Category Archives: COMESA

Sugar Privatization in Kenya

Kenya has floated an international expression of interest for the privatization of five sugar companies.

The Government through the giant Agriculture and Food Authority (AFA), manages the sugar sector. The five are Chemelil Sugar Company, South Nyanza Sugar Company (SONY), Nzoia Sugar Company, Miwani Sugar Company (under receivership) and Muhoroni Sugar Company (under receivership).

The Government is seeking investors who will redevelop the factories into sugar complexes and manage them on lease for 25 years, turning them to profitability through modernization and efficient management. Investors, as individual or consortiums, will have to demonstrate familiarity with the sugar industry, submit regulatory documents (PIN, incorporation certificates, factory operation licenses), and prove their experiencing managing sugar plantations for at least 5 years, and their available financing.

The Government’s Privatization Commission has long had plans to privatize the sugar companies as part of a COMESA arrangement and to modernize Chemelil, rehabilitate SONY, expand Nzoia, and address the debts of Miwani and Muhoroni. It’s shareholding is 96% at Chemelil, 99% at Sony, and 98% at Nzoia. It also owns 49% of Miwani and 17% of Muhoroni through the Agricultural Development Corporation. Other government agencies with shareholding include the Development Bank of Kenya with 1.4% of Chemelil and 0.3% of Muhoroni respectively, IDB with 0.3% and 0.9% of SONY and Nzoia respectively, and ICDC with 0.7% of SONY.

To prepare the companies for this exercise, the government had undertaken balance sheet restructuring, writing off debts that the five owed to it, the Kenya Sugar Board, and to growers, as at December 31, 2019. They have also written off with taxes and penalties through 30 June 2019 and accrued up to date.

Recently, two governors, Wycliffe Oparanya of Kakamega and Anyang’ Nyong’o of Kisumu, writing on behalf of the Lake Region Economic Bloc, welcomed the Government’s decision to waive Kshs 62 billion (~$580 million) of debts owed by the firms. They also asked that a bill in Kenya’s Parliament direct that millers make payments to sugar farmers within 7 days of delivering crop and with these payments based on the sucrose content, rather than the weight of cane.

They also asked for a reintroduction of the Sugar Development Levy to ensure that farmers, counties, and the factories will have steady financial flows. Chemelil, Muhoroni and Miwani are located in Kisumu County, Nzoia is Bungoma, while SONY is in Migori county.

The deadline for the expressions of interest, that are to be submitted by sealed envelopes to AFA, is August 3. The bid documents will be disinfected (it’s Covid-19 season), and opened, with the results announced on August 4, 2020, at the AFA offices.

Merger deals in Eastern & Southern Africa (COMESA)

An interesting list of merger statistics was published by the COMESA Competition Commission which regulates trade between member states in the Common Market for Eastern and Southern (COMESA) region.

Most of the proposals involve companies in Kenya Mauritius Zambia Zimbabwe Uganda and Rwanda and are mainly concentrated in energy, banking and agri-business.

It showed that there were 46 deals in 2019, compared to 45 in 2018, and that last year the Commission approved 37 mergers with unconditional clearance and 6 others with conditions. Some were covered earlier, but some notable ones last year include:

Airline/ Oil/Energy/Mining M&A

  • Acquisition of shares by Azura Power (Mauritius) in Thika Holding, Thika Power and Thika Power Services. The target, Thika, is registered in the British Virgin Islands and generates electricity from heavy fuel oil and provides related support services. Azura is acquiring 90% from Melec and the other 10% will be held by Africa Energy Resources Plc.
  • 100% of Iberafrica Power E. A. (“Iberafrica”) has been acquired by the Africa Infrastructure Fund via a Danish partnership. Iberafrica owns and operates a 52.5 MW heavy fuel oil Nairobi power plant and has a PPA with Kenya Power and Lighting Company that will expire in 2034.
  • Matador (managed by the Carlyle Group) intends to acquire between 30 – 40% of the shareholding in CEPS, the parent of a group of companies that supply fuels and fuel derivatives products, with operations in Egypt and Kenya.
  • KenolKobil Plc is acquiring 10 petroleum retail outlets in Zambia from Samfuel.
  • Engie Afrique S.A.S. is acquiring Mobisol Kenya and Mobisol Rwanda which market, distribute and sell solar home systems and related appliances in Kenya and Rwanda.

