Category Archives: CBA

M&A Moment: July 2017

Various recent deals in the last few weeks and months in East Africa – compared to 2016 and 2015

Banking and Finance: Finance, Law, & Insurance

  • Commercial Bank of Africa (Kenya) is acquiring 100% of Crane Bank Rwanda from DFCU of Uganda
  • Direct Pay Online Group acquired 100% of Virtual Card Service in Botswana and Namibia. This will be followed by the acquisition of 100% of VCS business in South Africa (via Balancing Act Africa)
  • Chase Bank suitors announced by the Business Daily – are led by Societe General, and State Bank of Mauritius (who have also just completed acquisition of Fidelity Bank)
  • Barclays PLC sold 22% of Barclays Africa
  • KCB was linked to another bid for NBK, although the CMA denied any knowledge of such a deal.
  • Kuramo Capital, the largest shareholder of Transcentury is acquiring 25% of Sterling Capital stockbrokers, the second largest bond trader in the country
  • Diamond Trust to acquire Habib Bank Kenya for shares worth Kshs 1.82 billion (~$18 million)
  • The Competition Authority of Kenya has authorized the proposed acquisition of a minority stake of 10.68% of I&M Holdings by CDC Group PLC together with certain veto rights.
  • I&M Holdings also has announced the successful completion of merger of Giro Commercial Bank
  • Carlyle to acquire Global Credit Rating Co. (South Africa)
  • Letshego Holdings Limited (Botswana) acquires afb Ghana
  • Atlas Mara to acquire 13.4% equity in United Bank Nigeria, from Clermont Group for $55 million, increasing its stake to 44.5%
  • Sanlam Group has completed the acquisition of majority stake in PineBridge Investments East Africa Limited. PIEAL is a leading asset management company in East Africa with operations in Kenya and Uganda

Beauty & Pharma/Chem

  • The Competition Authority of Kenya authorized the acquisition of Dan Pharmacie by Mimosa Pharmacy.
  • The Competition Authority of Kenya authorized the acquisition of Sole Control of Syngenta AG (Syngenta) by China National Agrochemical Corporation (CNAC).
  • The Authority excludes the proposed acquisition of 72% of the issued share capital of Chemserve Cleaning Services Limited by Eye Level Exposure Limited from Part IV of the Act .. (their) combined turnover of KSh. 138,076,904 is below the required merger threshold for mandatory notification
  • Abraaj Group gets approval to acquire 75% of Healthlink Management (Nairobi Women’s hospital?)
  • The Competition Authority of Kenya has approved the proposed acquisition of 100% of the issued share capital of Monsanto Kenya by Bayer Aktiengesellschar/KWA Investment. Businessman Chris Kirubi revealed that he holds a 45% stake in agrochemical firm Bayer East Africa.
  • The Competition Authority of Kenya has authorized the proposed acquisition of the shares in the Dow Chemical Company by Dowdupont Inc. and the Competition Authority of Kenya has authorized the proposed acquisition of the shares in E. I. Du Pont De Numerous and Company by Dowdupont Inc.
  • A local drug store is set to be acquired for Sh. 2 billion. Imperial Health Sciences, which based along Mombasa Road will be acquired by South African investment firm Mara Delta Property Holdings. “The facility will be leased back to Imperial Health Sciences on a 10-year triple net basis, denominated in US$ and guaranteed by Imperial Holdings Limited.”

Food & Beverage

  • Africa’s largest Coca-Cola bottler- Coca-Cola Beverages Africa Proprietary Limited (CCBA) has acquired Equator Bottlers, the third largest Coca-Cola bottler in Kenya. Equator Bottlers, was previously a subsidiary of Kretose Investments Limited owned by the Shah family, has been one of several authorized Coca-Cola Bottlers, which supply products in the Western regions of Kenya. It was established in 1966 and is based in Kisumu.

