Category Archives: tanzania

Tegeta Escrow

Yesterday Harbinder Singh Sethi and James Buchard Rugemarila were charged with obtaining $22 million and 309 billion Tanzania shillings from the Bank of Tanzania in what’s been dubbed the Tegeta Escrow case.

Perhaps the best summary of the Tegeta Escrow case comes from Africa Confidential (Vol 55 – N¬į 19) dated 26 September 2014 –

  • Heads may be about to roll after revelations about the contested transfer of 200 billion Tanzania shillings (US$124 million) from an escrow account in the central bank, the Bank of Tanzania, to Harbinder Singh Sethi‚Äôs Pan Africa Power Solutions Tanzania Limited (PAP, AC Vol 55 No 13). The complex details of how Sethi acquired Independent Power Tanzania Ltd. (IPTL) and then raided the BoT account have now been pieced together by two opposition members of parliament, Zitto Kabwe and David Zacharia Kafulila, with the help of The Citizen and Mwananchi newspapers.
  • If Sethi‚Äôs critics are proved right, this is the country‚Äôs biggest corruption scandal to date. Based in South Africa, Sethi is a Tanzanian-born businessman with a reputation for dubious past dealings in Tanzania, Kenya, South Africa and the United States. Sethi claims to have bought 70% of IPTL‚Äôs shares from Malaysia‚Äôs Mechmar Corporation, now in receivership. Yet Standard Chartered Bank Hong Kong (SCB-HK) claims to have purchased IPTL‚Äôs debt for $76 mn. in August 2005 and says Mechmar was already in liquidation when Sethi claimed to have acquired the shares.
  • The Tanzanian behind IPTL, former BoT employee and self-styled international consultant James Rugemalira, is also under investigation over the $75 mn. that he was paid by Sethi for his company‚Äôs 30% share in IPTL.
  • Both Sethi and Rugemalira have lived up to Kabwe‚Äôs description as ‚Äėaggressive litigators‚Äô. Their strategy has been to steer the acquisition of IPTL away from non-Tanzanian jurisdictions (Malaysia and Britain), from other interested parties (SCB-HK) and lawyers, receivers and liquidators in Malaysia and Hong-Kong. In this way, SCB-HK‚Äôs property rights in IPTL have been summarily dismissed and attempts by SCB-HK‚Äôs lawyers to negotiate a compromise with Tanesco have all been blocked. Furthermore, the findings of the International Centre for Settlement of Investment Disputes over IPTL‚Äôs overcharging Tanesco for power supplied and the proposal for a solution involving SCB-HK claims have been ignored. Tanzanian courts have been complicit in rubber-stamping IPTL‚Äôs transfer to Sethi‚Äôs PAP. None of this helps improve the country‚Äôs image abroad.

Other

  • The unfolding details about the Tegeta Escrow case resulted in the removal of four ministers back in 2014.¬†On Saturday, the energy minister, Sospeter Muhongo, resigned over his alleged role in the affair last year that saw $180m (¬£116m) taken from the country‚Äôs central bank.¬†The move follows the removal from office of the attorney general, Frederick Werema, the energy secretary, Eliakim Maswi, and the housing minister, Anna Tibaijuka, who was sacked over the transfer of $1m to her private bank account¬†Chairs of three parliamentary committees have also resigned following the scandal: Victor Mwambalaswa, energy and minerals committee; Andrew Chenge, parliamentary budget committee; and William Ngeleja, legal affairs and governance committee.
  • Back in December 2014, Stanbic Bank Tanzania released a short¬†statement¬†on the-then parliamentary report on Tegeta Escrow and their role.

 

EAVCA: East Africa Private Equity Snapshot

Ahead of the 3rd Annual Private Equity in East Africa Conference, (taking place on June 15 in Nairobi) the East Africa Private Equity & Venture Capital Association (EAVCA) and KPMG East Africa released their second private equity survey showing increased funding and activity, and with a lot more opportunity for deals to be done.

They estimated that of the $4.8 trillion raised between by P/E funds globally between 2007 and 2016, about $28 billion was raised by Africa-focused funds and $2.7 (including $1.1 billion in 2015-2016) had been earmarked for investment activity in East Africa.

This private equity had funded over 115 deals in the period that were included in the survey. Out of these  the 115 deals, 23 were agri-business, 20 were financial services, 13 manufacturing, and 12 FMGC representing 59% of deal volume. The average deal size had also grown to the $10-15 million range, while in the initial survey it was below $5 million.

