Commercial Transactions
We have a vibrant Commercial Transactions and Corporate Advisory team providing advice on a wide range of transactional matters in diverse sectors which include; corporate governance, capital markets and securities, mergers and acquisitions, infrastructure and Public Private Partnerships, employment and labour law, intellectual property, private equity, real estate, immigration and insurance.
Our team has advised numerous clients (both local and international) in matters pertaining to transactional and general legal services at all stages of their businesses. It provides advice and counsel from the formation of legal entities, the creation of business structures including human resource planning, the formation of corporate policies, business planning, governance and board matters and financing, to mention but a few. We have on hand various legal and non- legal consultants that routinely work with our team to provide wholesome, relevant business advice.
The team has amassed an impressive wealth of experience in mergers and acquisitions. It has been at the forefront of big ticket mergers and acquisition across a wide spectrum of sectors, telecommunications included. The team has partnered with a number of prestigious regional and international law firms in many of these assignments most of which have had a cross jurisdictional element. KAA represented one of the largest east African downstream oil companies in the acquisition of the assets of an oil service company in Uganda, Rwanda and Kenya. It has advised on numerous asset and share purchases within the telecommunications and banking sectors and has supported the clients in acquiring the requisite anti-trust merger filings, authorisations and regulatory approvals from a wide range of regulators such as the Uganda Communications Commission, the Bank of Uganda, and COMESA.
The team has experience dealing with complex large scale supply of goods and services contracts, outsourcing arrangements, distribution and agency agreements, public procurement agreements, construction and infrastructure arrangements, licensing and regulatory matters. The practice has advised clients on derivatives and capital markets with regard to Initial Public Offerings, the development, construction and financing of real estate projects among others.
The lawyers have diverse specializations and take the time to understand our clients’ business needs in order to provide practical legal solutions intended to meet our clients’ commercial needs and promote business continuity. The various departments in the firm work as part of an ecosystem and draw from each other’s synergies to find legal solutions from various angles of the law.
Milestones
1. Mergers and Acquisitions.
• Advising on an asset purchase transaction worth over USD 23 million pertaining to the acquisition of a telecommunications company.
• Advising on a share purchase transaction worth over USD 45 million pertaining to the acquisition of a financial institution.
• Advised on an Asset Purchase transaction worth USD 9 Million pertaining to the purchase of petroleum service stations and the transfer of the legal interests in the property and the business.
• Advised on a settlement transaction to demerge a joint venture whose assets were worth over USD 50 Million.
• Advised Centenary Rural Development Bank on the acquisition of a 10% stake in the Bank by Rural Impulse Fund II/ RIF- North1, a company managed by INCOFIN Investment Management.
• Advised SAB Miller on its acquisition of Rwenzori Bottling (U) Ltd, a leading mineral water producer and its subsidiary Plastics Recycling (U) Ltd.
• Advised Orient Bank in connection with the acquisition of 70% of its share capital and its subsidiary by Sabre Capital Limited and/or Co-investors.
• Advised Sanlam Developing Markets in acquiring majority stake in Niko Insurance Uganda Limited.
• Advised MTN International Mauritius Limited in the sale of 6% of its shareholding in MTN Uganda Limited through a private placement.
• Advised Global Environment Fund on a US$ 4million loan to Global Woods for restructuring of the company. The loan is to be converted into equity and the Fund will commit additional investment.
• Advised a confidential client on an acquisition of a conglomerate that operates in the East African region engaged in the supply of auto parts.
• Advised Saipem International BV in structuring an acquisition of Habib Oil’s 49% shareholding in Saipem East Africa Limited by its subsidiary, Snamprogetti Netherlands BV.
2. Corporate Governance, Private Equity, Capital Markets and Securities.
• Advised Standard Chartered Bank on a UGX 23 billion issuance of its subordinated debt issue.
• Advised NIC on its UGX 8 billion rights issue at the Uganda Securities Exchange.
• Advised NIC on its UGX 4.09 billion bonus issue at the Uganda Securities Exchange.
• Advised Uchumi on a UGX 40 billion cross-listing of its 265,426,614 shares on the Uganda Securities Exchange.
• Advised Kenya Airways on the cross-listing of its 1,477,169,549 shares on the Uganda Securities Exchange.
3. Infrastructure and Public Private Partnerships.
• Acting as the principal legal advisor for Finasi SRL in a USD 379 million worth project in negotiations with government officials on project documents including project framework agreements including Term Sheets, Project Works Investment Agreement and a Project Services Agreement for a project involving the design, finance, construction, equipping and operation of a specialized hospital for the Government of Uganda.
• Providing legal support on the Uganda Police Force Private Public Partnership in relation to the Development of accommodation units for the Uganda Police Force project worth USD. 400 million.
• Advised Opecprime Properties in a Public Private Partnership project for the development of a satellite town in Kampala
• Advised various clients on the development of hydro power projects. These include Arpe Limited on the Agago- Achwa hydro power project of 83MW, Muvumbe Hydro Limited on a 6.5MW Hydro Power Project, and EMS Africa Mpanga Limited on an 18 MW hydro power project. These projects involved negotiations with local and central government officials.
• Consulted as Ugandan legal expert for Castalia LLP in the preparation of Uganda’s Public Private Partnerships Bill.
Articles on Commercial Transactions
LEGAL ALERT: PROCEDURE FOR A LAWFUL CHANGE OF COMPANY NAME
Tue Feb 13, 2024
Commercial Transactions Experts
Commercial Transactions related FAQs
An individual or a group of individuals have the option of establishing any of the following businesses vehicles;
• A sole proprietorship;
• A private Company; this is defined as a legal person created by law that has the capacity to act on its own. It can take the form of a single member company, a company limited by shares, a company limited by guarantee.
• A partnership; this is defined as the relationship that exists among persons numbering between 2 and 20 who carry on the business together with the aim of making profits.
• A public company; A public company is a business whose shares can be freely traded on a stock exchange or over-the-counter. Also known as a publicly traded company.
• A Non-Governmental Organization
• A Foundation
• A trust
To register any of the different forms of companies, one ought to first reserve the name to be used and then file the documents/forms (on the URSB website) that are relevant to the particular form of private company one wishes to form.
When all the documents are ready, assessments ought to be made that can be found on the URA website and payment of all the registration fees and stamp duty. Upon registration, the registrar will issue a certificate of incorporation.
After registration, the following documents must be filed with URSB;
• Company form 20- Particulars of directors and secretaries(within 14 days)
• Company Form 18-Notice of Situation of Registered Office and Postal Address(within 14days)
• Company form 10-Return of allotment (within 60 days)
• Form of Annual Return for a company limited by shares(to be filed once every year)
In order to register a partnership, one needs to prepare a partnership deed, present this deed at the URSB offices together with all the payment receipts and wait for final registration.
However, it is important to note that a partnership is not defied by the registration of the Partnership deed. A partnership can be impliedly formed from the date on which the partners start acting with a uniform purpose of making profits together even before the deed is registered.