  • The Abraaj Group is to acquire 100% of Java House Group from Emerging Capital Partners – the story was first broken at Wallace Kantai’s blog and the deal is said to be worth about $130 million. Java House Group was established in Nairobi in 1999. In 2012, Emerging Capital Partners acquired a majority stake in the Company, with the founder retaining a minority stake. ECP has helped Java House grow from 13 shops in Nairobi into East Africa’s largest casual dining brand, building an ‘eat-out’ culture. Today, it has an unrivalled regional footprint of 60 stores across 10 cities in Kenya, Uganda and Rwanda.
  • Catalyst Principal Partners has, through a newly established firm, Britania Foods Limited, acquired the business and operations of Jambo Biscuits Ltd, being a leading biscuits manufacturer in Kenya with its flagship “Britania” brand.
  • The Competition Authority of Kenya authorized the acquisition of assets of Wanainchi Marine Products (Kenya) by One Holdings.
  • The Competition Authority of Kenya authorized the acquisition of Sosco Fishing Industries by One Holdings.
  • Distell, Africa’s leading producer of spirits, wines, ciders and ready-to-drinks (RTDs) continues to ramp up its investment on the African continent, with the acquisition of a further 26.43% in KWA Holding East Africa Limited (KWAL), Kenya’s foremost spirits manufacturer and distributor, from Centum Investment Company Limited. The African liquor giant now owns a majority shareholding of 52.43% in KWAL, having previously acquired a 26% stake from Industrial and Commercial Development Corporation (ICDC) in 2014.
  • Netherlands-based private equity firm DOB Equity announced that in which in December 2016 that it had acquired a stake in Kenya’s Countryside Dairy, a Nyahururu-based facility with a processing capacity of 100,000 litres of milk per day.
  • Amethis and Metier to acquire East African FMCG firm, Kenafric Industries.. Two private equity funds have bought a 40% minority stake in Kenafric Industries as the firm eyes regional growth…popular products under the confectionery and culinary segments include Fresh brand of chewing gum and Oyo food additive. It also manufactures snacks and ready-to-drink juices at its plant in Nairobi’s Baba Dogo. The business, started 30 years ago by Velji Punja Shah and his four sons, is looking to increase its coverage of other East African countries, saying it currently sells 45% of its products outside Kenya.  

Hotels/Tourism

  • Simba Corporation acquired a 35% minority stake in Hemingways Holdings and plans to grow from its current three properties: the Olare Mara and Villa Rosa managed by world leading hoteliers, Kempinski, and Acacia Premier Kisumu, as Hemingways is the parent company of three iconic properties that represent the definitive portfolio of luxury travel in Kenya: Hemingways Watamu, Ol Seki Hemingways Mara and Hemingways Nairobi. The transaction also includes Express Travel Group, a subsidiary of Hemingways that provides comprehensive and high quality travel management services through its international franchise partnerships with American Express Global Business Travel and Europcar International as well as through Hemingways Expeditions, a premium Destination Management Company.
  • The Competition Authority of Kenya authorized the proposed acquisition of control of Abercrombie & Kent Kenya (Abercrombie) by Yan Zhao Global, from A&K Cayman L.P and other minority shareholders
  • Thomas Cook India acquired Kuoni Travel specialists in 17 countries (includes Private Safaris E.A. in Kenya)
  • Accor Hotels will relaunch Tune hotel under the ibis Styles brand.
  • Older hotels – 680 and Boulevard, two older iconic Nairobi hotels have been recently bought by the Deputy President, William S. Ruto.

Logistics, Engineering, & Agri-Biz

  • Isuzu will become a 57.7% shareholder in Isuzu East Africa through the purchase of General Motors’ shareholding in the business. The other shareholders will remain as Kenya’s Industrial and Commercial Development Corporation (20%), Centum Investments (17.8%) and Itochu Corporation (4.5 %).
  • The Competition Authority of Kenya authorized the proposed subscription for 24.99% shareholding in Trans-Century with 100% of the redeemable preference shares in TC Mauritius Holdings by Kuramo Africa Opportunity Kenyan Vehicle.
  • The Competition Authority of Kenya authorized the transfer of 50% of the issued shares in Safal Building Systems to Mabati Rolling Mills.
  • The Competition Authority of Kenya has authorized the proposed acquisition of 100% of Kenya Kazi by Gardaworld
  • Rift Valley Railways (RVR), the company that runs the century-old Kenya-Uganda railway, has moved to court in a last-minute effort to stop the concession manager, Kenya Railways Corporation (KRC), from terminating its 25-year contract.
  • The Competition Authority of Kenya has authorized the proposed acquisition of Reunert Limited of 75.39% of the ordinary shares in Metal Fabricators of Zambia PLC.
  • The Competition Authority of Kenya has authorized the proposed acquisition of 40.7% of the ordinary shares and control of ARM Cement Limited by CDC Africa Cement.
  • Crown Paints to buy back 15% of its stock, the first company to do this.. now allowed by Kenya’s new companies law.

