Author Archives: bankelele

MTN Ghana IPO

MTN Ghana the leading Telco in that country has just launched an IPO as part of a requirement for obtaining a 4G license in 2015 and which has resulted in the offer of 35% ownership in the company to Ghanaian investors and with the shares listed thereafter.

MTN Ghana: It is the largest telco company in Ghana with 17.8 million subscribers, and with an estimated 47% market share and 12 million data customers. MTN Ghana had 2017 revenue of  GHS 3.42 billion (about $728 million) and a net profit of GHS 715 million ($152 million). They target is to pay put 60% of profit as dividends. It is part of the MTN Group that has 217 million customers across 22 Africa and the Middle East countries such as Uganda, South Sudan South Africa Sudan (not Kenya but for a corporate business unit), and it is the largest telco in 14 of these countries.

Looking at the IPO documents in an A to Z format:  

Ghana:  Ghana is the second biggest economy in West Africa. It has a population of 28 million, and a recent average economic growth rate of 7.0% per year. Ghana has a mobile penetration of 130% (38 million customers), and besides MTN, other companies are Airtel, Tigo, Vodafone and Glo.

GSE: The MTN Ghana shares, which will trade as MTNGH, will be listed on the Ghana stock exchange, which operates three markets including a main market with 34 listed equities, an alternative market and a fixed income market.

IPO Applications: Ghanaians can subscribe for the new shares through MTN USSD app, online, or at MTN branches. Payment options are by cash, cheque, MTN money, bank transfers and (Visa & MasterCard) debit cards, while payment by credit cards and postal orders are not allowed. Customers (who are clients of IC Securities) will also be able to trade/sell their share by USSD on the phone app

Mobile Money: 11.6 million customers use it to do a variety of things including money transfers (they have 90,000 agents/merchants), buy airtime, bill payments, bulk payments, pay fees to schools on the platform, save (and invest), “TBill4All” (partnership with Ecobank Ghana enables buying of treasury bills), “Y’ello” save (partnerships with Fidelity Bank for savings), international remittance, send money to bank accounts, buy “mi-life” insurance and do ATM cash-outs at machines at 8 of the 17 banks that MTN partners with. “MoMo” has also used for payment in the Google store since December 2017.

Shareholding changes: Ahead of the IPO, MTN Group owns 97.65% and a company called Zent 2.35%; after the IPO it is envisioned that MTN Group will have 63%, Zent 1.91% and new investors 35%. The minimum target to be deemed a success is 10% i.e uptake of 0.35 billion GHS ($75 million) – and allocation to non-Ghanaians will be limited to 5% of the issues shares

Taxes: MTN Ghana pays about 3% of Ghana government tax revenue and supports 500,000 jobs through its ecosystem of suppliers. It paid 1.1 billion cedis ($225 million) in 2017 as income tax, communication fees, withholding, customs duties, PAYE and other taxes.

Threats: The document cites threats to MTN Ghana growth plans including; battery theft (from cell sites), fibre cuts (average 3 per day on their 5,000 kilometre nationwide fibre network), SImbox fraud, load shedding (electricity power shortages), OTT calls and competition from other Telco’s.

 Timelines: The IPO runs for nine weeks from 29 May to 31 July 2018. There will be regional sideshows for two weeks in June, and allotment and listing are planned for on 5 September 2018. If there is an oversubscription, refunds will be from August 8.

Transaction advisors: The sponsoring stockbroker is IC securities, and receiving agents are all stockbrokers and receiving banks are almost about 20 Ghanaian banks – such as Access, Ecobank, Barclays, UBA, FBN, GT Bank, Societe Generale, Standard Chartered, Stanbic, Zenith, FBN, GN, and Fidelity.

Valuation: They are offering 4.63 billion shares at GHS 0.75 per share (about $0.16 or Kenya 16.1 per share ) and MTN Ghana can employees get a 10% discount. The offer documents by MTN Ghana compared its implied value from the IPO of about $2.2 billion (GHS 10 billion) to other peer Telco’s including MTN Group (South Africa) $18.6 billion, Bharti Airtel (India) $26.2 billion), Etisalat (UAE) $40.5 billion), Safaricom (Kenya) $11.5 billion), Itissalat Al-Maghrib (Morocco) $14.3 billion, Sonatel (Senegal) $4.0 billion, and Vodacom Group (SA) $22.6 billion) .

KQ KAA Partnership at JKIA

This week, Kenya Airways and the Kenya Airports Authority – (KAA) published a joint notice about discussions towards collaboration in the management of Nairobi’s Jomo Kenyatta International Airport (JKIA).

This is not new or unique. Last year the Ethiopia government merged it’s airline, the largest airline in Africa, making it the centerpiece of a hub-strategy for Addis that incorporates the airport, passengers, logistics, training, catering and tourism). In Rwanda there is also a similar management arrangement, another soon at Tanzania, while the latest results from Emirates, in its 30th year of profit announced last month, show 14% of their revenue was from cargo and 15% was from D-nata which does ground handling and logistics for other airlines around the world including from extensive investments in Europe, Asia, and North America.

