Agatha Ninsiima

Agatha is a UK and Ugandan trained lawyer with over Eight (8) years of work experience. Agatha is currently a co-chair of the Young Lawyers Committee at East Africa Law Society.

Agatha has advised and acted on mandates related to Projects and Infrastructure, Energy and Natural Resources, Corporate Advisory and Structuring, Banking and Project Finance, commercial disputes among others. In addition, Agatha has advised sponsors, lenders and contractors on acquisition, development, construction and financing of several projects in Uganda with a particular focus on power, renewable energy, mining and health. Agatha is passionate about supporting Small and Medium sized companies in legal and regulatory compliance.

In 2021, Agatha was selected by the British High Commission as part of the prestigious Chevening Scholarship Programme to pursue an LL.M in International Business and Commercial Law at the University of Manchester.

• Advised several lenders on consents/ approvals required for the interest rate switch from LIBOR to SOFR
• Advised an institutional shareholder of a listed company of the sale of their shares listed on the Uganda Securities Exchange
• Acted for a multinational company during its acquisition of several outdoor advertising structures and billboards in and around Kampala.
• Represented an energy generating company in Uganda in respect of various regulatory, corporate and financing matters.
• Advised IFC as local counsel in respect of a refinancing of USD. 20M to a local public energy company.
• Advised several lenders as local counsel during the variation of charge and change of Project Accounts and Account Banks for Rift Valley Railways.
• Advised AlmaStone I Opportunities (UK) its capacity as lender for agric-facilities availed to Uganda Tobacco Limited to a tune of US$ 10,000,000. Services included preparation and review of transaction and security documents alongside the constitutive documents of the entity, issuance of a capacity opinion that covered validity and enforceability of the security held including conducting due diligence with the local entity;
• Advised a Mauritian healthcare company as local counsel during the acquisition of shares in a local healthcare company.
• Advised a local finance institution in respect of USD.6.5M warehouse receipt financing.
• Advised IFC as local counsel in respect of USD. 4,100,000 financing for expansion of a local company/school.
• Advised IFC as local counsel in respect of the $2,200,000 financing to a local healthcare company.
• Acted for a public private partnership fund in refinancing of hydro power plant and change of ownership of a local company in connection with a hydroelectric project in Uganda.
• Acted as local counsel to the International Finance Corporation in respect of a committed loan of US$ 11,000,000 availed to Grainpulse Limited to finance (i) the provision of working capital to the Company; (ii) capital expenditure to complete the fertilizer blending and warehousing facility in Mukono, Uganda; (iii) capital expenditure for the grain, flour and animal feed milling facility in Mukono, Uganda; (iv) capital expenditure for the construction of the rural grain collection centers; and (v) capital expenditure for the coffee facility (warehouse refurbishment and equipment including coffee color sorter) in Bugolobi, Uganda.
• Acted as Ugandan counsel to Standard Bank of South Africa and Standard Bank of Mauritius in their capacities as senior lenders to Netis Holdings Limited, a Mauritian Company with a subsidiary in Uganda. The facilities in the total sum of USD 40,500,000 availed to refinance the holding company’s indebtedness, cross-border financing partly secured in Uganda. We reviewed the loan documentation and examined all relevant legal and financial documents, ensuring compliance with local laws and regulations. In addition to the drafting responsibilities, I provided expert legal opinions, addressing critical issues concerning enforceability, security interests, and compliance with Ugandan law.
• Acted as Ugandan counsel to a consortium of lenders that include IFC, Standard Chartered Bank, Stanbic Bank Uganda in a US$ 190 Million intended to be availed to Umeme Limited. Umeme is the largest electricity distribution company mandated to operate, maintain, upgrade and expand the distribution network, retail electricity and improve efficiency within the electricity distribution system in Uganda. Services rendered in this assignment included but were not limited to conducting due diligence on the Borrower, confirmation to the lenders that all formalities related to the valid issuance by the Government of Uganda to Umeme were duly followed. Review of the shareholding structure and the Borrower Company’s constitutive documents; advising on diverse laws relating to electricity sector and securitization of the lenders’ interest in Uganda; detailing to the Borrower required authorizations for the project and the borrowing; review and advice on the finance and project documents. Was part of the team that oversaw the preparation of the security documents that included a fixed and floating debenture, assignment of material contracts etc. Advised the lenders on other key aspects of the transaction that included subordination of the shareholders loans to the lenders’ interests, assignability of key project documents like the Licence for the Supply of Electricity with the regulator, Support Agreement with the government of Uganda, the Power Sales Agreement, the lease and assignment agreement over Umeme’s key operations assets, the charging of Umeme’s project accounts, revenue accounts and the Escrow Accounts;
• Represented the Lenders as local counsel following an additional loan of USD 50 million loan that was extended to Umeme with FMO as a new lender.
• Part of the team that provided comprehensive legal advisory services to the sponsors IPS Kenya and Sithe Global of the Bujagali Dam. This involved advising on all transaction agreements including project and financing agreements as well as handling all aspects related to the security documentation while ensuring effective charge thereof in favour of the lenders. It involved responding to due diligence inquiries and advice on the Electricity sector legal and regulatory environment. Additionally, the firm assisted the client in fulfilling all conditions precedent and subsequent to financial close and continues to advise the project company on required project operational matters. We continue to act as external legal counsel to Bujagali Energy Limited - the company responsible for the construction and operation of the 250MW Bujagali hydro-power project – the largest hydro-power project in Uganda. Part of the team that continues to offer advisory services for the operation of the company’s businesses in Uganda and have represented them in the course of obtaining financing for the power project.
• Advised several entities including leading local commercial banks on securitization and perfection of securities.
• Carried out several due diligence exercises on behalf of companies and financing institutions both local and foreign in respect proposed financing and acquisitions.

• Chevening Scholarship Programme

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