UGANDA Law and Practice Contributed by: Arnold Lule Sekiwano, Ritah Nakalema, Evelyn Maria Nakigudde and Collette Melvina Awano, Engoru, Mutebi Advocates
In capital markets, the Capital Markets Authority (Corporate Governance) Regulations 2025 imposed mandatory governance standards on listed compa - nies and intermediaries, while the Uganda Securities Exchange (USE) advanced sustainability reporting initiatives aligned with international ESG standards, raising disclosure and integration expectations in acquisitions. In addition, the USE introduced signifi - cant amendments to its Listing Rules, Fees, Charges and Penalties Rules, and Trading Rules 2021, all of which took effect on 25 February 2025. The amend - ments strengthen regulatory oversight, enhance mar - ket transparency and impose stricter compliance requirements on issuers and trading participants. Competition enforcement has also become more structured following the gazettement of the Com - petition Regulations 2025, which introduced merg - er notification thresholds, filing fees and a 120-day review timeline, alongside an expanded definition of control. Regionally, the Common Market for Eastern and Southern Africa (COMESA) Competition and Con - sumer Protection Regulations 2025 established a sus - pensory merger regime, clarified notification thresh - olds including for digital markets and greenfield joint ventures, and strengthened the public interest test, making regional clearance a central consideration in cross-border transactions. Tax amendments in 2025, including the removal of stamp duty on most agreements and enhanced incen - tives for private equity and venture capital funds reg - ulated by the CMA, have improved deal efficiency, while stricter tax identification and gaming payment gateway requirements, together with ongoing benefi - cial ownership disclosure obligations, have reinforced compliance and transparency as core elements of transaction planning and due diligence. 1.3 Key Industries The industries in Uganda that experienced significant M&A activity in the past 12 months include banking, finance, agribusiness, communications and insur - ance. In the banking sector, local banks have pur - sued consolidation to strengthen capital adequacy and enhance operational efficiencies, such as ABSA Bank’s completed acquisition of Standard Chartered Bank’s wealth and retail banking portfolio. Similarly, the
communications industry has witnessed major M&A activity. CANAL+ and MultiChoice Group announced a mandatory takeover offer by CANAL+ for the shares of MultiChoice Group, including GOtv Uganda, pend - ing regulatory approval from the Uganda Communi - cations Commission. The insurance sector has also seen increased deal activity, including Sanlam Allianz Africa (Proprietary) Limited taking security by way of share pledge over shares in Sanlam Allianz General Insurance (Uganda) Limited from NICO Holdings Plc, reflecting ongoing consolidation and regional restruc - turing within the industry. In Uganda, the predominant means of acquisition of a private company is by way of a share purchase, which involves the transfer of the shares of existing shareholders and/or subscription for new shares. Companies may also be acquired through an asset purchase or through an amalgamation, which entails the unification of two or more companies to form one in accordance with the provisions of the Companies Act, Cap 106 (“the Companies Act”). A company that intends to amalgamate must authorise an amalga - mation proposal, which must detail the terms of the amalgamation. 2. Overview of Regulatory Field 2.1 Acquiring a Company In relation to publicly listed companies, shares can be acquired through the relevant securities exchange, a private placement or a takeover (mandatory or other - wise). The Capital Markets (Takeovers and Mergers) Regulations 2012 (“the Takeovers and Mergers Regu - lations”) stipulate threshold requirements that trigger the application of the takeover procedure. This arises in instances where a person that makes an offer to acquire voting rights of a listed company: • holds more than 15% but less than 50% of the vot - ing rights of a listed company and acquires in any one year more than 5% of the voting rights of such a company; • holds 50% or more of the voting rights of a listed company and acquires additional voting rights in the listed company;
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