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Rubis Kenol Deal Details

The Directors of Kenol Kobil have recommended that their shareholders accept a buyout offer from Rubis Energie as more details have been availed about the deal.

The board faces shareholders at the 2016 KenolKobil AGM

Kenol is second largest in the country of 60 oil marketers. It has 13% market share boosted by 47% share in civil aviation. In retail, they have a 10% share behind Vivo/Shell and Total. Rubis is listed on the Paris Euronext Exchange. It has grown in 15 years by acquiring and managing companies and all its individual businesses are now profitable. SBG Securities have confirmed that Rubis have enough funds for the takeover.

Deal Excerpts

Special Shareholders

  • The offer is a 50% premium price and it is billed as offering shareholders a 100% cash return without broker charges.
  • Rubis owns just under 24% of Kenol that it bought from Wells, on October 2018 at Kshs 15.3 per share. If it takes over the company before October 2019, it will pay Wells an equivalent of the difference that other shareholders are receiving over and above what Wells received.
  • If Kenol announces any dividend now, an amount equivalent of the dividend shall be deducted from the amount due to be paid to any shareholder.
  • Kenol shareholders can only accept the offer in full, not partially. Kenol can vary its offer up to 5 days before the closing date and any shareholder who had accepted will be deemed to have accepted the new terms.
  • Rubis has received irrevocable undertakings from Tasmin Ltd with 4.2% and CEO David Ohana with 5.7% comprising 88 million shares he was granted in an ESOP in January 2017.

Way Forward:  

  • The offer closes Feb 18, 2019, with results announced on March 12.
  • Rubis reserves the right to extend the offer, with the approval of the CMA, but not beyond July 30, 2019. 
  • Shareholders, local and foreign, individual and corporate have been invited to register their interest in accepting the offer electronically on Rubis site  – this takes care of an issue cited in the stalled Victus-Unga buyout in which no response was received from 8% of their shareholder), as either they did not receive their documents through their post office mailboxes in time or did not respond, perhaps because they hoped that a better offer for their Unga shares would materialize.
  • If Rubis attains 90% support, they will force other shareholders to accept, and move on with delisting. If they gain 75% support but fall short of 90%, they may seek shareholder and regulatory approval to delist. Rubis will vote in favour of that and, if 75% approve and not more than 10% oppose it, they will proceed to delist Kenol. If it does not delist, it will remain listed until approvals are obtained or CMA asks the NSE to delist the shares. They caution that if Kenol is not delisted, after the conclusion of this deal, the remaining shareholders will find that the liquidity of their shares will go down, – noting that less than 0.06% shares traded each in a six month period prior to the deal announcement.

Kenya Government seeks Investors for Consolidated Bank

The Government of Kenya has invited local or foreign investors to buy a stake in Consolidated Bank. This comes after shareholders had approved an increase of the authorized capital of the bank by Kshs 3.5 billion through the creation of 175 million redeemable cumulative preference shares which will be allocated to the new investors.

The bank was ranked 30 out of 40 in terms of asset size at the beginning of the year.  Kenyan banks have been impacted by interest rate caps, more so small banks, and Consolidated has also been limited by its capital base which was Kshs 594 million at the beginning of the year. As at September 30 2018, the bank had Kshs 12.6 billion in assets, with Kshs 8.3 billion in deposits and Kshs 7.9 billion of loans.

The Government owns 85% of Consolidated through, stakes were previously partially owned by the Deposit Protection Fund, and through entities including Kenya National Assurance (2001), Kenya Pipeline Company, Kenya National Examination Council, Telkom Kenya, National Hospital Insurance Fund and LAPTRUST Retirement Services. The institutions had deposits in several banks that collapsed in the 1980’s  – such as Jimba Credit Corporation, Kenya Savings & Mortgages, Citizen Building Society, Estate Building Society, Estate Finance Company of Kenya, Business Finance Company, Home Savings and Mortgages, Union Bank of Kenya, and Nationwide Finance Company – and which were then “consolidated” into one restructured bank.

The Government had earlier injected Kshs 500 million of capital into the bank and appointed a transaction advisor in May 2018. Bidders are to register their details and submit their expressions of interest by email before the deadline for tenders on January 23, 2019.

Ghana bank reforms continue

Continuing banks reforms in Ghana, from back in 2018, the Bank of Ghana issued a new statement (PDF) on the state of banking in the country for the end of that year.

It stated that they had inherited a system with distressed banks that were not adequately capitalized, and which had high non-performing loans, and cases of insolvency and illiquidity – largely a result of poor corporate governance, false financial reporting, and insider dealings.

They noted that they had revoked seven licenses and arranged for those banks to exit in an orderly way and that after a recapitalization push, there were 23 banks with universal banking licenses in Ghana that had met the minimum paid-up capital of GHF 400 million (~$83 million) at the end of the year.

Excerpts:

  • The Bank of Ghana had approved three merger applications – (i) of First Atlantic Merchant and Energy Commercial banks, (ii) of Omni and Sahel Sahara banks and that of (iii) First National and GHL banks, as pension funds had invested equity in five other banks through a special purpose holding company called the Ghana Amalgamated Trust (GAT).
  • Another bank, GN Bank, was unable to comply with the capital requirement and its request to downgrade, from a universal banking license, to a savings and one had been approved. 
  • The Bank of Baroda has divested from Ghana following a decision by its parent bank which is wholly-owned by the Government of India. Subsequently, the Bank of Ghana has approved its winding down plan and allowed all the customers, assets and loans of Baroda Ghana to be migrated to Stanbic Bank Ghana.
  • Two other banks Premium and Heritage had their licenses revoked, and a receiver manager from PricewaterhouseCoopers appointed to take charge of the banks. Premium was found to have been insolvent while Heritage had obtained its license in 2016 on the basis of capital with questionable sources. All deposits of the banks were transferred to Consolidated Bank and the Ghana government has issued a bond to support the transfer of assets.

