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Media owners take on Registrar of Companies over ADN claims

Kenya: The tactics of a group fighting to keep Kenya’s biggest broadcasters off-air have turned ugly, after a story in a local daily yesterday cited what now appears to be a fake document to claim that The Standard Group Limited, Nation Media Group Limited and Royal Media Services Limited do not own Africa Digital Network (ADN).

The three own KTN, NTV and Citizen TV respectively, the stations in the digital consortium called Africa [not African] Digital Network. Not only was the letter cited by the daily questionable, but it displayed several discrepancies that may point to an ulterior motive behind it.

The Registrar of Companies is on the spot over the alleged registration of two companies with similar names, one of which is at the centre of the current digital migration debacle.

Three media houses have written to Registrar Bernice Gachengu, asking her to act on claims that a company similar to theirs had been registered or was in the process of being registered.

It turned out that two companies – one by the name Africa Digital Network (ADN) owned by the Standard Group Limited, Nation Media Group Limited and Royal Media Services Limited, and another called African Digital Network may have already been registered.

The issue arose from an article published by The Star newspaper yesterday, claiming that the company Africa Digital Network was not owned by the three mainstream media houses – Standard Group, Nation Media Group and Royal Media Services – who are in a stand-off with the Communications Authority of Kenya (CA) over the digital migration process.

But the letter of registration for the African Digital Network cited by the story has several glaring discrepancies that raise doubts about its authenticity. First, it claims to have been registered in 115 years ago, on January 1, 1900, which would make its owners among Kenya's octogenerians.

Secondly, the company was allegedly registered at midnight. Most Government offices, including that of the Department of the Registrar General, close at 5pm.

Third, the letter gives the company's offices as being situated in Comerce House on Moi Avenue. There is no building by that name, but there is a Commerce House on Moi Avenue, and it certainly did not exist on January 1, 1900.

The company owned by the three media houses and which has been their vehicle in the push for digital frequencies and signal distribution licences is called ADN and was incorporated late last year. The media houses wrote a protest letter to the Registrar yesterday, saying there was a possibility of mischief in the registration of the two names.

In the letter, they say that in June last year, they instructed law firm Hamilton, Harrison and Mathews to act for them in the incorporation of the company. On July 10, 2014, the Registrar wrote to them confirming the availability of the name AFRICA DIGITAL NETWORK LIMITED for registration.

An application for the registration by that name was presented to the Registrar and the company was duly registered on August 6, 2014. They were issued with Certificate of Incorporation number CPR/2014/154740, a copy of which is available with The Standard.

"We are concerned by an article published in The Star newspaper of February 26, 2015, to the effect that another company with the name African Digital Network Limited has been or is in the process of being incorporated," the letter read.

"It's our belief that the purported registration or proposed registration of a company by the later name African Digital Network is being undertaken out of mischief by a third party or due to inadvertence at the Registry. Whatever the case, such a registration would be undesirable and is likely to cause confusion due to the similarity of the names of the two companies," reads the letter.

On December 3, 2014, the media houses wrote to the CA applying for a signal distribution licence under the name of their company. They informed CA Director General Francis Wangusi that due to the urgency of the matter, they had been unable to obtain Form CR12 from the Registrar.

"It's our understanding that this would take at least five working days. We have issued a Statutory Declaration by the Advocate for the Consortium confirming the shareholding and directorship of Africa Digital Network," their letter said. The letter was received and stamped by the CA the following day.

On Wednesday, Mr Wangusi told the Senate Committee on Legal and Human Rights that the three media houses had never produced a CR12, which is a document issued by the Registrar showing the directorship of the company. He said for that reason, ADN would not be allowed to use their licence.

Yesterday The Star alleged that a Timothy Charo Odhiambo and a John Macharia Maina each hold 500 shares in the company. But in the same report, they quoted Mr Maina, the son of Royal Media owner SK Macharia, denying having ever registered or owned a company by that name.

It further claimed that a source at the Registrar's office had informed them that the registration was still in process.