East Africa Private Equity Survey

Of the 115 deals, Kenya had 72 deals (63% of the total), Tanzania 19, Ethiopia 8, Uganda 12, and Rwanda at 4. Some of the large deals in the survey, by country, include:

‚ÄĘ Rwanda: Cimerwa ‚Äď PPC ($69M), Cogebanque ($41M), BPR-Atlas Mara ($20M), Pfunda Tea ($20M)
‚ÄĘ Uganda: topped by oil deals CNOOC and Total SA (both $1,467 million), Tullow $1,350M, Total $900M, CSquared-Mitsui $100M, Sadolin-Kansai $88M
‚ÄĘ Ethiopia: National Tobacco ‚Äď Japan ($510M), Meta Abo-Johnnie Walker ($255M), Dashen-Duet ($90M), Bedele-Heineken ($85M) and Harar-Heineken ($78M), Tullow-Marathon ($50M)
‚ÄĘ Tanzania: Africa Barrick Gold ($4,781 million), Tanzania ‚Äď Pavilion ($1,250M), Vodacom ($243M), Export Trading Co ($210M), Millicom-SREI ($86M), Zanzibar Telecom-Millicom ($74M)
‚ÄĘ Kenya: Safaricom-Vodacom ($2,600 million), Africa Oil-Maersk ($845M), I&M-City Trust ($335M), Ardan-Africa Oil ($329M), Kenya Breweries-EABL $224M, UAP-Old Mutual ($155M), ARM Cement-CDC ($140M), Wananchi ($130M), CMC-AlFuttaim ($127M), Essar ($120M)

P/E operations: There are about 72 funds operating/focused in East Africa (up from 36 in the first survey) with over 300 employees. 89% of the survey respondents have a local presence in East Africa.

Some of the fund companies that responded to the survey include Acumen, Abraaj, AfricInvest, AHL, Ascent, , Catalyst, Centum, CrossBoundary, Grofin, Emerging Capital Partners, Kuramo, Metier, Mkoba, NorFund, Novastar, Phatisa, Pearl Proparco, Swedfund, and TBL Mirror

Returns:  Of  the deals done, survey responders had an average IRR target was 22% while the actual IRR achieved was 19%.  There were 34 exits between 2007 and 2016, with increased recent activity; 2014 (had 7), 2015 (7) and 2016 (6). The preferred mode of exit is sale to a strategic investors (preferred by 78% while this mode accounts for 38% of exits) followed by share buy backs (32%), then sales to another P/E (21%).

Many of the funds in the region are still in early stages, and 54% have made nil returns to their investors. They surveyors estimate there are more opportunities for Africa private equity in health, education, retail, and manufacturing sectors.

Vodacom IPO launched in Tanzania: a Prospectus Peek

Quick note excerpts from the 140-page Vodacom IPO prospectus. There’s even a Swahili version  (PDF) of this Vodacom Tanzania PLC prospectus.

About Vodacom

  • Vodacom Tanzania PLC is a subsidiary of Vodacom Group (South Africa), which in turn is a subsidiary of Vodafone Group Plc (UK). Vodacom Group Limited is the beneficial owner of 82.15% of Vodacom Tanzania. Mirambo Limited directly holds the remaining 17.85%.
  • Vodacom is Tanzania‚Äôs leading mobile operator. Market share: Vodacom Tanzania (31% ), Tigo (29%), Airtel (26%), Halotel (7%), Zantel (4%), Smart Telecom (2%), TTCL (1%)
  • In 2016 Vodacom had 12.38 million customers (including 5.4 million active data customers) and an ARPU of TZS 5,972. Vodacom Tanzania has 570 employees, 189 nationwide retail points, in excess of 17,000 freelance distributors and 75,000 mobile money agents.
    Vodacom is part of a ‚Äúconsortium‚ÄĚ (with Tigo, Airtel, Zantel) that has constructed about 400 km of metro fibre, in Dar es Salaam, Dodoma, Morogoro, Mwanza and Arusha, as well as over 1,300 km of backbone fibre linking the major cities of Dar es Salaam, Dodoma, Arusha and Moshi.
  • Vodacom Tanzania estimates that the total net proceeds from the Vodacom IPO issue of 560 million new shares, after deducting expenses (and assuming that the offer is fully subscribed), will be TZS 469 billion (~$210 million)

Use of proceeds:

  • Vodacom Tanzania intends to apply such net proceeds to:
    (i) The execution of inorganic growth opportunities geared towards growing and maintaining Vodacom Tanzania’s leading market position (elsewhere the prospectus mentions that Vodacom Tanzania may consider mergers, acquisitions or strategic investments),
    (ii) Working capital augmentation for Vodacom Tanzania; and
    (iii) general corporate purposes for Vodacom Tanzania (elsewhere it mentions that part of the Vodacom IPO proceeds will be used to repay loans from the Vodacom Group and Mirambo).

