Simba Properties Investment Co. Ltd has broken silence over a public auction advert that appeared in the Daily Monitor today, purporting to put up its properties for sale, dismissing the advert as a “malicious illegality”, an “abuse of the court process” as well as a “misguided and unprofessional conduct” by the bailiffs/auctioneers and the lawyers for whom they purport to represent.
The group has advised its stakeholders and the public to ignore the said impugned advert.
In a public notice, issued on the company’s behalf, by its lawyers, M/S Muwema & Co Advocates, Simba Properties Investment Co. Ltd warns “anyone who acts upon the illegalities, falsehoods and misrepresentation conveyed in the impugned public notice” as doing so, “so at their grave risk and peril.”
Earlier today, CEO East Africa Magazine broke a story in which it detailed how Vantage Mezzanine Fund II Partnership, is attempting to shortcut the court process in the protracted commercial dispute against the Simba Group companies, in its favour.
“We act for M/s Simba Properties Investment Co. Ltd, and the registered proprietors of Protea Hotel – Naguru Skyz, Elizabeth Royal Apartments and Moyo Close Apartments. Our Client’s attention is drawn to a public auction advert issued by Quickway Auctioneers and Court Bailiffs appearing on Page 9 of the Monitor newspaper today purporting to offer our client’s above-mentioned properties for sale upon the instructions of M/S Kirunda & Wasige Advocates,” Muwema & Co Advocates wrote in the notice.
“We wish to inform the general public that the said advert has been issued without any legal basis. It is a malicious advert whose sole purpose is to alarm and cause irreparable damage to our client’s business and reputation,” the law firm added.
Offering a clarification on the matter, Muwema & Co Advocates further said that the matter under which Vantage Mezzanine Fund II Partnership seeks to take over the said properties, has been dismissed by the court and therefore the alleged instructions from Kirunda & Wasige Advocates who purport to represent the Mezzanine Fund, are without any legal basis.
“Our client’s properties are not liable to be advertised for sale by any mortgagee purported to be represented by Kirunda & Wasige Advocates and Quickway Auctioneers and Court Bailiffs. M/s Kirunda & Wasige Advocates used to act for Vantage Mezzanine Fund II Partnership, in a long-standing commercial dispute with our client which was decided against them recently.
The above dispute was settled on the 9th of May 2022 by Hon. Justice Musa Ssekaana of the High Court when he declared in Misc. Cause No. 205 of 2021 Vantage Mezzanine Fund II Partnership vs. Simba Properties Investment Co. Ltd, that Vantage Mezzanine Fund II Partnership does not have any legal presence, existence or locus standi to file the suit,” Muwema asserts, adding that a self-explanatory court order has since been issued by the court to all parties and it, therefore, must be respected.
According to the order, dated 18th May 2022, in respect to Miscellaneous Application No. 205 of 2021, which CEO East Africa has seen, Justice Musa Ssekaana ordered: “This application for a judicial review coming up this 9th day of May 2022 for final disposal before His Lordship Hon Justice Mr. Ssekaana Musa and delivered via email to Mr. Robert Kirunda, Counsel for the Applicant, Mr. Birungi Dennis, Counsel for the first Respondent (Uganda Registration Services Bureau) and Mr. Fredrick Muwema and Mr. Charles Nsubuga, Counsel for the 2nd, 3rd, 4th, and 5th Respondents (the various Simba Group Companies), it is hereby ordered as hereunder; The Applicant (Vantage Mezzanine Fund II Partnership) has no legal presence and locus (capacity) to commence this application. The Application is hereby dismissed with no orders as to costs.”
M/S Kirunda & Wasige Advocates has no basis to issue any orders
Quoting the court order, Muwema & Co Advocates, further clarified that “From the 9th of May 2022, M/S Kirunda & Wasige Advocates ceased to have a client to act for and for that matter, they cannot claim to be instructed to take legal action of any form by or for the non-existent Vantage Mezzanine Fund II Partnership.”
Related
Amanda Ayebare, AutoXpress CFO: Balancing Survival and Growth in the Adventurous SME Landscape“The action taken by Kirunda & Wasige Advocates and Quickway Auctioneers and Court Bailiffs tend to disabuse the binding judicial authority which nullifies any masquerade of legal existence by Vantage Mezzanine Fund II Partnership when they unlawfully purport to resurrect it with legal personality rights, whereas not. The above misguided and unprofessional conduct by the said lawyers and auctioneers undermines the authority of the courts of law to adjudicate disputes between the parties and is also in blatant disregard and contempt of court orders. Our client has therefore instructed us to exorcise the ghost of the non-existent Vantage Mezzanine Fund II Partnership by taking the appropriate compensatory legal action against its promoters, lawyers, and auctioneers for the offensive publication. Our client’s well-wishers, business associates and the general public are informed and advised accordingly to ignore the impugned public notice,” concluded Muwema & Co Advocates.
Vantage Mezzanine Fund II Partnership is yet to speak out about the matter.
Brief background to the commercial dispute
The brief facts of the case are that Simba Properties Investment Co. Limited obtained a term facility of USD10 million from and entered into a Mezzanine Term Facility Agreement (MTFA) with Vantage Mezzanine Fund II Partnership run by South Africa’s Vantage Capital Fund Managers (Pty) Ltd.
Mezzanine financing is a hybrid of debt and equity financing that gives the lender the right to convert the debt to an equity interest in the company in case of default.
Thereafter, a commercial dispute ensued, over the contractual terms of the agreement prompting Simba Properties Investment Co. Limited to go to Court, under Civil Suit No. 988 of 2019.
Vantage Mezzanine Fund II Partnership in Miscellaneous Application No. 201 of 2020, successfully convinced the court to dismiss the main suit, since the contract warranted that all disputes should undergo arbitration first. However, upon dismissal of the main suit, Vantage Mezzanine Fund II Partnership didn’t go for the arbitration process but instead sought to exercise the debt-to-equity conversion options and therefore sought to execute a shares transfer of certain Simba Group companies, namely: Simba Properties Investment Co. Limited, Simba Telecom Limited, Linda Properties Limited, and Elgon Terrace Hotel Limited.
Upon lodging transfer documents with Uganda Registration Services Bureau (URSB). Simba Properties Investment Co. Limited objected and following a hearing of both parties, URSB declined the transfer and instead advised the parties to continue to arbitration as advised by the court.
Dissatisfied, by URSB’s decision, Vantage Mezzanine Fund II Partnership again went to Court, via Miscellaneous Cause No. 205 of 2021 seeking a judicial review of URSB’s decision. Court, in a May 9th, 2022, ruling, subsequently found that the Vantage Mezzanine Fund II Partnership was not locally registered and therefore was a non-existing party and proceeded to dismiss all claims by it. But the court also heard from URSB that the documents that Vantage Mezzanine Fund II Partnership presented for registration were defective on various levels and therefore could not be legally registered.
It appears, following the two rulings that were not in Vantage Mezzanine Fund II Partnership’s favour, the company decided to try another move, this time, to directly sell and or takeover properties belonging to the Simba Group companies that the court said, Vantage Mezzanine Fund II Partnership, cannot own.
It is this latest move that Simba Properties Investment Co. Ltd, is protesting against and has said, it shall challenge in court.
