Category Archives: NSE investor awareness

Kenya Tax Changes in 2022

A few weeks before Kenya’s August 2022 general election, Parliament is to debate and pass the Finance Bill which was published in April. Some measures it proposed will become effective in July 2022 and others in January 2023.

The tax proposals are to meet the country’s 2002/23 budget with a planned expenditure of Kshs 3.4 trillion which includes Kshs 2.14 trillion of ordinary revenue. The Finance Bill will need to be passed along with the Budget Estimates, Appropriations Bill and County Allocation of Revenue Bill. A recurring concern with investing in Kenya is the ever-evolving tax code that changes from year to year, adding, taking away or adjusting taxes and deductions.

Local tax advisory firms such as PWC, KPMG, and Deloitte have published summaries and interpretations of some of the tax proposals,

Excerpts

Agriculture: Removal of an exemption of clearing or planting on agricultural land.

Digital Economy: The digital service tax doubles from 1.5% to 3%. What impact will that have on e-commerce in Kenya?

Energy: Briquettes using sustainable fuel are exempted from VAT

Financial Markets Capital gains tax (CGT) goes up from 5% to 15%. Also, gains by foreign investors trading in derivatives will attract a withholding tax of 15%.

Foods: Excise duty of 15% on imported potatoes, excise duty goes up slightly on fruit juices, beer, other alcohol, wines, imported sugar, and white chocolate. Also, excise tax is added on electronic cigarettes, ice cream not containing cocoa, and liquid nicotine.

Local medicine manufacturing: in the recovery from covid-19, plants aiming to manufacture pharmaceutical products will be exempt from paying import declaration fee (3.5%) and railway development levy (2%). Also while a 25% excise duty on imported glass is imposed, it excludes those for pharmaceuticals.

Media: 15% excise tax added on advertisements by betting firms and alcohol companies.

NGOs: Trusts must now use taxpayer PINs to transact.

Sports Betting: Excise duty goes up from 7.5% to 20%.

Big Stick Enforcement: To appeal against a tax claim, someone must deposit 50% of the amount upfront in a special account at the CBK. Also, ships, planes, and motor vehicles can have a payment claim registered against their ownership by KRA, in case their owners have not paid other taxes. The law currently only applies to land & buildings. Also, multinationals with a turnover of Kshs 95 billion ($750 million) will be required to file Kenya-specific reports within a year of their financial year-ends.

Also, see a KPMG analysis in 2021.

Kenya 2022 Investment Outlook from EFG Hermes

Managers at Kenya’s largest stockbroker, EFG Hermes, held a media briefing on the state of investing in Kenya in 2022. This is at a time that the Democratic Republic of Congo is about to join the East African Community, potentially doubling its market size from over 100 million to 200 million and making the region more attractive to investors due to the regional transports links.

EFG Hermes Head of Frontier Market Research, Kato Mukuru said Nairobi is now the capital of East Africa and that local banks have become regional champions such as Equity which is now the largest bank in the DRC. The next step should be a common currency in East Africa but he lamented that different African governments were unnecessarily chasing digital currency (CBDC) projects. 

EFG Hermes Kenya which has a 30% share of Nairobi Securities Exchange (NSE) trading activity, largely from institutional investors has now invested in wooing retail investors through an app they launched last August. The NSE has had shrinking liquidity, and the value of stock trades that used to be $8-10 million per day, is now at $2-3 million per day – and if liquidity can be pushed back up, other new products on NSE such as derivatives and day-trading will become more viable.

Excerpts

  • Overall EFG researchers think Kenya is on right track despite concerns about its debt, inflation and currency, the agriculture sector should keep the Kenyan shilling stable and compensate for increased energy prices – and they don’t expect currency depreciations movements like seen in Egypt and Pakistan.  
  • The government needs to have a privatization agenda to boost the NSE. Safaricom was listed at the end of post-election violence in 2008 when Kenya was at its lowest and that produced one of the most valuable companies in Sub-Saharan Africa.
  • East Africa needs to create more formal jobs. Kenya has 5M formal jobs for a population of 50M while Vietnam has almost 50% formal employment. It may take the government to initiate a more planned economy system that targets creating real formal employment that goes beyond agriculture as it can’t rely on informal jobs forever.
  • Tanzania’s late President Magufuli has shown that a country can transform within one administration. 
  • The way out of food inflation caused by the Russian war in Ukraine is by sourcing foods from other parts of East Africa e.g. start to eat matoke. The region is very resilient and will not be shocked as much as Egypt which is dependent on wheat imports from those states. The East African region is largely self-sufficient in food supply and Kenya, which may have droughts, could import other foods from Tanzania, Uganda or Rwanda. 
  • DRC is very attractive in terms of its resources and the EAC would be further boosted if Ethiopia also joined. Kenya has strong links through the Nairobi-Addis highway and LAPSSET projects in which Ethiopia has been invited to participate.
  • With its balance sheet, Safaricom has the capacity to take on debt for their Ethiopia venture. They borrowed $400 million locally for the license and they can syndicate that, or draw on vendors or DFI’s, to fund more while continuing to pay dividends to shareholders.