Oil/Energy

  • German-based solar electrification firm Mobisol has acquired pay-as-you-go off-grid (PAYG) solar industry software firm Lumeter.
  • Hass Petroleum sold a 40% stake to Oman Trading International to fund growth in Eastern Africa
  • Tullow Oil plc sold stakes in Uganda to Total Oil for $900M, and will retain 10% of that and of a $3.5 billion pipeline through Tanzania
  • Vitol Africa gets approval to acquire 19.91% of Vivo Energy from Shell Overseas Investments
  • The Competition Authority of Kenya has authorized the proposed acquisition of indirect control in Dalbit Petroleum by Humphrey Kariuki Ndegwa.
  • The Competition Authority of Kenya has authorized the proposed acquisition of the retail petroleum business of Hashi Energy by Lake Oil
  • The Competition Authority of Kenya has authorized the proposed acquisition of the retail petroleum business of Hashi Energy Limited by Lake Oil Limited
  • The Competition Authority of Kenya has authorized the proposed acquisition of 100% of Gulf African Petroleum Corporation by Total Outre-Mer S. A. on condition that Total Outre-Mer S. A. comply with the following hospitality and employment conditions— including All agreements remain in force with relation to the Mombasa Terminal; and the merging parties are limited in the termination of employees of Gulf African Petroleum.
  • PIC South Africa will take up all shares not taken up in the Kengen Kshs 4.4 billion on offer. The South African government employees pension giant with $133 billion of assets will take up 351.2 million new shares at Kshs 6.55 each (totaling Kshs 2.30 billion) as other shareholders get diluted by 5.33% each e.g. The Kenya Government which was a 74% shareholder before, will have 70% afterwards.

Real Estate & Supermarkets

  • The Competition Authority of Kenya authorized the proposed joint venture between Helios Investment Partners and certain shareholders of Acorn Group.
  • Cytonn Investments Management (Kenya) to acquire a $10 million stake in Superior Homes.
  • Konza Tech City is seeking investors to apply for land to build campuses, BPO’s, offices, hotels, and student housing etc.
  • China Wu Yi acquires Sh530m Kilifi land.
  • In April last year, Mara bought a 45.5% stake in Naivasha-based Buffalo Mall for Sh. 440 million. Mara has valued its investment in Buffalo Mall at $6 million (Sh. 603 million), implying a capital gain of Sh. 163 million in less than a year. The mall now brings in 2% of the multinational’s total revenues and represents 2% of its assets. The property is however yet to make a profit, with the six months ended December showing a pre-tax loss of Sh.2.8 million.

Telecommunications, Media & Publishing

  • Vodafone sold a 35% stake in Safaricom to South Africa’s Vodacom (link)
  • The Competition Authority of Kenya has authorized the proposed acquisition of certain passive infrastructure of East Africa Towers by Kenya Towers.
  • Catalyst Principal Partners has acquired a significant minority interest in Kensta Group, a 52-year-old East African printing and packaging company Kensta Group manages a diverse set of companies within East Africa namely Transpaper (Kenya, Uganda, Tanzania, Rwanda), Express Automation (Kenya, Uganda, Tanzania, Rwanda), Vivid Printing Equipment, Fusion Inks, Zenith Rubber Rollers and Phiramid (Zambia).
  • Kenyan IT multinational Craft Silicon has acquired a Sh51.5 million minority stake in restaurants listing portal EatOut, marking its second major backing of a local tech company. Craft Silicon is a founder-shareholder of Little, which is also backed by local telco giant Safaricom. (via Business Daily)
  • Deal undone: Ghafla Kenya CEO Samuel Majani spoke about how a Ghafla merger with Ringier unraveled and on a lot of the intricacies of the issues such as exclusivity, assets & liabilities, dealing with partners & other shareholders, and on merging staff, customers & systems.
  • Deal undone: a Merger with JamboPay was unstuck after a court finding, and the founder of JamboPay, the firm that supplies Nairobi County’s e-payments platform, won a protracted battle against a rival firm over use of its trade name.
  • Mara Social Media acquired global Instant Messaging & communications platform “Nimbuzz” which has over 200 million users and is available for Android, iPhone, and Symbian, MIDP, Windows Phone, BlackBerry and PC & MAC clients
  • Film Studios has been acquired by MoSound
  • MTN is to acquire MultiChoice Africa – owners of @DSTV & GoTV

