Category Archives: Investing in Kenya

Base Titanium – Kenya’s Flagship Mine

Base Titanium was recently made a Kenya Vision 2030 Flagship Project for the mining sector and continue to share updates as part of their commitment under the Extractive Industries Transparency Initiative (EITI).

For the financial year which ended in  June 2017, they had sales of $215 million, and a net profit of $21 million, compared to a loss of net loss of $20 million the year before. They reduced net debt by $76 million during the year, then reduced it further by $12 million to stand at $87 million at the end of the September 2017 quarter. Base Titanium are still owed $21 million in VAT tax refunds and all payments are still done to the national government though Kenya’s new mining law (currently in limbo) calls for separate payments to be made to the county government and the community. They are also still paying royalties at the rate of 2.5% while accruing another 2.5% in anticipation of the government changing this to 5%.

Base Titanium now moves into a second phase of production of the Kwale mineral sands project, investing $30 million in a more intense process of increased mining capacity, as they aim to maintain production of 450,000 of ilmenite, 88,000 tons of rutile and 33,000 tones of zircon a year even as they also target to retain their safety performance record which saw no lost time injuries in the last quarter. 

Base Titanium will also shift to a different field (South Dune) at Kwale in two years when the current field (Central Dune) is exhausted and which they have commenced rehabilitating the depleted areas with vegetation. 

They are also waiting to commence more exploration in Tanzania, in December, and in Kenya, in 2018. In Tanzania, where they hold 5 prospecting licenses, they await availability of drilling rigs while in Kenya they await completion of a report by a new mineral rights board for the Cabinet Secretary for Mining to approve further exploration in Kwale. 

Base Titanium has also spent $10 million ( – about Kshs 1 billion) on the community development projects. These include educational support that has seen 1,000 get scholarships in Kwale, while in agriculture, they are working with the national and the Kwale county government to assist over 900 local farmers and groups grow crops like potato, sorghum, and even cotton that is exported to Bangladesh for garment-making.

Nairobi Supermarkets & Mall Moments

It has been an interesting few days in the Nairobi mall and supermarkets space.

It started off with a notice on social media from the Junction, a 26,000 square meter mall stating that Nakumatt had surrendered their space at the mall. Nakumatt was the anchor tenant of the mall which opened in 2004 and now has  115 stores.

But Nakumatt which has been having cash flow and supplier payment issues, and which have all resulted in  most common everyday products like fresh foods and supplies missing from their store shelves, then put out a statement alluding to ongoing talks with the Junction mall and their suppliers with advanced plans to restock their shelves.

Later on the same day Nakumatt got a court injunction temporarily stopping their removal from the Junction and issued another more formal statement about how the Junction management had tricked them and illegally took over their space after they had paid Kshs 20 million, hurting their image in the mind of employees, suppliers, and customers.

Knight Frank who manage the Junction also issued a statement acknowledging the court order, which they would follow, but stating that Nakumatt had signed a surrender on 15th September and then failed in its payment obligations and had not documented a commitment to restock the shelves by the surrender date.

Tuesday also saw an announcement by Majid Al Futtaim that they would be opening their third Carrefour store in Kenya at TRM (Thika Road Mall),  a 28,000 square meter mall on Thika Highway. The space had been surrendered by Nakumatt just two weeks before that. Carrefour operates stores at the Hub in Karen and Two River malls.

The release also contained some interesting stats on suppliers and employment:

– We are looking to stock over 30,000 items at the hypermarket, including fresh produce, groceries, a fresh bakery, and a butchery
– (We) work with over 640 suppliers, local manufacturers, producers, and farmers, which contribute to the overall economic growth in Kenya both directly and indirectly. Only one of the suppliers is foreign.
– The opening of the new branch at TRM will boost the staff employment count at Carrefour in Kenya to 800, with 600 already working at the other two branches located at The Hub in Karen and the Two Rivers Mall.

There has been quite a bit of clamour by customers of Carrefour, which was becoming quite crowded at Karen on month end, to expand.