ESG requirements for Nairobi companies

The Nairobi Securities Exchange (NSE) has launched an environmental, social and governance (ESG) disclosures guidance manual for listed companies on the Nairobi Securities Exchange. 

The guidance was developed with the Global Reporting Institute (GRI) as a proactive initiative by the NSE ahead of more formal rules expected from the Capital Markets Authority (CMA). The NSE is the fourth exchange on the continent after Egypt Nigeria and Botswana to publish guidelines.

NSE board member Isis Nyong’o said 50% of exchanges worldwide have published guidelines, and there are moves to make disclosures mandatory rather than voluntary and companies will soon not be able to attract foreign funding without ESG disclosures. She said that after a grace period, the NSE will also require companies to report annually on ESG.

The guide lists benefits of ESG reporting as more effective capital allocation, access to new sources of financing from sustainability-conscious investors such as DFI’s and P/E funds, more efficiency, better regulatory compliance and better supply chains.

ESG reports are to be prepared following the GRI standards. Companies are advised to recruit ESG champions from across their organization, familiarize their teams with the ESG reporting requirements, provide resources, raise awareness, and develop management plans. They are also to map out and engage with stakeholders – both low-influence such as customers and suppliers, along with the high0influence ones who are regulators and investors.

Companies are to publish their ESG reports and seek external assurance from third-parties to enhance credibility and accuracy and can also integrate their ESG reporting with the Sustainable Development Goals (SDG) they have prioritized – whether they are in banking, investment, manufacturing, agriculture, energy & petroleum, construction, commercial & services, insurance, or telecommunications sectors.

For banks, the Kenya Bankers Association has already produced sustainable finance principles for the industry while the Central Bank has developed guides on climate risk management. Some ESG areas that banks could report on are: 

  • General measures including; governance, strategy, ethics, stakeholder engagement, business models, risk management & controls.
  • Economic measures including; financial return versus economic viability, community investments and taxes. 
  • Social measures including; working conditions, financial products information to customers, consumer protection, inclusivity, political funding, and cyber security.
  • Environmental measures including; materials sourcing, emissions, energy-choice, waste management, electronic waste management, and environmental impact assessments. 

It is expected that adhering to the ESG reporting approach can be used to meet the reporting requirements of the CMA’s corporate governance code for listed companies. Currently, ESG, as measured by sustainability reports, is largely the preserve of larger institutions including Safaricom, Bamburi (parent is Lafarge), East African Breweries (parent is Diageo) and Absa, KCB, Cooperative and Stanbic banks.

The NSE plans to have more training and capacity building sessions about the ESG guide manual which can be downloaded from their website.

MTN Uganda IPO 

MTN Uganda has an ongoing IPO in which they plan to raise UGX 895 billion (US$252 million) from selling 20% of the company to local investors and floating the shares. Like in Ghana and Nigeria before, the listing of shares on the local stock exchange by the leading telecommunications firms in the countries, has become a licensing requirement, and MTN, which signed a new 12-year license in 2019, is doing this ahead of a June 2022 deadline.

