Category Archives: M&A

Rubis Énergie to takeover Kenol Kobil

A day after a huge block of shares of Kenol Kobil, exchanged hands on the Nairobi Securities Exchange (NSE), came an announcement that Rubis Énergie intended to buy out all the remaining shares and delist the company.

Rubis had acquired 24.99% of Kenol from Wells Petroleum, at Kshs 15.30 per share on October 23, in a deal that was the highlight of the day at the NSE. The offer to other shareholders of Kenol, to buy the shares at Kshs 23 per share, a 53% premium, values the oil market leader in Kenya and the East Africa region, with 350 retail outlets, at Kshs 36 billion ($353 million).

Making the announcement in Nairobi was the Rubis Energie  CEO Christian Cochet and CFO Bruno Krief. French company Rubis operates over 50 subsidiaries and its downstream business had 2017 sales revenues of Euros 2.7 billion and net income of Euros 187 million while its midstream business has sales of Euros 895 million and net income of Euros 53 million. It is a subsidiary of Rubis SCA Group which is listed on the Euronext Paris stock exchange.

The company which operates in Southern Africa, Western Africa, North Africa and islands off the continent, intends to appoint a majority of the board of directors and use Kenol to extend its reach in East Africa as a part of Rubis operations and development strategy through acquisitions which may mean lower dividend payments. 

If the deals succeeds, they will pay Wells an amount equal to the difference in the price they paid on October 23 and what other Kenol shareholders will get. Rubis intends to acquire the other 75% of the company in addition to new shares from Kenol CEO David Ohana who has already undertaken to sell the shares which were granted to him through the Kenol ESOP to Rubis. Once they get the approval of 90% of Kenol shareholders, they intend to delist the company and will move to trigger this once they get to over 75% of shares. The transaction advisors are Stanbic Bank Kenya and SBG Securities who also double up as the sponsoring broker and lead acceptance agent.

However, a few hours after receiving a notice about the Rubis cash offer for Kenol, Kenya’s Capital Markets Authority announced that it was launching an investigation into suspicious trades in relation to the takeover transaction and asked Kenya’s Central Depository and Settlement Corporation to place a freeze on the suspected accounts.

The Rubis deal comes a few years after Kenol tried to engineer a majority sale to Puma Energy and Kenol is also in the process of acquiring fuel stations in Rwanda land Uganda in two separate deals.

Excerpts from the 2016 Kenol AGM of shareholders.

Ethiopia privatization window opens

Several weeks of rapid news has seen Ethiopia privatization of state enterprises proposed as one of several changes to sustain what has been one of Africa’s fastest-growing economies. This all comes in the wake of a new era under Ethiopia’s new prime minister, Dr. Abiy Ahmed Ali, who is leading change within the country and outside, such as on his recent visit to Kenya.

In the last few days the Ethiopian government has lifted a state of emergency, signaled an effective cease-fire with Eritrea, released long-jailed political prisoners, reshuffled security leaders, launched e-visa’s for all international arrivals with a view to dropping visa requirements for all other African nationals, and opened the Menelik palace to tourists among other changes, which have drawn comparisons or Abiy to Mikhail Gorbachev in Russia in the 1980’s.

The surprise was statements about plans for the massive Ethiopia privatization program in which the government would sell minority stakes in roads, logistics, shipping, and prime assets like Ethiopian Airlines, which just took delivery of its 100th aircraft, a Boeing 787, and which is the centrepiece of a logistical, tourism and business hub plan for the country. The program would also extend to two sectors that have been off-limits to foreign investors up to now;  banking and telecommunications.

For comparison, a 2012 list of Eastern Africa’s largest banks had the Commerical Bank of Ethiopia as the largest in the region followed by National Bank of Mauritius and KCB in Kenya, and at last measure (2017) had about  $17 billion of assets, 1,250 branches, and 16 million customers. And in telecommunications, Ethio Telecom, a government-owned monopoly has about 20 million customers in a country with a population of 107 million (many of them children), but still a low penetration rate. 