An equity deal to rescue Nakumatt deal seems to have floundered, and a new announcement about ongoing discussions for a management partnership arrangement  between Nakumatt and a rival supermarket chain Tuskys have not inspired the confidence of supplier and financiers of Nakumatt.

Other believed beneficiaries of Nakumatt surrendering any more stores are expected to be Naivas and Khetia. This week also saw Naivas launched Naivas Pay in partnership with Interswitch. The launch was a Ciata Mall, at their store in a space Naivas took over after it had been previously booked by the management of Uchumi.

Uchumi itself is in the process of concluding a deal to raise Kshs 3.5 billion from a  private equity investor.

Another interesting concept in the supermarket space, is Seven 2 Seven, a franchise of mini market stores that only stock fast-moving consumer goods (FMCG) and serve as agents of some banks. They are on track to have 100 stores in Machakos, Kajiado, Nairobi, Kiambu, Muranga, Nyeri, Embu, Kirinyaga, Meru and Nakuru counties by year-end.

New Bank Notes Coming

The look of Kenya’s currency bank notes and coins have not changed in over a decade but that may soon change.

While a case has been filed by an activist Okiyah Omtatah demanding that the Central Bank of Kenya (CBK) print new notes and coins immediately, it will not be the immediate reason for any change. In responding to a Q&A after a monetary policy briefing last week, the  Central Bank of Kenya Governor, Dr. Patrick Njoroge, said they while they do not respond to claims  (that they were deliberately keeping the portrait of the first president to perpetuate hero worship), he mentioned that Kenya’s new generation currency will be consistent with the constitution and CBK Act.

Kenya’s 2010 constitution approved by a referendum has section 231 (4) that reads “Notes and coins issued by the Central Bank of Kenya may bear images that depict or symbolise Kenya or an aspect of Kenya but shall not bear the portrait of any individual

The new Kenya currency bank notes and coins are expected to be produced by De La Rue, under a joint venture partnership in which the Kenya government has a 40% stake. That said, some images that have been shared on social media are apparently not genuine depictions of the new notes.

Depositary Receipts for Afreximbank Investors

Afreximbank, an African multilateral financial institution, is raising equity of up to $300 million and expanding its shareholder base by selling depositary receipts backed by Class D shares which will be listed and traded on the Stock Exchange of Mauritius.

The African Export-Import Bank (Afreximbank) depositary receipts private placement which opened on July 25, and today in Nairobi, representatives of the bank, State Bank of Mauritius (SBM Holdings), and CBA Group (Kenya) met institutional investors as Kenyan pension and fund managers are a key target for the offer. The depositary receipts have also been marketed to Nigerian investors.

Mauritius has long been a financial gateway to India, with over 1,000 funds there overseeing investments in India. But SBM Holdings Chairman Kee Chong Li, was proud to  say that the depositary receipts arrangement was a historic first for shares of  a pan-African bank, arranged by African advisers, to be listed on an African stock exchange.

Afreximbank, headquartered in Cairo, aims to narrow the trade financing gap in Africa, estimated at $120 billion annually by offering intra-Africa trade finance products including local content finance (Nigeria and Angola oil) , special risks finance, a countercyclical trade liquidity Facility (COTRALF – which has provided $8 billion to African central banks and commercial banks in 2016) guarantees, construction & tourism finance, and one for medical tourism.

Afreximbank has 135 shareholders in four different classes: Class “A”- comprising African governments, central banks (include Central Banks of Egypt (9.83%) and Nigeria (7.33%), Reserve Bank of Zimbabwe (6.74%), banks of Uganda and Ghana, governments of Nigeria (6.17%), Cote d’Ivoire and Kenya –  in total, 43 Class A shareholders  own 63% of the bank), Class “B” – African financial institutions (including SBM Holdings, Nigeria, Egyptian banks – National (6.62%), Misr and du Caire – who combined own 26%), Class “C” made up of non-African financial institutions (13 shareholders own 10% including China Eximbank (5.48%), Standard Chartered) and a new Class “D” open to individuals that was created in 2012.

