By Ivan Mwine
Renowned Kampala lawyer Male Mabirizi Kiwanuka proved to court on Thursday that an entity called MTN Uganda, which was purportedly registered by the Capital Markets Authority (CMA) on Uganda’s Stock Exchange Market (SEM), does not exist.
According to evidence he tabled before Court, Mabirizi proved that whereas the CMA purportedly registered MTN Uganda and authorised the telecom company to issue an Initial Public Offering (IPO) seeking to sell shares to Ugandans, the company is not legally registered in Uganda.
A Certificate of Incorporation that was issued by the Registrar of Companies to the telecom dated February 25th,1998 indicates that the company that was registered is MTN (UGANDA) LIMITED, not MTN UGANDA LIMITED, which the CMA authorised to issue an IPO.
However, when Mabirizi proved the matter in court, CMA’s legal team argued that it was a misnomer that is tantamount to being ignored.
“In today’s 3-almost 7pm hearing, @CmaUganda has conceded that MTN UGANDA LIMITED whose prospectus it approved does not exist but it’s MTN (UGANDA) LIMITED but it calls it a misnormer. I have relied on many legal authorities to disprove them. Ruling on NOTICE,” Mabirizi tweeted after the hearing.
He added that: “They also concede that indeed @mtnug articles of association association on 20/8/2021 restricted transfer of shares, a trait of private companies but they claim they can’t look into that mbu they are not @URSBHQ. I’ve argued they have a DUE DILIGENCE DUTY.”
It should however be noted that the Certificate of Incorporation also indicates that MTN Uganda Limited converted from Private to Public Company on 28th October, 2003, yet it remains operating as a Private Limited Company.
“Represented by Attorney General’s MUTESI,they concede that @mtnug ‘Amended Articles’ signed on 14/11/02 were filed on 27/10/03 outside lawful 14 days without a Court order but again hide under @URSBHQ. I’ve said S.5A of @CmaUganda Act makes them independent,” Mabirizi noted.
Mabirizi dragged the CMA to the High Court vide file No. 287 of 2021 challenging MTN Uganda’s IPO, the company’s eligibility to be registered on Uganda’s Stock Exchange Market and a declaration whether MTN Uganda exists and is legally registered in Uganda.
Following this early victory in court, Mabirizi wrote to his colleague Counsel Isaac Ssemakadde thus; “Comrade @IsaacSsemakadde, u were right. As of now, the vendor of @mtnug shares “MTN UGANDA LIMITED” is not Registered anywhere as a corporate body & private Company “MTN (UGANDA) LIMITED” is watching. The Regulator is confessing b4 Court & VENDOR is silent.”