Ethiopia privatization of state enterprises is not a new item, but it is one which the government has put side as it pursued an industrialization model that has seen the building of new infrastructure, new factories, industrial parks, agro-processors, leather parks, vehicles manufacturers etc. but which has not been equally felt by the country’s large and young population – and this has seen wide-spread protests and a state of emergency that ushered in a new leadership with a new prime minister (Abiy). 

It also came after a lengthy story in the FT – Financial Times on the state of Ethiopia’s economy which cited the fatigue that China has with large investments and some projects that are operating below capacity coupled with the high government debt and shortage of foreign currency  – Two investors said that Sinosure, China’s main state-owned export and credit insurance company, was no longer extending credit insurance to Chinese banks for projects in Ethiopia as willingly as it used to. It notes that imports into the country are four times that of exports from  Ethiopia leading to the shortage of foreign currency.

The changes in Ethiopia could also be a warning to other African counties that have been moulded in a similar way to Ethiopia model, with heavy borrowing from China and building infrastructure and mega-projects for the future.  When the Ethiopia privatization program starts it’s unclear who will benefit and if Chinese companies will be given priority given that they have invested for a long period in Ethiopia compared to other new companies, such as Vodacom and MTN, who are excited about the prospects that are now opening up

Unga Seaboard Deal Details

EDIT July 27: Seaboard announced they are waiving the minimum acceptance threshold and will proceed to complete the acquisition of shares for which acceptances had been received  and those shareholders will be paid Kshs 40 per share in cash. Seaboard still intends to seek a de-listing of Unga from the NSE and will convene an extraordinary general meeting “in due course”.

EDIT July 20: Official results of the offer, saw Seaboard increase its shareholding from 2.92% to 18.97%, and combined with the 50.93% of Victus, they now control 69.9% of Unga’s shareholding. Other shareholders own 30.1% but 8.16% of them did not respond to the offer and Seaboard who had a target to attain 75% in order to push for a de-listing of Unga from the Nairobi Securities Exchange will make further announcements.

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.

Vivo Energy – London IPO prospectus peek

Last week Vivo Energy had the largest African listing at the London Stock Exchange since 2005 and the largest London IPO so far in 2018. Vivo  raised £548 million by selling 27.7% of the company at 165 pence per share, which valued Vivo at £1.98 billion.

The company which operates fuel businesses in 15 Africa countries, will have a secondary listing in Johannesburg while it will report primarily to the London exchange.

A peek at the 288-page prospectus

Performance: In 2017 revenue increased by 16% to $6.6 billion and earnings before taxes were $210 million, a 21% increase. Revenue was 66% from retail (Shell fuel stations, convenience stores, restaurants) and 29% from commercial business (large customers, LPG), with the rest from lubricants business.

Vivo has Subsidiaries: in Madagascar, Tunisia, Senegal, Burkina Faso, Cote d’Ivoire, Guinea, Uganda, Kenya Ghana, Mali Mauritius, Morocco, Cape Verde) and a 50% investment in Shell & Vitol Lubricants. All these companies are registered in Netherlands or Mauritius. Prices are regulated in 12 of the 15 countries that they operate in, including Kenya.

Engen: The company is in the process of buying Engen for $399 million, and this will comprise a payment of $121 million in cash and 123 million new shares of Vivo, after which it is expected that Engen will own 9.3% of the company. The Engen deal which is expected to be completed later in 2018, adds 300 stations and brings on 9 new countries to the group.

Johannesburg: Another 10% of Vivo is being availed to get the company listed in South Africa. The listing at Johannesburg will cost $16.3 million which includes payments for legal advice $4M (Freshfields Bruckhaus Deringer), $2.6M to the reporting auditors & accountants (PWC), other legal advisor fees of $1.5M and $142,000 to Bowman, JSE fees for listing and document inspection of $180,000, and $7.1 million in other expenses in South Africa.