Afreximbank has a $12 billion balance sheet which includes $10 billion of loans. For 2016, net interest income was$273 million, and net earning were $113 million – of which they paid $37 million dividends. In terms of their exposure, 68% of lending were to financial institutions, then 16% to the energy sector, while geographical, lending is 43% to West Africa and 42% to North Africa, then 7% to Southern Africa and 4% in East Africa.

About the depositary receipts:

  • New class D shares and the depositary receipts are aimed at sophisticated long-term investors such as pension funds and wealthy individuals.
  • The depositary receipts will be listed on the Stock Exchange of Mauritius.
  • The 6,977 Afreximbank Class D shares are the form of 69.77 million depositary receipts (every 10,000 depositary receipt supports 1 class D share).
  • This is a private placement, and the minimum investment is $30,000. It runs from 25 July to 22 September.
  • The listing will be on 4 October at Mauritius. Currently, Afreximbank shares are not listed anywhere, but, after Mauritius, they may consider listing the depositary receipts in Nairobi and Lagos.
  • Holders of depositary receipts will be entitled to receive dividends as class D shareholders
  • The shares are dollar-denominated which is a stable currency. The placement in Mauritius where there are no capital gains or dividend taxes, and, in addition, the SBM Chairman said that Mauritius will grant residency to (large) investors who buy $500,000 worth of depositary receipts.
  • The target for the Class D depositary receipts was $100 million from African investors, but they got very positive response from beyond Africa that’s more than double.
  • The deal is being handled by SBM Mauritius Asset Managers as the lead arranger, and co-transaction advisors are CBA Capital and Lion’s Head Global Partners.

KQ Capital Optimization: Government, banks, KLM, shareholders impact

Kenya Airways (KQ) shareholders have been asked to approve a balance sheet restructuring. They have known this day was coming for the last two years, but the KQ capital restructuring details will still be an initial shock to many of them.

The circular signed by Michael Joseph Chairman of the board cautions about the unsustainable debt levels at KQ and that the failure to restructure this, may lead to insolvency and closure. KQ’s Kshs 155 billion balance sheet has Kshs 113 billion of long-term debt and debt and 82 billion in current liabilities – resulting in negative 47 of KQ capital. The proposed deal will reduce the company debt by Kshs 51 billion and also unlock new funding. But this comes at a price and he cautions that minority shareholders will be significantly diluted, In this conversion of debt to equity, but they can still buy shares at a discount.

Excerpts from the 38-page shareholder circular (see investor documents

Individual shareholders:  Each ordinary share is being subdivided into 20 shares one of which is interim and 19 of which are deferred.

  • A KQ shareholder with 1,000 shares today will end up with 1,000 shares (initially they will be 250 shares) and 19,000 deferred shares. The ordinary shares will be listed on the NSE.
  • The deferred shares have no share certificate, carry no dividend or voting rights, and are not transferable (tradable). The creation of this class is to prevent an unlawful reduction of the company share capital.

Board restructuring: the Government shall have two seats on the board, while KLM will have one. The banks will have 1 director for every 5% they own (through KQ Lenders Co.). 2/3 of the board are to vote on new CEO & finance director appointments, and on partnership agreements, fleet plans, and strategy. The circular notes the changes will enable faster decision-making and less conflict at the board.

Shareholders Change:

  • Shareholding before: Kenya Government 29.8%, KLM 26.7%, IFC (9.56%), Mike Maina Kamau 4.3%, others 30%
  • Shareholding after: Kenya Government 46.5%, Kenya Banks 35.7%, KLM 13.7%, employees ESOP 1.9%, IFC 0.5%, Mike Maina Kamau 4.3% 0.2%, others 30%.
  • KLM and IFC significantly reduce their shareholding edit.
  • A new shareholders ESOP is proposed to be created and qualifying employees can buy up to 2% of the shares.