Risks & Regulation

  • (this is a) Forced listing & IPO: The Company converted from a private limited company to a public limited company in November 2016. Following the 2016 Finance Act, all licensed telecommunication operators are to have a minimum local shareholding of 25% of their authorized share capital issued to the public and listed on the Dar es Salaam Stock Exchange¬†(DSE).. penalties may be imposed by TCRA should the IPO not take place within six months from 1 July 2016.

Non-compliance:

  • The Bank of Tanzania allowed Vodacom Tanzania to continue offering Mobile Money Services whilst the license applications are pending (it has applied for Payment System License and will apply for an Electronic Money Issuer License)
  • Vodacom Tanzania is also working on forming a separate M-Pesa corporate entity to comply with regulations.
  • Vodacom Tanzania is working on a project plan to migrate all its Network Operating Centre (NOC) operations to Tanzania to comply with an in-country NOC requirement.
  • Vodacom Tanzania is also working on network optimisation and modernisation initiatives to ensure compliance with Quality of service (QOS) obligations.

Government Moves

  • ¬†Issuance of new licenses: presents a risk to the profitability of the company. The awarding of a new license to a new operator last year saw the advent of an eighth licensee to an already intensively competitive market. 99% of Vodacom Tanzania‚Äôs customers are prepaid (But) It is unlikely that there will be a new entrant into the Tanzania telecommunication market. Any new player in the Tanzania market should not pose a significant competitive challenge in the period to 31 March 2018 because of market penetration and lead time to setting up a telecommunication network.
  • Spectrum: Vodacom Tanzania is on record that it requires additional spectrum to meet quality of service requirements (QOS), especially for data services. The decisions taken by the Government on the timing, fees, and allocation of digital ÔŅľdividend and other spectrum will have a major impact on Vodacom Tanzania‚Äôs ability to serve its customers,
  • Tax Risks: ¬†‚ÄúThe complex tax environment in Tanzania poses a number of challenges to Vodacom Tanzania.”¬†¬†Two new taxes going up may affect Vodacom Tanzania‚Äôs profitability: Draft amendments to the UCSAF Regulations seek to increase the service levy from 0.3% of service revenue to 1% of service revenue while a draft revision of the Local Government Finances Act (LGFA) proposes an increase in the rate of service levy charged from the current 0.3% to 1.5% of turnover net of value added tax and excise duty for all businesses. The LGFA further proposes to empower local government authorities to impose levies on telecommunication transmission towers.
  • Vodacom Tanzania already has a number of tax matters and litigations that are pending at various appellate levels. Tax litigation with the Tanzania authorities over TZS 100 billion ¬†(~$51m) calculated on issues like undersea fibre, towers, foreign exchange, losses, withholding taxes, VAT, roaming, interconnection licenses capital allowance). There’s also a potential $500 million from a tort conspiracy case over frequency allocation and a half dozen other staff cases.

Performance:

  • Vodacom Tanzania‚Äôs audited annual Accounts for the years ended 2014 and 2015 showed a profit before tax was TZS 166 billion in 2014, TZS 78 billion in 2015 (from revenue of TZS 908 billion). For 2016 it was 74 billion in 2016 (from revenue of TZS¬†923 billion)
  • They project a project a pre-tax profit of TZS 82 billion for March 2017 and ¬†TZS 137 billion for March 2018

Strategies

  • Continue to grow M-Pesa¬†There has been the phenomenal success story of mobile financial services in Tanzania, where Vodacom Tanzania remains the market leader in terms of customer share and has significant brand equity…Vodacom M-Pesa makes up in excess of 20% of Vodacom Tanzania‚Äôs service revenues
  • Benefit from Vodafone: Vodacom Tanzania will, however, remain part of the Vodafone Group and will continue to benefit from their scale of operations and expertise.
  • Vodacom Tanzania may consider mergers, acquisitions or strategic investments.

Other Companies

  • In 2016, the Group acquired 100% of Shared Networks Tanzania (SNT) from its shareholders for $15 million
  • The group remains committed to its decision to exit its investment in Helios Towers Tanzania (HTT ), an associate in which the group holds a direct investment of 23.78%. In September 2013, Vodacom Tanzania PLC decided to sell and lease back its passive equipment to HTT.

Vodacom IPO Expenses

Issue expenses are estimated at TZS 7.1 billion (about $3.9 million) and include amounts for the lead advisor and sponsoring broker’s fees (Orbit Securities) TZS 650M, lead receiving bank fees (National Bank of Commerce) TZS 872M, Capital Markets & Securities Authority fees TZS 283M, Dar es Salaam Stock Exchange listing fee of TZS 1 billion, and all authorised collecting agents will share TZS 3.8 billion.

