Category Archives: Kenya parliament

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

Kenya’s Money in the Past: Kalonzo Musyoka

Excerpts from his recently published official biography – Against All Odds. 

Background

  • – He worked at customs department at the port of Mombasa where he was disgusted by the bribery he saw. He did his pupillage at Kaplan & Straton. Later he got a Rotary Club scholarship to study business management at Cyprus and he was poached to work at Manu Chandaria’s Comcraft in the legal department.
  • Lost the 1983 election and came fourth. But when the MP was shot two years later by a policeman, occasioning a by-election, Kalonzo reluctantly entered that and won.
  • He has always been touched by the poverty he saw when he grew up and launched the Kalonzo Musyoka Foundation in January 2006 which worked with Shelter Afrique to launch affordable housing for rural women in Kitui.

Cabinet & Economic Intrigues

  • KANU era: Mwingi is one of the fastest growing towns in Kenya because of the water it gets from Kiambere-Mwingi. But that was only after he fought off powerful forces after he secured $116 million from the Italian government – a powerful voice who wanted it to go to the National Water & Pipeline Corporation but Kalonzo steered it to TARDA so it did not become a white elephant.
  • CHOGM The Commonwealth Summit in New Zealand which was attended by Mandela was almost overshadowed by ‘Bull of Auckland’ incident. But Kalonzo explained the incident to officials there so that it did not reach the media there or affect the ongoing summit. But it did leak afterward in the Kenya media.
  • When Tony Blair praised him before President Moi after the 1997 CHOGM, he knew had lost his Foreign Affairs docket – and after the elections, he was moved to the Education & Manpower ministry.
  • In 1998 he fled teachers striking outside his office by hiding in his wife’s car. He then got Mulu Mutisya and elders to negotiate a settlement with teachers union (KNUT) and the strike was called off the following day.
  • Moi was shocked at the excesses of Mobutu when they visited Gbadolite – his hometown and said “River Ubangi could generate electricity for all of Africa.
  • South Africa: After Kenya had in 1963 turned down an ANC request to set up a base in Nairobi, Moi worked hard to mend fences with South Africa after Mandela was freed, and Mandela thanked Moi for $1 million that Kenya gave to ANC during apartheid struggle. Mandela also made a secret visit to Nairobi when he fell ill on a flight in April 1990, then returned for an official visit in July.

 

  • NARC: Free primary education was Kalonzo’s brainchild as education minister. When Kibaki became the NARC candidate in 2002, Kalonzo gave the campaign team all the papers and policies that he had written – including on FPE that was soon implemented by the new government. 
  • MOU breach: Happened when Kibaki moved Kalonzo from Foreign Affairs to Natural Resources. All NARC summit leaders had a choice of their ministerial dockets – and he had chosen Foreign Affairs, Raila had taken Roads & Public Works and Moody chose Home Affairs. 

 

  • Jubilee: After beating back a “feeble” Musalia (for president) effort, Uhuru and Ruto turned on to him; and his reunion with Raila started the day Uhuru and Ruto returned from the ICC hearings and after (vice president) Kalonzo had met them at the airport and driven around Nairobi with them.

The book is available to buy here.

KQ Restructuring extended to Banks and Shareholders

This week Kenya Airways (KQ) announced the next phase of their restructuring, with a focus on their balance sheet.

While shareholders have been aware of the erosion of their equity at the airline, the reality may still be a shock.  A Business Daily story quotes a Genghis Capital report which projects that the airlines 78,000 shareholders will be several diluted as the airline has to put some equity back on its balance sheet. In the process of conversion and providing guarantees,  the airline’s largest shareholder, the Government of Kenya, will increase its stake to 41% as that of KLM will reduce to 19%.

The support confirmed by the Cabinet included conversion of the Government of Kenya loans into equity, and provision of contingent guarantees subject to parliamentary approval in exchange for material concessions to be provided as part of the financial restructuring, which would secure future funding of the company and would more importantly NOT require Government to provide CASH as part of the restructuring.

And coming on board as new shareholders will be several commercial banks (possibly as many as 11 banks) who will own 34% of the airline after they swap some loans for equity. Kenya Airways principal bankers are Citibank, Standard Chartered, Barclays, Equity and National Bank. Some of the main facilities are aircraft loans secured from Citibank NA, Citi/JP Morgan, African Export – Import Bank/ Standard Chartered Bank as well as an engine loan from Co-operative Bank. Some banks who had advanced different short-term facilities to the airline, up through their 2015 financial year include Equity Bank, Jamii Bora, KCB, CBA, I & M, Chase, National Bank, Diamond Trust, Co-operative, NIC and Ecobank.

See also: An investor asks if it the right time to buy KQ shares? 

NSE Shares Portfolio February 2017

Comparing performance to a year ago, this portfolio is down 50% mainly due to shares sales, while the while the NSE 20 share index is down 28% from February 2016.

The Stable

Atlas ↓
Bralirwa (Rwanda) ↓
Centum ↓
CIC Insurance ↓
Diamond Trust ↓
KCB ↓
Fahari  REIT↓
Kenya Airways ↑
NIC ↓
NSE ↓
Stanbic (Uganda) ↓
TPSEA ↓
Unga ↓

  • In: None
  • Out: Barclays, Equity, Kenol.
  • Increase: None
  • Decrease: Diamond Trust.
  • Best performer: Kenya Airways (up 12% from a year ago)
  • Worst performer(s): NIC, CIC, Diamond Trust, NSE (all down ~45% from a year ago)

Summary:

  • Another quarter when everything in the portfolio is down. Sold lots of shares after the banking law change.
  • Unexpected Events: (1) The Nairobi Securities Exchange (NSE) was assessed as the  worst- performing stock market so far in in 2017 so far according to Bloomberg – down 7% since January 1. While many believe it is due to the upcoming Kenya election, Bloomberg analysts trace the NSE portfolio decline to the devaluation of Egypt’s currency by 48% In November 2016,  which resulted in some frontier market investors blocks switching over from Nairobi to Cairo.
  • Still unable to sell portfolio shares in Rwanda (Bralirwa) and Uganda (Stanbic)  – those markets are easy to enter, but harder to exit.
  • Looking Forward to: (1) Bank results in February 2017 (2)  launch of the long-promised and always-postponed M-Akiba bond – a mobile money treasury bond.

Kenya Tax Changes in 2017

Tax changes that become effective on January 1, 2017, as a result of the finance bill signed  by the president on 13 September 2016

  • PAYE brackets have been expanded by 10% and the relief also increased by 10%. (now Kshs 15,360)
  • VAT on service charge has been removed, provided that the service charge does not exceed 10% of the price of the service
  • A taxpayer can apply for a refund of overpaid tax within a period of 5 years from the date which the tax was paid. Any amount not refunded within 2 years will accrue interest rate of 1% per month.
  • Withholding tax on winnings from betting and gaming has now been abolished and replaced by a betting tax of 7.5% on the gaming revenue,  lottery tax at 5% on the lottery turnover, a gaming tax at 12% on gaming revenue and a prize competition tax at 15% on the cost of entry to a competition

Extracts from a report by the Grant Thornton Kenya team.