On December 6th, 2021, MTN Uganda Limited listed and commenced trading of its 22.4 billion ordinary shares on the Uganda Securities Exchange (USE). This was after the listing receiving the requisite approvals from the regulator, Capital Markets Authority (CMA) and the USE.
The MTN share sale is to date Uganda’s largest initial public offering raising a record UGX535 billion from applications for 2.9 billion shares (including incentive shares).
Following the IPO, MTN Group’s holding in Uganda’s largest telecom operator reduced to 83.05%. Perhaps most importantly, and in line with the objective for listing, Ugandans and Ugandan entities own 15% of the company led by National Social Security Fund (8.84%) and businessman Charles Mbiire (3.99%).
The MTN IPO breathed life into the stock market following a three-year dry spell and it couldn’t have come any bigger. The listing also made MTN the first telco to list in Uganda and the second publicly traded telco in East Africa.
To cross all the legal t’s and dot all the i’s, MTN chose DLA Piper Africa, Uganda (S&L Advocates) as the legal advisor for the deal. S&L Advocates is one of Uganda’s leading law firms- among the top 10.
It is rated among the top five tier 1 Ugandan financial and corporate law firms in the July 2021 edition of the IFLR1000― a globally renowned guide to the world’s leading financial and corporate law firms. Chambers and Partners, another global rating agency also classifies the firm as Band 1- the highest country ranking.
Leading the S&L Advocates team on the MTN IPO was Gertrude Wamala Karugaba, the firm’s Head of Corporate and Commercial practice.
She was assisted by partners, Paul Mbuga and Winnie Awino as well as senior associate, Winnie Kyomuhendo and associates, Marion Angom and Philbert Mpiirwe. The transaction was also supported by John Stone, a Counsel, from DLA Piper’s London office.
Gertrude Karugaba, the mega transactions advisor
Gertrude is one of Uganda’s finest corporate lawyers- no doubt. She is your go-to person on finance, banking, equity and debt capital markets, corporate law, commercial agreements and regulatory support.
She has acted for various local and international financial institutions as well as large corporates, some of which are listed on regional stock exchanges, on a variety of legal, regulatory, compliance and transactional mandates. She wields immense knowledge and experience in mergers & acquisitions, corporate restructuring, risk management, project finance, banking and finance, capital markets and corporate governance.
Other than the recently concluded MTN IPO, other notable mandates, competently closed by Gertrude include:
Netflix Strikes $82.7 Billion Deal to Take Over Warner Bros., Redefining the Global Entertainment Landscape- Advisory services to Stanbic Bank Uganda (Uganda’s largest bank) and Centenary Bank (Uganda’s largest indigenous bank and second biggest in size), on their respective corporate reorganization that created a holding company structure (including transferring the banking business undertaking to a banking subsidiary).
- She was the transaction advisor and project manager for dfcu Bank’s purchase of the assets and assumption of liabilities of Crane Bank following the placement of Crane Bank into receivership by the Central Bank; the transaction being the largest banking sector acquisition in Uganda.
- She was the legal advisor in the horizontal merger of NC Bank Uganda and Commercial Bank of Africa, Uganda, to create NCBA Bank Uganda. This followed the September 2019 merger at the group level back in Kenya, between NIC Group PLC- the parent company of NC Bank and CBA Group the parent company of CBA Bank Uganda, to form NCBA Group PLC. The resulting merged banking operation was named NCBA Bank Kenya PLC.
- She also advised dfcu Limited, on its USD55 million rights issue and listing of additional shares on the Uganda Securities Exchange. She has also advised the Uganda Securities Exchange, on its demutualization (conversion from a member-owned exchange to a self-regulating for-profit entity).
Away from financial services, Gertrude has also advised Savannah Commodities and Grainpulse Limited— two indigenous agro-commodity companies, concerning a business reorganization and subsequent equity investment by K+S AG, a German chemical company listed on the Frankfurt Stock Exchange.
She was also the lead advisor to British American Tobacco, Uganda in their business restructuring exercise involving the decommissioning and sale of the company’s green leaf processing plant, and cessation of its tobacco leaf business as well as the transfer of leaf processing operations to British American Tobacco Kenya and transfer of leaf processing assets to Alliance One International, a global agronomy services provider.
She also served as the Ugandan Counsel in the Vivo Energy plc, listing on the London Stock Exchange, as well as the on the listing and trading as a secondary inward listing on the Johannesburg Stock Exchange.
A highly regarded world-class professional
Gertrude is also recognised as a “Highly Regarded” banking and capital markets lawyer by the IFLR1000. In fact, she is one of only 7 women in the top 35 “Highly Regarded” lawyers in Uganda by the IFLR1000!
She is also one of only 7 women in the list of 42 lawyers recognised by the Chambers and Partners in Uganda.
Of her work, Chambers and Partners quotes one of her clients referring to her as: “simply a world-class professional.”
The Legal500 another lawyer rating guide ranks her as a “Leading Lawyer” in Uganda.
Gertrude is also a passionate corporate governance practitioner with sufficient lecturing experience as well as extensive board-level experience in highly regulated businesses. She is currently the board chair of Financial Sector Deepening Uganda and League of East African Directors. She is also a board member of KCB Bank Uganda and AK Life Sciences Ltd.
She is an Advocate admitted to the High Court of Uganda, a Member of the East Africa Law Society and the Uganda Law Society.
She holds a Master of Law (Commercial and Corporate Law) from University of Cambridge (Queens College); a Bachelor of Law from Makerere University and a Post-Graduate Diploma in Legal Practice from the Law Development Centre.
