vietnam and the South Pacific region. A&K is also playing a co-ordination role for the provision of legal advice on the transaction in Kenya, Uganda, Tanzania and Zambia. Acting for National Bank of Kenya, in connection with a banking facilities to Emergency Plus Medical Services, an emergency medical service provider that is a subsidiary of Kenya Red Cross, of USD 3.5 million and Guarantees from the Kenya Red Cross, including reviewing of the constitutional documents of the borrower which is a subsidiary of the Kenya Red Cross Society, drafting of the banking security documents for National Bank of Kenya, dealing with the Company Secretary of Emergency Plus Medical Services and ensuring the passing of the necessary resolutions in connection with the obtaining of the banking facilities. Kenya Red Cross is an institution governed by its own Charter and Statute in Kenya and it has unique provisions to the manner it can operate. The issuance of a cross-guarantee by the Kenya Red Cross Society to secure the facilities to its subsidiary (Emergency Plus Medical Services) involved complex procedural steps to be attended. Acting for a client to conduct a due diligence exercise in respect of the sale by an international petroleum company intending to sell its businesses in several African countries. Advising client based in London on Kenyan laws relating to banking and capital markets relating to cross-border marketing and distribution of products and services. Advising a private Kenyan company on the privatization process of the Second Port Terminal being conducted by the Kenya Ports Authority and the Government of the Republic of Kenya and dealing with the joint venture arrangements and shareholders’ agreement with one of the world’s largest privately held marine and rail terminal operator. Acting in high end commercial and residential property transactions in Mombasa. Acting for a client and advising on the acquisition of 689 acres of land in Kwale including preparing, negotiating and finalizing the documentation in respect of the acquisition of land and steering the transaction to completion. Acting for local property developers in relation to the sale and purchase of apartments located in Nyali and Kizingo. Acting for several landlords of shopping malls, residential and commercial buildings, preparing leases and advising on landlord and tenant laws. Acting for various diverse local and foreign clients in relation to property sales and purchases, leasing, general commercial agreements and commercial advice and charitable activities. Advising a foreign company in relation to setting up an insurance broker company in Kenya. Advising a foreign company in relation to requirements for establishing of an investments adviser business in Kenya. Preparing the necessary agreements and documents relating to the acquisition of shares in a number of property holding companies. Advising several commercial banks on lending to both corporate and individual clients, preparing the security documents and overseeing the perfection of the securities in favour of the bank. Advising both local and international clients on setting up business operations and incorporation of companies in Kenya. Preparing probate documents and providing advice to clients on drafting of wills. Undertaking due diligence investigations on companies and advising on various matters arising. Advising and acting for several leading commercial banks and firms in relation to financing and preparation, perfection and review of securities as well as release and discharge of securities. Acting for a Dubai based law firm in reviewing and advising on the validity and enforceability of end user licence agreement for certain software products under Kenyan laws. Acting for a leading Shari’ah-compliant bank in relation to Islamic financing and securitization. Acting for various clients in relation to property sales and purchases, property development and commercial and residential leases. Acting for an international company dealing in Voluntary Emission Reduction (VER) in relation to preparation and review of Voluntary Emission Reduction (VER) purchase agreements together with other ancillary documents. Acting for Ecobank Kenya Limited in a takeover matter of facilities from another bank. Overdraft facilities and bill discounting facilities were provided to Solvochem Kenya and Tanzania. We created securities over Kenyan and Tanzania assets to secure the obligations of Solvochem towards Ecobank Kenya Limited. Ecobank Tanzania was the security agent in respect of Ecobank Kenya Limited.