Other

  • The Competition Authority of Kenya has authorized the acquisition of Section Investment by Kisima Management.
  • The Competition Authority of Kenya has authorized the proposed acquisition of 43.8% of Kinetic Holdings by Catalyst Kinetic Investments.

CBA Launches Loop Banking

#unbankyourself

The 54-year-old bank continued the journey it started in 2006 with mobile payments (when they helped design, test and support m-pesa) and extended in 2012 with the launch of m-shwari, with another new chapter today.

The launch of Loop extends the transformation of CBA to a digital bank. removed paper. Loop creates a virtual cycle, a digital financial service that combines payments, savings, insurance, credit – into one solution. The account can be opened on a phone app or website, with no paper forms to be filled. Features of the accounts are the Loop app, Loop store, and Loop card – and combined, these enable access to Loop products.

Account owners get access access loans and overdrafts, as well as savings, budget and networking tools to help them grow their net worth and meet their financial goals. The Loop app also helps them control and analyze their spending in support of their financial goals.

The primary target is 20 – 34-year-old entrepreneurs, followed by 35+-year-old established bank customers. One can open a Loop account right on the app or website, and there are six Loop centers (Sarit, in Nairobi CBD, Yaya, Buru Buru, Rongai, and Garden City)

In reading the terms and conditions (T&C’s):

  • Loop is an electronic-only account, and customers won’t get served at CBA branches. This is similar to M-shwari.
  • Agreeing to the T&C’s also grant the bank the right to access a user’s mobile money information from telco’s.
  • To get finance, loan insurance from CBA (from death & disability) is mandatory.
  • A debit card (not a credit card) is provided, which can be loaded, can be used to deposit and withdraw cash at an ATM.
  • Account holders can also sign up for CBA investment products that range from between 3 to 12 months.
  • Any disputes that can’t be settled with bank staff, can only go to mutual arbitration (not a court).

The launch had a nice panel discussion that highlighted the disconnect between bankers and entrepreneurs. 

Banks adjust mobile phone loans

Mobile banking has really come of age in the last few years. As Carol Musyoka wrote CBA has moved from about 64,000 accounts before M-Shwari to 12.9 million accounts as at December 2015 primarily due to this virtual platform (i.e. M-shwari) without any exponential growth in its branch expansion.

The ability to save and borrow money just by using a few clicks on your phone has been revolutionary. Over at Equity Bank, CEO James Mwangi talks about the application for loans that start at 1 am, with approval being done in a few hours and the loans being disbursed to borrowers phones at 5 a.m. – long before the bank branch doors open at 8 a.m.

The interest rate-capping bill (Njomo) which covers loans has been deemed to cover all bank loans, but this has seen different interpretations at the leading banks that offer dedicated phones banking services:

Apply and get a loan directly on our phone

Apply and get a loan directly on our phone

  • CBA: Have insisted that the 7.5% fee that they charge is not interest, but a facility fee. This has been the case since M-shwari launched back in 2012. The are said to have issued Kshs 40 billion by the end of 2015, and across the border, CBA has got 60,000 mobile bank customers in Uganda in just two months in partnership with MTN (MoKash)
  • Coop Bank: Disburse mobile salary advance loans at 1.16% and business loans at 1.2%. They don’t charge any facilitation fees and loan are payable in 1 to 3 months. (Simply sial *667# to apply for a  #CoopMobileLoan). Coop are reported to be processing about 1,300 loan applications a day up from 250 per day before the rate cap. (70% of its new loan applications this month were requests for refinancing of existing loans). In 2015, the service had 2.7 million users, and 183,000 loans were disbursed.
  • Equity: Adjusted all their loans, including credit cards and mobile  bank loans to 14.5% (Previously “Eazzy Loan” and “Eazzy Loan Plus” products had an interest rate of between 2% and 10% per month) . The loans are said tp have a 1% facilitation fee
  • KCB resumed lending their m-pesa loans after a three-week technical hitch. They have adjust loan rates to 1.16% with a one-off negotiation fee of 2.55% resulting in a total of 3.66%  (including government excise duty tax) on loans. The loan duration has also been reduced to just one month – with no more 3 or 6 month loans.

