Change in the ultimate shareholder of a group with subsidiaries in various African countries

Client Overview

Our client anticipated a significant corporate transaction involving a new shareholder’s acquisition of their group. This transaction, while not involving the disposal of companies or assets, would result in a change of control across various subsidiaries located in Ghana, Kenya, Nigeria, Tanzania, Uganda, and Zambia. The client required an assessment of potential tax implications, specifically concerning capital gains tax and other relevant taxes associated with this change.

Specialist Services Used:

Goals

  • Identify potential tax liabilities arising from a change in ultimate shareholder.
  • Understand how capital gains and other local taxes might apply to the transaction across multiple jurisdictions.
  • Ensure the client is prepared to address any tax implications promptly.

Our Recommendations

Leveraging our expertise in each country’s tax laws, we comprehensively reviewed the tax implications across the group’s key operating countries. Our analysis included the following elements:

01.

Evaluated potential capital gains tax liabilities based on the change in control, considering each jurisdiction’s approach to indirect disposals and deemed disposals.  This included considering the legislation in each country and the double taxation agreement with South Africa, where one exists.

02.

Assessment of other relevant taxes, including withholding tax and transaction levies, to identify where and how tax obligations might arise and be imposed.

03.

Calculative frameworks for calculating any taxes arising from the transaction in each country allow the client to budget for and address potential liabilities proactively.

Outcomes (To Date)

Through our targeted advisory support, the client gained a clear understanding of potential tax liabilities associated with the upcoming change in control. This insight enabled them to proceed with the transaction while remaining compliant and prepared for tax obligations across their operational jurisdictions.

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