At a previous shareholders meeting (AGM), KQ Chairman Michael Joseph spoke of closer ties with the government, and the need for the airline to get in involved in route approval, and protecting Nairobi as its hub. He said that whenever a foreign leader visited or the President of Kenya went overseas, a “win” from such trips was the granting of more rights to foreign airlines to fly into Kenya, which was to the detriment to KQ, in which the government had a significant investment.

According to its latest results (June 2016 from the Auditor General of Kenya), KAA which constructs, operates and maintains aerodromes around Kenya (including 16 airports)  had Kshs 13.5 billion revenue and a Kshs 2.6 billion profit (in the previous year, this was Kshs 4.4 billion).

The revenue includes Kshs 6.7 B (billion) in passenger service charges, Kshs 1.7B from concessions and Kshs 3 B from landing and parking fees – half of which are probably paid for by Kenya Airways. JKIA handled 100,000 aircraft takeoffs/landings and processed 6.7 million passengers (out of the 9.6 million KAA handled in total) and 235 million tons of cargo.

But KAA also comes with it a lot of politics such as tussles over the composition of its board and top management and project disputes such as the Greenfield terminal at JKIA, and with private developers such as World Duty Free at JKIA and other land disputes at various airports around the country.

The newspaper report (Business Daily) also mentions that the proposed partnership with will also see Kenya Airways exempted from payments of some Value Added Tax (VAT) and the Railway Development Levy, a 1.5% tax on all imports into Kenya that is meant to finance ongoing development of the Standard Gauge Railway (SGR). 

Naming banks is a sideshow to NYS

This week saw the naming of Kenyan banks alleged to have received funds from the National Youth Service in an unfortunate sleigh of hand as suspects were also charged in courts over fraud and abuse of office at the NYS.

The list of banks includes virtually all the top banks in Kenya – KCB, Equity, Cooperative, Barclays, CFC-Stanbic, Diamond Trust, National and smaller ones such as Consolidated and SACCO’s such as Unaitas. These are all institutions that offer supplier financing/ LPO financing – a popular product sought by young entrepreneurs and companies that allows them to obtain financing to procure and supply goods, under contract, that are then paid for by reputable companies and government agencies, such as the NYS, directly to the banks to recover the amounts advanced.

At this stage it is not clear the depth of the suppliers’ relationship with the institutions, as the banks have all cited customer confidentiality and compliance with the law, but it is doubtful if any will have the peculiar banking arrangements seem in the earlier NYS scandal which resulted in fines and sanctions by the Central Bank and charges filed against senior staff of Family Bank.

The article states that banks had filed statutory reports with the Financial Reporting Centre (FRC) a government institution created with the principal objective being to assist in the identification of the proceeds of crime and the combating of money laundering. The problems are clearly NYS ones, not ones and if any contracts were fraudulent, the fraud is with NYS, not the banks.

Unga Seaboard Deal Details

EDIT June 14: Seaboard Corporation has received regulatory approval from the Capital Markets Authority (CMA) to extend its offer to buy the minority shares in Unga Plc by another 10 days.. to 5.00pm, Thursday 28th June. “During the offer period, Seaboard received numerous queries from Unga Plc shareholders with requests for resubmission of the offer documents that were originally dispatched to them via post by the Registrars. This is primarily attributed to the change in postal addresses and/or relocation of shareholders whose new details are not updated with the Central Depository and Settlement Corporation”.

May 30: Today sees the start of an offer period by Seaboard Corporation, acting in conjunction with Victus Limited, to buy out other shareholders of Unga Group PLC and to de-list the company from the Nairobi Securities Exchange.

From reading the various offer documents relating to the Seaboard proposal that includes the public notice, circular to Unga  UGL) shareholders, offer terms, and a public FAQ…

  • Seaboard: The company which states it is on the Fortune 500 list, was incorporated in 1908,  and is registered in Delaware and headquartered in Kansas. It had $5.8 billion revenue and $427 million profit in 2017 and is involved in marine, pork, commodity trading and milling (where Unga is), sugar and power industries. Seaboard owns 2.92% of Unga and also 35% of Unga Holdings, a subsidiary of Unga (who own the other 65%) and which comprises the flour milling and animal feed operations of Unga. Seaboard is joined in the Unga buyout deal by Victus which owns 50.93% of Unga shares.
  • Delisting:  the memorandum notes that: “It is Seaboard’s intention that UGL retains its position as the preferred our producer in Kenya… ( but that ) as a publicly listed entity, UGL is disadvantaged because this status requires public disclosure of otherwise confidential business information relating to its business strategies … (also that) in addition, the present public structure makes it difficult to attract additional strategic investors.