For Investors

  • 560 million new shares (or 25%) are being sold, and all the shares will be listed on the DSE. Vodacom IPO shares will only be sold to Tanzanian citizens and entities incorporated in Tanzania in which Tanzanian citizens have a majority beneficial ownership (no shares for East Africans unlike previous IPO‚Äôs in the region)
  • The minimum investment is¬†TZS 85,000,¬†equal to about $38 or KES 3,926. This is for 100 shares at TZS 850, and after that¬†buy in multiple of ¬†10 shares.
  • Buy via phone: Using their phones, Tanzanians can apply for shares through the DSE platform (dialling *150*36#) and also pay for shares via M-Pesa (by dialling *150*00# and entering the business number 236622, and a unique DSE reference number)
  • After the IPO. the public will own 25% alongside (Vodacom and Mirambo), and the dividend policy is to pay out at least 50% of earnings after tax¬†but at the¬†discretion of the board of directors. (31 March 2016 EPS was 34.65 TZS and the group expects to pay dividends of TZS 16.5 billion in FY17.
  • Timetable: The Vodacom IPO opened on 9th March, and closes on 19th April. The results will be announced on April 28, the listing will be on 16 May, and an AGM is scheduled for 1st June 2017.

Will the Vodacom IPO be as successful as the Safaricom IPO was in Kenya a decade ago?  The Vodacom IPO certainly seems to be selling well, attracting lots of first time Tanzania investors, in the first two days.
100 USD equals 223,000 TZS and 100 KES = TZS 2,165.

Plane Moments: Mostly KQ

 

  • Precision Air: ¬†Kenya Airways and it’s associate company, Precison Air Services are working on a commercial alignment with respect to pricing on joint venture routes. They have applied to Kenya’s Competition Authority for an exemption as the regulator does not allow two similar airlines to have the same ticket pricing.¬†Read more on Precision Air in which Kenya Airways has a 41% shareholding.
  • Kenya Gets Protectionist: ¬†Kenya is limiting the issuing of new licences for global airlines seeking to exploit the strategic Nairobi hub in a protectionist move aimed at reviving the dwindling fortunes of national carrier Kenya Airways.¬†Transport Ministry Principal Secretary Irungu Nyakera said Kenya is doing what the US and the European Union are doing, limiting the frequency of Middle East carriers because they have realised they are killing their own airlines, leading to job losses. ¬†
  • Tanzania is revamping its national carrier by buying new planes as part of plans to boost tourism and transport sectors. ¬†The country received delivery of two Bombardier Q400 planes in September at a cost of $62 million and¬†has also made initial payment for the purchase of a Boeing 787 Dreamliner, which is expected to be delivered on June 18.
  • Nigeria airline takeovers:¬†The takeover of the nation‚Äôs biggest airlines, Arik and Aero airlines by the undertaker, the Asset Management Corporation of Nigeria (AMCON) may have exposed some management lapses in the private sector.. some of Arik‚Äôs missteps to include ‚Äústarting off its international services with the gas guzzling ultra long-range Airbus A340-500s literally guaranteeing losses on its relatively short-range services to London, South Africa, New York and Dubai. It also bought 10 of the relatively cost inefficient Boeing 737-700s used mostly by short-haul, low-cost airlines like Southwest Airlines. It only has four of the more efficient and versatile Boeing 737-800s suitable for high-capacity routes such as Lagos to Abuja and Lagos to Port Harcourt, as well as regional routes to West and Central Africa.‚ÄĚ
  • RwandAir will start direct flights to India‚Äôs commercial centre Mumbai on April 3…it also¬†plans to start flights to Gatwick, London’s second-busiest airport, and to the US this year as part of its strategy to serve more global markets.
  • The CEO of apologized for customer frustrations ¬†over the last few months. ¬†They have since introduced a new¬†introduced a brand new Bombardier Q400 next generation aircraft to further enhance flight schedule integrity.
  • Etihad Airways Engineering has signed an agreement with Kenya Airways to perform mandatory checks on its six Boeing 787-8’s between February and October 2017. ¬†Etihad Airways Engineering is the largest commercial aircraft maintenance, repair and overhaul (MRO) services provider in the Middle East.

 

Twiga Bancorp Closure

Just a few days after Uganda shut down Crane Bank, in Tanzania, the governor of the Bank of Tanzania announced a takeover of Twiga Bancorp, citing a deteriorated capital position that jeopardized its operations.

twiga-bancorpUnder the takeover, the board and management were suspended and a new statutory manager appointed and the bank was to  stay closed for one week while new arrangements were made.

According to a 2012 Tanzania bank report by Serengeti Advisors, Twiga was a relatively small bank, ranked 28th out of 45 banks in the country. It was wholly owned by the Government of Tanzania and had 4 branches. It had $42 million in assets, $24 million of loans and deposits of $34 million. Its capital base was $3.4 million and it made a profit in 2011 of $189,000.