More and More

When Banks Pay Court Bail

CBA has been in the news as it was reported to have facilitated bail in an ongoing criminal case.  It’s not common to see a bank linked to a case.

CBA bail

CBA”s statement

The bank issued a statement to clarify that it was not a party to the case. It only issued a guarantee of Kshs 140 million to its customer which is a law firm, and it  is presumed that the law firm used that to arrange to release the accused person in the case.

Most of the time a court demands bail or bond in Kenya, it is usually presented as cash or vehicle logbooks or land title-deeds. It’s rare to have a bank guarantee. But the amount called for in this case is quite large, and it is doubtful that any of these regular items offered as bail would be arranged at short notice. The Kshs 140 million guarantee is equal to about $1.39 million or  £1.05 million.

UK news

News coverage of the case

Bank’s do offer several forms of guarantees mainly as trade finance or insurance products. The guarantee in this case ensures that the defendant will show up in court during the case. If not, then the bank will have to pay the court the amount on behalf of the law firm.

The case is being covered extensively in Kenya and UK media because of the defendant, a commodities trader whose firm was found to be moving a consignment that apparently contained illegal drugs.

$1 = Kshs 101 and .39 million or  £1 = Kshs 133 

 

When Bankers own Banks

Managers and employees are often given a chance to become part owners in the banks. This ‘aligns their interests’ with the institutions and gives them an added incentive to help the institutions do better as it individually rewards them for the good performance. The incentives are usually facilitated through employee share option schemes (ESOP’s) which convey some tax benefits and discounted buying prices. Typically, in conventional ESOP’s,  there a general pool for all employees and another for senior managers.

The method of calculation and award of these benefits is done in secrecy, usually by board committees. This is to ensure the privacy of employees and security of their families, but one outcome is that any revelation of these perks sparks a lot of interest.  In fact, you sometimes find a higher level of disclosure of compensation practices at listed banks in Uganda and Rwanda, than you do with Kenyan ones.

Stanbic Uganda compensation guide

Consider these examples:

CBA: Shareholders include a ESOP who own 2.5%.

Chase Bank: Employees of the bank own  4.3% of Chase through an ESOP. Elsewhere a bonus to the former chairman was one of the deals that the auditors queried in 2015.

Cooperative Bank: Stories about shares to bank management and directors first surfaced in 2008, ahead of the IPO in which bank staff got 9% of the shares. and has been on twitter this year. The company’s accounts show that the CEO owns 2% and the bank links the story to a smear by a former CEO who has an ongoing tax case with the bank.

Equity Bank: CEO owns 4%, while an employee ESOP owns about 3%.

Jamii Bora:  The CEO own 1% and is also an investor in the largest shareholder of the company.

Family Bank: In 2011, shareholders voted in an ESOP for managers and a transfer of 1 % transfer of shares of the (then-new CEO , which he purchased at a discount as part of his employment package.

Housing Finance: Has has an ESOP since 2006 that’s open to  all employees: Eligible employees pay for the units by cash at a price determined by Trustees either in full or by instalments until price is paid in full. The Unit holder is not allowed to sell, transfer or otherwise dispose of Units registered in his name to another Unit holder or to any third-party whatsoever.

KCB:  When KCB CEO Joshua Oigara declared his wealth (assets of Kshs 350 million comprising land, buildings, motor vehicle, cash bank balances and shares) and salary (with allowances that totaled  Kshs 4.9 Million a month),  last year his statement added that  “..My public declaration is driven by the need for us as private sector players to initiate greater transparency. Kenya is bleeding from corruption mainly driven by secrecy in organizational operations..”

$1 – Kshs 101.