Shareholder Dilution: the existing Shareholders’ holdings of Ordinary Shares will be diluted by 95% as a result of the Restructuring and Employee Offer.

  • A shareholder with 1,000 shares will end up with 1,000 shares (initially they will be 250 shares) and 19,000 deferred shares.
  • The new shares will be consolidated after allotments are done i.e. mainly to the banks – so that meaningful trading can take place. (On completion, the company will have 7.4 billion ordinary shares and 28 billion deferred shares). KQ can’t also issue shares at discount to the nominal value, so a share split and an immediate consolidation will be done.
  • For an illustration of the dilution Mike Maina Kamau remains with 64.4 million shares but that shareholding, which was equivalent to owning over 4% of KQ, is now 0.22% assuming he does not buy new shares.
  • Shareholders can buy up to Kshs 1.5 billion of new ordinary shares, but new shares they buy are not tradable

The Government of Kenya: When he presented his budget speech earlier this year, Treasury CS Henry Rotich spoke of plans to restructure the KQ balance sheet in which the government could play a critical role and bring on board other stakeholders.

  • They had earlier provided Kshs 24 billion in loans that is being converted to equity
  • The government is will now providing in-kind contributions being the provision of government guarantees (not cash) of another 54 billion to US EXIM bank and Kshs 23 billion to Kenya banks.

KQ Capital and Kenya Banks: Kenyan banks are owed Kshs 23 billion plus interest, which they will convert to equity in a debt restructuring.,

  • Also, a group of Kenyan banks has agreed to provide Kshs 18.1 billion in new financing.
  • Eight Kenyan banks signed in on the deal on July 14.
  • Kenya banks have two options of how to participate – either to convert debt into equity or to subscribe to a new “Kenya Lenders Co” in a secured debt arrangement. If any Kenyan bank that has lent to the airlines does not indicate its preference, it is deemed to have accepted the equity route – but a majority has opted for the scheme. These novel agreements are part of the new companies act that allows companies to discuss distress debts with banks as long as 75% of creditors approve.
  • KQ Lenders Co. Ltd will be permitted to divest the Ordinary Shares it holds in KQ through the NSE and the sale proceeds will be used by MTC Trust Services to repay the Kenyan Banks loans;

KLM: will invest Kshs 7.5 billion through in-kind contributions of Kshs 2.7 billion, and will also subscribe for Kshs 5 billion (Kshs 2.5 billion of share in two phases) after settling some terms on employee number and aircraft leases.

  • Also, the recently criticized master cooperation agreement between KQ and KLM (signed in December 1995) shall be terminated.
  • KLM in-kind contributions include the slot (takeoff/landing rights) at London Heathrow currently used by KQ, and certain IT systems.

Don’t go to court: the circular warns that:

  • The key risk in relation to the Scheme is that creditors and other stakeholders dispute the process, which may result in delays or in it being unsuccessful
  • if the Restructuring is not implemented, there will be no amendments to any of the Existing Indebtedness and there will be no new money from KLM or the Government.

Way forward The circular from the Chairman notes that:

  • shareholders representing over 56% of the issued and outstanding Ordinary Shares have indicated their intention to vote in favour of the Resolution at the EGM. Such Shareholders include the Government and KLM.
  • .. Accordingly, the Board unanimously recommends all Shareholders to vote in favour of the Resolution to be proposed at the EGM as they intend to do in respect of the beneficial shareholdings of the entities they represent on the Board
  • Transactions are expected to be completed in August 2017, which includes the shareholders meeting (EGM) on August 7 in Nairobi and signatures from aircraft financiers and the banks.
  • 75% of shareholders have to vote at the EGM for the KQ capital restructuring to move forward.

KQ Capital Advisors: PJT Partners, Bowmans, White & Case (both legal), Kestrel stockbrokers, Redhouse, KPMG auditors, Deloitte (financial advisors), C&R Registrars. The exercise will cost about Kshs 25M with 9.8 million for lawyers and 14.4 million for transaction advisors

$1 = Kshs 103