Looking at the IPO prospectus, and extracts from an MTN executive briefing in Nairobi this week, some of the highlights of the offer are: 

  • About MTN Uganda: Founded in 1998, it is the largest of two telcos in the country with a 55% market share compared with 45%  for Airtel. It is the most admired brand in the country and part of the MTN Group that is in 27 African countries and one of the largest brands on the continent. MTN Uganda had 2020 revenue of  UGX 1.88 trillion (about $531 million) and a pre-tax profit of 460 billion ($130 million). It has 15.7 million phone subscribers, with 5.3 million active data users and 9.4 million mobile money users.
  • Uganda Market: In the densely-populated country of 44 million people, MTN sees much more growth from the young population, as the current mobile penetration of 67% is considered low for Africa. Also, wIth Africell having exited in October 2021 and  Smart Telecom about to follow suit, MTN’s market share could reach 60%.  
  • Offer: 4.47 billion ordinary shares, accounting for 20% of the company are on sale at UGX 200.00 ($0.057) per share. The minimum lot is 500 shares, so the investment required is UGX 100,000  ($28) per shareholder. 
  • Allocation: All East African community shareholders are being offered 5 incentive shares for every 100 they buy, but MTN customers who apply on the IPO platform and pay with MTN mobile money get another 5, for a total of 10 incentive shares. Ten (10) incentive shares for every 100 bought are also being offered to Uganda professional and East Africa professional investors who purchase shares worth over UGX 177 billion ($50 million). If oversubscribed, Uganda retail investors and MTN employees will be given priority and allocated up to UGX 5 million ($1,414), with others on a pro-rata basis, in the order of Uganda professional investors, then East African investors, and finally international other investors. MTN has received approval to market the shares to investors in Tanzania and Kenya, and they await clearance from other EAC countries. The offer may be suspended if it does not reach 25% uptake (about 1.12 billion shares)
  • USE: The MTN shares will be listed on the Uganda Securities Exchange. Currently, its largest counter is Stanbic Bank Uganda, that had its IPO in 2006, and accounts for about half the market activity, but MTN are expected to overtake them after listing their 22.39 billion shares in December.
  • IPO Applications: The process is fully electronic and starts by applying online to open a securities central depository (SCD) account. This can also be via USSD on an MTN line, or via the MTN app or at an authorized selling agent. In  Kenya,  investors can apply through a stockbroker like Dyer & Blair who will verify their ID and PIN details. The minimum to buy is Kshs 3,250 at Dyer & Blair, which is for 500 shares at Kshs 6.50 per share.
  • Shareholding changes: Ahead of the IPO, currently MTN Group owns 21.5 billion shares (96%) and the MTN Chairman, Charles Mbire, a Ugandan businessman who also chairs the USE, owns the other 4%. After the IPO, MTN will have 76% and new investors will have 20%, and MTN, Chairman Mbire, and the directors have committed not to sell any more shares for the next year. MTN Group will still exercise controller the composition of the board, and acquisition, financing, and branding decisions.
  • Taxes: MTN Uganda is the largest taxpayer in the country and they paid a disputed amount of transitional license fee totaliing UGX 50 billion ($14.1 million) ahead of the IPO.
  • Use of Funds and Debts The funds raised will go to reimburse MTN who have grown the business since inception by investing over one trillion shillings and who have also committed to investing another trillion over the next three years expanding the network, mainly in rural Uganda for other growth activities. MTN Uganda’s debt is UGX 194 billion (equivalent to about $55 million) and $45 million at June 2021. MTN Group has arranged a syndicated loan, through Stanbic South Africa, with local banks in Uganda – Stanbic, Absa Citi and Standard Chartered.
  • Fintech opportunities: The country was reported to have 31.3 mobile money accounts but after a cleanup exercise, the number of active subscribers was determined to be 20.3 million. MTN’s mobile money has 45,000 merchants customers signed on, it sees a great opportunity to grow that market that it predicts can be ten times larger. They will also roll out bank tech products – savings, loans and insurance – and compete with banks at the bottom of the pyramid.
  • Dividend: Payout was 57% of profits in 2018 and 2019.  
  • Threats: Price competition may affect average revenue per user and profit margins, and a weakness identified is the low income of consumers.
  • Timelines: The IPO runs for just over one month. It opened on October 11 and closes on November 22, with an announcement of the results on December 3 and listing on December 6. Refunds, if any, will be paid from December 3. 
  • Transaction advisors: SBG Securities Uganda is the transaction advisor and lead sponsoring broker. Receiving banks are Stanbic, Standard Chartered and Absa in Uganda. Selling agents are SBG Uganda, Dyer & Blair Uganda, Crested Capital and UAP Old Mutual. In Kenya, these are SBG Securities and Dyer and Blair.
  • Offer Costs: Budget is UGX 32.6 billion with MTN International expected to foot 22.3 billion and MTN Uganda the other 10.3 billion. The bulk of the payments are the placement fees (UGX 9.9 billion) and the transaction advisor (7.5 billion). Others are VAT on professional fees (3.6 billion), while the tax advisors in SA and Uganda will earn a total of 4.2 billion. There is also the reimbursement of selling agents of retail shares (4.2 billion) and the public relations bill to MTN Uganda is UGX 356 million.
  • Valuation:  With the shares offered at UGX 200, Dyer & Blair advise a “buy” with a target market price of UGX 218, a 9% upside from the current offer. And when incentive shares are factored in, this makes the value of the shares almost 15% higher than the IPO offer.
  • Verdict: The euphoria could be similar to the Safaricom IPO in Kenya, whose investors are also yearning for another large IPO.