Large Bank Engagement Programs: Nigeria and Kenya

How do large banks engage with the public? Some have programs that go beyond the usual corporate social responsibility – and which go out to address unique national challenges or provide opportunities to large segments of the population who may also be customers of the bank

Kenya scholarships and training.

In Kenya, large banks have some education programs, offering scholarships and support to gifted primary and high school students in different counties. The largest of these has been Equity Bank, which has its “Wings to Fly” leadership program. In nine years, Wings to Fly has given over 15,000 scholarships to needy or financial challenged pupils, 8,000 of who attained the university entrance grade after secondary school.

There are also other entrepreneurship forums, training programs and business clubs.

KCB has a KCB2Jiajiri, a Kshs 50 billion program started in 2016 that aims to benefit 500,000 entrepreneurs in 5 years, thereby creating at least 2.5 million direct and indirect jobs. 

Barclays

Barclays Bank of Kenya launched Ready to Work, a free online training program to help college students and recent graduates get “job-ready” for a world of work. The bank also has a business club founded in 2003 that has supported over 9,000 companies and whose entrepreneur members have traveled to network and trade in over ten countries.

Nigerian bank do mega events:

Access Bank: In December, Access Bank had a huge year-end musical event.

The Bank also hosted a “Born In Africa Fest,” a musical event that was attended by over 25,000 guests.

Ecobank: The bank has a recurring fintech challenge to find financial technology companies with solutions and models that can scale across Africa.

GT Bank

GT Bank stages an annual fashion event called the GTBank Fashion Weekend that brings together fashion and business leaders from around the world to create the biggest fashion experience in Africa.

They also aim to showcase African art in different countries.

UBA: Unique among the banks is UBA, who in conjunction with their Chairman, and his Tony Elumelu Foundation have just launched the fifth year of a $100 million entrepreneurship challenge a philanthropic program that aims to find, train and fund 10,000 African entrepreneurs. So far, over 4,470 entrepreneurs have benefited, and, through UBA in Kenya, over 350 local entrepreneurs in Kenya have received the seed capital of $5,000 for their businesses, training and mentoring, and many of them have been to Nigeria to attend an annual congress of entrepreneurs.

The number of applicants has been increasing each year. Last year there were over 150,000 applicants, and this year applications are all being done via TEFConnect, which is billed as the largest digital networking platform for African entrepreneurs.

The TEF Entrepreneurship Program is open to citizens and legal residents of all African countries, who run for-profit businesses based in Africa that are no older than three years. The deadline for applications submission is March 1, 2019.

Zenith Bank

Zenith Bank held “Style by Zenith,” a flagship Lifestyle, beauty, fashion, accessories and entertainment fair, in conjunction with Fashion One, in the last weekend of December 2018.

Bank Rankings 2018 Part II: New Entrants

Following an earlier ranking of the top banks based on their asset size at the beginning of the year, what are Kenya’s top banks likely to be, nominally based on asset size at the end of the year? In 2018, Interest rate caps and IFRS9 have had an impact on bank performance while the departures of Imperial and Chase banks were announced.

Ranking using September 2018 numbers 

1. KCB Group – Kenya bank assets of Kshs 594 billion assets (and group assets of Kshs 684 billion).

2. Equity – Kenya bank assets of Kshs 424 billion (and group assets of Kshs 560 billion).

* 3 CBA/NIC – combined assets of Kshs 425 billion (as at September 2018) – if an announced merger deal is approved and completed. CBA and NIC are ranked 9 and 10 by assets, and will leap-frog Cooperative Bank, Barclays Kenya, Diamond Trust, Standard Chartered Kenya, Stanbic and Investment & Mortgages (I&M) banks.

4. Co-op Bank Kenya – asses of Kshs 398 billion.

Other new and interesting bank changes this year; 

12.  State-owned National Bank is in search of a shareholder deal to boost capital.

15.  SBM Kenya. The State Bank of Mauritius completed a carve-out and rebranding of assets, staff, branches and customers of Chase Bank in August. For the third quarter of 2018, it reported assets of Kshs 75.5 billion up from 11.7 billion in January 2018. It now has customer loans of Kshs 12.4 billion, customer deposits of Kshs 53.6 billion, and government securities of Kshs 34.8 billion. SBM entered Kenya two years ago by taking over Fidelity Bank that had assets of Kshs 15 billion in 2015 for just $1. KCB also is expected to conclude a takeover deal for collapsed Imperial Bank in 2019.

39. Mayfair Bank was licensed to operate in June 2017 and began operations later in August. Mayfair now has Kshs 5.3 billion in assets and operates three branches in Nairobi and Mombasa.

41 Dubai Islamic Bank – Kenya (DIB Kenya) with Kshs 4.1 billion in assets was licensed in April 2017. It, is the third Shariah-only bank in Kenya, after Gulf African (No. 23 with Kshs 32 billion of assets) and First Community (No. 31 with Kshs 16 billion assets). DIB Kenya is a fully-owned subsidiary of Dubai Islamic Bank which is one of the largest Islamic banks in the world.

$1 = Kshs 102.