Mergers & Acquisitions in Uganda: Recent Developments:

INTRODUCTION

“I propose that matchmaking should be approached like a corporate business venture. It can be risky, but I have discovered that the potential profits from acquisitions and mergers cannot be underestimated.” Judge Robert Rinder.

The five year national development plan of Uganda is to propel the country to middle income status in the next five years. The country’s vision is “Strengthening Uganda’s Competitiveness for Sustainable Wealth Creation, inclusive Growth and Employment.”According to the news by Economic Policy Research Center, there has been a big wave of mergers and acquisitions in Uganda. Some of them are the

  1. 8 Miles a London headquartered equity fund that announced that it had acquired a 42 per cent stake in Orient bank Uganda.
  2. Manji Holdings’ Yo Kuku that announced that it had merged with South Africa’s RCL food’s Enkoko to form a new firm, HMH Rainbow, with both sides describing it as the “biggest chicken firm in the region.”
  3. Old Mutual finalised the acquisition of the majority stake in UAP Holdings, the owners of UAP insurance, pushing its staketo 66.7 per cent. Old Mutual, which is originally South African, is listed on the London and Johannesburg stock exchanges. It also took over UAP businesses in Tanzania, Kenya, and Rwanda. Through mergers and acquisitions, the 5 year development plan of turning Uganda to a middle income status will be accomplished.
  4. International medical group (IMG) announced that CIEL limited (CIEL), a Mauritius-based investment firm, through its wholly-owned subsidiary, CIEL Healthcare Limited (CHL), had acquired a majority stake in IMG, the owners of International Hospital Kampala (IHK).
  5. Kenya’s Brookside Dairy acquired Sameer Agriculture and Livestock, which had been a key player in the milk industry in Uganda

According to the regulations on mergers and acquisitions, a merger is defined as “An arrangement by which the assets of two or more companies become vested in or under the control of one company”. To acquire means “a person buys a stake in an already existing company”

Since 2013 which saw the first in country telecom acquisition of WARID Telecom by AIRTEL Uganda, various mergers and acquisitions have taken place in Uganda with the 5 mentioned above taking place in just 2015.

The latest developments have been in the banking sector both at a global and national level not to mention the controversial takeover of banks by Bank of Uganda, the Central Bank of Uganda.This has been further facilitated by the East African Common Markets Protocol and the process of regionalization.

RELEVANT AUTHORITIES AND LEGISLATION

The leading authority in charge of mergers and acquisitions in Uganda is the Ministry of Trade, Tourism, Industry and Co-operations. It has affiliated institutions including, the Uganda Commodity Exchange Limited (UCE), Management Training and Advisory Center and the Uganda National Bureaux of Standards. The ministry offers regulatory and supervisory work for all businesses in the Nation.

The second authority is the Capital Markets Authority which is a semi autonomuos body that was established to promote, develop and regulate the capital markets industry in Uganda with the overall objective of investor protection and market efficiency.In the case of KCC Football club Limited versus Capital markets authority. The court held that Section 5 (1) (c) of The Capital Markets Authority Act (Cap 84) provides that one of the functions of the Defendant authority is the protection of investor’s interests.

There is also the Capital Markets (Takeovers and Mergers) Regulations. 2012.  Part III of the act provides for the procedure of mergers and acquisitions.

The Companies Act 2012 is another relevant legislation on Mergers and acquisitions in Uganda Section 71 of the Act gives power to companies limited by shares to carry out stake building as a form of acquisition.

Before Parliament is the Competition and Consumer Protection bill which when passed will also guide the mergers and acquisitions.

International Financial Reporting Standard 3 (IFRS 3) guides the accounting for Business Combinations. The standard provides for the acquisition method, which requires assets acquired and liabilities to be measured at their fair values as at the date on which the acquiring entity obtains control of the acquiree

CONCLUSION

Uganda has a very conducive investment climate for mergers and acquisitions. The regulatory framework in place seems sufficient and M&A seems to be the way to go for struggling business that seek refinancing.

The investment climate in Uganda is rife with incentives from tax breaks to free trade zones. For a country that is witnessing the birth of a vibrant capital market in the same period as she begins to “harvest” oil, we should expect much more as firms consolidate to recapitalize, and benefit from economies of scale.

The increased attention from the BRICs in Uganda is also acting as a harbinger of global capital giants whose safest way of penetrating the market will most likely be through M&A.

Pheona Nabasa Wall

AB & David, Uganda