Read more at the MTN Uganda IPO official website.

EDIT December 3, 2021: Offical MTN Uganda IPO results show a 64.8% subscription as 2.90 billion of the 4.4 billion shares were taken up by 21,394 investors. This includes sale shares and incentive shares.

The IPO grossed UGX 536 billion (approx $150 million) and all applicants will receive their full allocation, with the shares listed on the Uganda Securities Exchange from 6th December.

Shareholding announced with IPO results: MTN International (Mauritius) 18.594 billion shares (83.05%), National Social Security Fund (NSSF) Uganda 1.98 billion shares (8.84%), Charles Mbire 892.23 million shares (3.99%), NSSF – Sanlam (0.26%), Bank of Uganda defined benefits Scheme – Sanlam (0.19%), National Social Security Fund (Kenya) – Sanlam (0.18%), Duet Africa Opportunities Master Fund IC (0.13%), EFG Hermes Oman (0.12%), First Rand Bank (0.10%), and the Uganda Revenue Authority staff benefits scheme – Sanlam (0.08%). Other shareholders have 684.47 million shares (3.06%), for a total of 22.389 billion shares.

More here.

AA of Kenya restructures for the future

The Automobile Association of Kenya (AAK) is over a century old and a member of the  International Automobile Federation (FIA). It is known for roadside assistance, its driving schools, setting mileage rates, Autonews magazine, car valuations for banks and vehicle inspections. It is also the go-to place for the issuance of international driving licenses, and carnets which are passports for cars to travel across borders e.g to Tanzania, Uganda or for other trips like this bike ride to South Africa.

Before you go on one of these trips, make it easy for yourself and get the following:
Carnet de Passage for each vehicle (get this via AA)
COMESA insurance (get via your insurance company, or buy at the border)
International driver’s license (get via AA)

The AAK had 2019 revenue of Kshs 722 million, expenses of Kshs 643 million and profit of Kshs 79 million. In Covid-affected 2020, revenue dipped to Kshs 472 million, and its net profit was 11 million. It had 100,000 members and net assets of Kshs 252 million.

While other automobile associations around the world do things like operate hotels & petrol stations and do helicopter rescues, the AAK plans its future revenue diversification ventures to include:

  • Establishing service centres in Nairobi, Mombasa, Kisumu, Eldoret and Nakuru.
  • Establish a learning centre called the Africa School of Mobility.
  • Be a leader in innovating mobility products and lead in green technology research.
  • Expand to all 47 counties and later to Rwanda and Ethiopia.

The envisioned projects all take capital so, at a special meeting in October 2021, AAK members voted to demutualise from being an association under the Societies Act and convert to a public limited company (PLC). They overwhelmingly passed proposals, with support ranging from 88% to 99%, including 93% for the AAK to do the demutualization and capital raising project.

The process will see the transfer of assets and investments to Automobile Association PLC, a holding company which will raise capital through a restricted public offer that is open to a new class of “full members.” The company will have an insurance brokerage as a subsidiary and an AA institute as an affiliate.

Currently, AAK members enjoy discounts on petrol (at Total stations), batteries, tyres, shock absorbers, and other services from partner organizations. But in future, “full members” will get shares, voting rights, more discounts on products and services that the AAK will continue to offer, in addition to dividends in future as shareholders. The AAK has also joined the Nairobi Securities Exchange (NSE) Ibuka accelerator program.

One can now enroll for full membership by paying a one-off fee of Kshs. 50,000 through card, M-pesa or deposit at the Cooperative Bank before December 31, 2021. This has been discounted to Kshs 40,000 for anyone who was an ordinary member of the AAK before the meeting date of 19 October. AAK transaction advisors are Standard Investment Bank, MMC Asafo and Tim Sky Media.