  • Offer Price: Over the last year, Unga’s shares have traded at between Kshs 30 and Kshs 32 and they briefly rose to Kshs 60 after the offer was announced in February but are now settled at ~Kshs 42 per share. Contained in the documents to shareholders, CBA Capital confirms that Seaboard has enough funds at Citi (bank) to complete the offer and to pay all shareholders in full at the offered price – which will amount to a cash payment of Kshs 1.4 billion (~ $14 million). Payments will be by M-pesa, cheque, or bank RTGS/EFT (for amounts over Kshs 1 million). 
  • From publicly listed to privately held:  Their target is to get 90% acceptance, but if they get 75% they may push on with the plan toward delisting, as they caution that any shareholders who hold out and don’t sell their shares, may find it harder to trade them in future. The offer to Unga shareholders opens 30 May and runs through to 13 June, after which the shares will be suspended till the end of June, ahead of a results announcement on July 2.
  • Firm Price? They have reached out to other large shareholders in Unga who own about 15% of the company shares. June 6 is the final day for Seaboard to vary the offer and if they do so all shareholders will benefit from the new price. But already there is a report that they have ruled out increasing their bid, saying they will be no change to the offered price unless a competing bid arises. Of note is that one of the large investors at Unga is a company which emerged to mount one of the competing bids at Rea Vipingo that resulted in the initial buyout promoter raising their eventual payment to Vipingo shareholders.
  • Board recommendation: The offer documents value the shares using the income approach at Kshs 39.82 per share, at  Kshs 39.01 using the market approach and at Kshs 62.04 using the asset approach. Seaboard is offering Kshs 40 and the members of the Unga board not linked with the promoters (3 of the 8 directors recused themselves) have recommended that Unga shareholders accept this price which is based on independence advice from Faida Investment Bank.
  • Transaction Advisors: Besides CBA Capital which are the fiscal advisors and sponsoring stockbrokers, CBA is the paying bank, while other local firms in the Seaboard deal are Kaplan & Stratton (legal advisors), Oxygene for public relations and CRS are still the share registrars. The promoters hope to conclude the deal by September 30.

Draft banking conduct and consumer finance laws in Kenya

In a move that may weed out practices that led to the introduction of interest rate capping, the Kenya government has developed a draft Financial Markets Conduct Bill for consumer finance protection.

Some clauses in the bill of interest:

  • Advertising: A person without a financial conduct license cannot put out an advertisement for the provision of credit. This also applies to building owners (billboards?), or in newspapers, magazines, radio, television.  Also, lender advertisements must be truthful. They cannot be misleading by deception.
  • Credit Limits – cards/overdrafts: Once a credit limit is approved, a financier can’t reduce the credit limits or decline to replace a lost credit card
  • Credit ReferenceNo release of  credit reports to unauthorized people
  • In-Duplum: There is also roundabout way of reintroducing the in-duplum rule. There is a clause that if a loan goes into default, the interest, fees, and other charges to be repaid cannot exceed the balance of the loan on the day it went into default.
  • Insurance: Loans cannot require a borrower to get insurance from a specific company.  
  • GuarantorsThe new laws protect guarantors and requires that they be made aware of all clauses in loan contract before they give guarantees, and with no variation to guarantor terms allowed. This is probably inspired by one guarantor and default dispute involving a cousin of the President that has seen over a dozen cases litigated in several courts over 25 years.
  • Pre-Receivership Management:  The Central Bank of Kenya (CBK)  can appoint a person to assist an institution to implement its directives when the CBK believes a bank or its officers are not in compliance with the act. The new law provides tools to assist troubled banks without shutting them down, and CBK can also order some shareholders to wind down their interest in institutions within a specific time.
  • Spam messages? Bank shall not communicate marketing messages to customers unless the customer loan agreement authorizes it.  
  • Statements: Requires all borrowers to be given term sheets before signing for loans, and a  copy of the loans contract afterwards. They are also entitled to a free statement every six months and other copies within ten days of a request.
  •  Variations: loan agreements shall not have clauses to vary interest during the loan, or be based on a different rate other than the reference rate of the lender.  
  • Wide Regulation: The new laws will apply to all providers of more than fifty loans and issuer of loans have six months to obtain the new licenses. What of loan apps?

Whether this new law which cracks down on unsavoury banking and consumer finance and behaviors will ease out the 2016 interest rate capping law while assuring parliamentarians who  championed the setting of maximum interest rates that bank behaviour will be better-regulated remains to be seen. Also if the clauses will help borrowers who have shifted to other more expensive lending platforms regardless of the consumer finance terms and interest rates charged there.

But the bill also creates a host of new financial regulators including; (i) a Financial Markets Conduct Authority (ii) Financial Services Tribunal (iii) Conduct Compensation Fund Board (iv) Financial Sector Ombudsman (v) an Ombudsman Board who may trip over other existing financial regulators.The bill is in the public participation stage and interested persons can send in feedback on its clauses to ps_at_treasury.go.ke before June 5.