Taxes: Sale of shares in the UK will attract a stamp tax duty of 0.5% of the offer price, while a tax of 0.25% is payable on every sale in South Africa.

Managers & Employees: There is an extensive listing in the prospectus on Vivo’s key managers and directors, their roles, compensation and other benefits. For directors, it lists current and past directorships e.g. Temitope Lawani, the co-founder and Managing Partner of Helios Investment Partners, has 47 current directorships. A top Kenyan official is David Mureithi, the Executive Vice President for Retail, Marketing, and East & Southern Africa.

Vivo has a long-term incentive plan for executives and senior directors and also an IPO share plan for employees. They have a total of 2,349 employees, with 240 in Kenya, which is third in employ size behind Morocco (579) and Tunisia (270).

In Kenya: they had sales of $1.3 billion in 2017 up from $1 billion in 2016. They have 189 stations in the country (56% of which are in Nairobi) and are the number one in the country (due to the strong Shell brand) with a 27% market share. They also supply jet fuel at four airports and sell lubricants. And while employees of Engen have just filed objections to the deal in Kenya, going by past transactions, Kenya’s Competition Authority will approve a deal as long as there is no severe loss of jobs.

Shareholders: Prior to the listing were Vitol Africa B.V. 41.6%, VIP Africa II B.V. 13.3%, (Helios) HIP Oil B.V. 2.4% and HIP Oil 2 B.V. 41.8%. After the deal, with a full subscription, it is expected that Vitol goes to 28.9%, VIP to 9.2% and HIP 2 to 30%.

Litigation: A government ministry in DRC has tried to put a hold on the sale of the Engen subsidiary in DRC (in which the government owns 40%), but Vivo believe the case has no basis and are contenting this.

Scangroup and Russell in Kshs 926M Mauritius Share Swap Deal

WPP Scangroup and its subsidiary Russell Square Holdings (Russell) and have entered an agreement for the purchase of Russell’s 3,660 shares in Research &  Marketing Group – a market research firm in Mauritius, that is owned by Russell. The shares represent 70% of the shares of the target firm and payment will be by way of 53.29 million shares of Scangroup which Russell Square Holdings (Russell BV) has subscribed for. 

It’s been a decade since the WPP deal to buy Scangroup and the new deal with Russell is meant to improve on client services at one of the largest marketing and communication groups in Sub-Saharan Africa.

WPP owns 50.1% of Scangroup, and after the share deal valued at Kshs 926 million (~$9.26 million), will own 56.25% of the company. Scangroup shareholders must approve the deal and WPP will also seek an exemption from being required to make a formal takeover offer as their increased equity position is the result of the strategic investment in Mauritius restructuring  their balance sheet. They also intend for the shares of Scangroup to remain listed at the Nairobi Securities Exchange (NSE).

Scangroup reported revenue of Kshs 4.1 billion (from billings of Kshs 14.1 billion) compared to 2016’s revenue of Kshs 4.8 billion (from billings of Kshs 16.3 billion) and a pre-tax profit of Kshs 696 million (compared to Kshs 725 million in 2016). The decline was attributed to the economic crunch and prolonged electioneering period in Kenya. Revenue from outside Kenya also declined due to cutbacks by clients, while digital and public relations were bright spots,  providing the greatest growth for Scangroup in 2017.

WPP Scangroup was trading at Kshs 16.95 per share on the NSE today and the deal comes a few years after the group also bought into Ogilvy across Africa. Scangroup has a Mauritius company that is the holding company for other subsidiaries incorporated outside Kenya including STE Scanad DRC, Scanad Burundi SPRL, Scanad Rwanda, JWT Uganda, Scangroup (Malawi),  Scangroup (Zambia), and Scangroup Mozambique.

$1 = Kshs 100