dfcu Limited has cautioned shareholders and the investing public that it expects to report a loss for the first half of 2026, blaming the surge in legal expenses tied to its protracted Crane Bank battle at the English High Court.
In a Profit Warning issued under Rule 38(3)(c) of the Uganda Securities Exchange Listing Rules 2025, the Board of Directors indicated that the bank’s unaudited results for the six months ending 30 June 2026 will swing into a loss, compared with the same period in 2025.
The Board’s formal notice stated: “The Board of Directors of dfcu Limited (the Company) wishes to inform its Shareholders and the investing public that the Company’s unaudited financial results for the six months ended 30th June 2026 shall reflect a loss position compared to the corresponding period in 2025.”
dfcu directly tied the projected loss to the cost of defending one of the largest commercial disputes in its history, saying: “This is attributed to high legal costs incurred during the period in connection with ongoing proceedings before the English High Court.”
The proceedings trace back to a 2020 claim filed in London by Crane Bank Limited (CBL) and a number of its shareholders against dfcu Limited, dfcu Bank and other parties. The claim concerns the acquisition of certain assets and the assumption of certain liabilities following Crane Bank’s collapse in 2017.
Even as it warned of the loss, dfcu moved to assure investors that its core operations remain sound: “The Group remains resilient with its key fundamentals strong and on a sustained upward trajectory as indicated in the published financial results.”
Court Sides Against dfcu on Defence Changes:
The profit warning follows a significant procedural ruling at the English High Court in the multibillion-shilling dispute. The court turned down major parts of dfcu’s effort to rework its defence.
Deputy High Court Judge Paul Stanley KC refused to let dfcu plead the detailed findings of PricewaterhouseCoopers (PwC) forensic reports as though they were facts to be proved at trial.
The underlying dispute turns on Crane Bank’s allegation that the Bank of Uganda unlawfully took over the bank in 2016 before passing most of its assets and liabilities to dfcu in January 2017 in what the former shareholders describe as a sale at a gross undervalue. Crane Bank and its shareholders argue the takeover and subsequent sale were the product of a corrupt scheme, with concerns about the bank’s financial position manufactured to smooth the way for its acquisition.
dfcu’s defence has leaned heavily on two PwC forensic reports that the Bank of Uganda commissioned after placing Crane Bank under statutory management. Those reports raised numerous allegations around the bank’s management and financial affairs.
Yet Judge Stanley drew a firm line between citing the existence of those reports and treating their conclusions as established fact. He held that while dfcu may point to the fact that the reports were prepared and that regulators could properly have considered them when deciding how to act, it cannot simply transplant the reports’ contested findings into its defence as factual allegations without proving them at trial.
Parts of dfcu’s proposed amendments drew sharp criticism from the judge, who said they generated a “dangerous ambiguity” by muddying the line between PwC’s allegations and facts dfcu intended to prove. He noted that dfcu’s proposed pleading effectively tried to fold large sections of the forensic reports into the litigation, a step that risked complicating and even derailing the proceedings.
“If the intention were to use these paragraphs as a way of incorporating, by reference, PwC’s conclusions as allegations in this case, this is not the right way of doing so,” the judge said. “It would obstruct the orderly resolution of the case.”
The court further found that allowing such pleadings would drag in numerous contested factual issues stretching back over many years, demanding extensive additional evidence and turning what is already complex litigation into an even bigger trial.
In place of the rejected amendments, the judge allowed dfcu only to rely on the existence and content of the PwC reports for the narrow purpose of explaining why the Bank of Uganda, or a reasonable regulator, may have acted as it did — without asserting that the reports’ conclusions were true.
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