Banking and Finance: Finance, Law, & Insurance M&A

  • MyBucks (formerly New Finance Bank), a Malawian bank, is acquiring 100% of Nedbank Malawi, which has 11 branches and 50,000 customers. Mybucks is a subsidiary of Frankfurt-listed fintech MyBucks SA which intends to consolidate the two banks.
  • The acquisition of 66.53% of Banque Commerciale de Congo by Equity Group Holdings Plc (covered here).
  • The acquisition by Access Bank Plc of 100% of Transnational Bank Plc (covered here)
  • The proposed acquisition by Banque Centrale Populaire (BCP) of Banque Malgache de l’Ocean Indien (BMOI),a Malagasy commercial bank with 19 branches.

Agri-Business, Food & Beverage M&A

  • PepsiCo is acquiring Pioneer Food Group of South Africa which supplies various grocery products, beverages and breakfast cereal products in the COMESA region.
  • Actis International, through Neoma Managers (Mauritius), is acquiring the management rights held by Abraaj Investment Management (in provisional liquidation) that represent a controlling interest in firms that are in the manufacturing, casual dining and healthcare sectors.
  • Vivo will acquire shares comprising 50% of Kuku Foods Kenya, Kuku Foods Uganda and Kuku Foods Rwanda. Vivo distributes and markets fuels and lubricants across Africa, while Kuku Holdings, incorporated in Mauritius, operates “KFC” quick-service restaurants franchises in Kenya and Uganda, while Kuku Foods Rwanda is not yet operational.
  • The acquisition of a controlling shareholding in Almasi by Coca Cola through its affiliate Coca-Cola Sabco (East Africa).
  • The proposed merger involving Pledge Holdco, an affiliate of TPG and Maziwa, which is controlled by Bainne Holdings. The target owns subsidiaries that sell dairy products in Kenya and Uganda.
  • Zaad BV will acquire a 40% stake in EASEED, a seed firm with interests in Kenya, Tanzania, Ugandan, Rwanda and Zambia, with an option to acquire an additional stake in the future. EASEED is newly incorporated, owned and controlled by a Kenyan national, Mr. Jitendra Shah.
  • A merger between the Finnish Fund for Industrial Development Cooperation and Green Resources AS, a Ugandan operator of East Africa’s largest sawmill (in Tanzania) as well as other electric pole and charcoal manufacturing plants in the region.

Pharmaceutical, Health and Medical M&A

  • TPG Global LLC and Abraaj Healthcare Group Hospitals. (AHG) which owns subsidiaries that provide healthcare services at hospitals and medical clinics in Kenya (Nairobi and Kisumu).

Logistics, Engineering, & Manufacturing M&A

  • A joint venture involving Bollore Transport & Logistics Kenya, Nippon Yusen Kabushiki Kaisha, and Toyota Tsusho Corporation was incorporated in Kenya in January 2017 and will result in Bollore NYK Autologistics that will provide inland transportation, storage and distribution of new or used vehicles arriving at any other port in Kenya and any vehicles manufactured and/or assembled in Kenya.
  • The formation of a joint venture between CFAO (a wholly-owned subsidiary of Toyota Tsusho) and tyre-manufacturer Compagnie Financiere Michelin SCmA (Michelin) that is intended to develop a distribution network to promote tyre sales and tyre-related services in Kenya and Uganda.
  • The proposed merger between Augusta Acquisition B.V., a subsidiary of Uber International, and Careem Inc, a technology platform in the greater Middle East. Uber has operations in Egypt, Kenya and Uganda while Careem operates in 125 cities across 15 countries, including Egypt and Sudan. The COMESA Commission found Egypt is where there was an overlap of the two companies in and approved the deal with some interesting conditions on fares, safety, surge pricing, driver compensation, data sharing, among others.

Real Estate, Tourism, & Supermarkets M&A

  • A proposed merger involving African Wildlife Holdings partnership and Wilderness Holdings. Wilderness operates under various brands including Wilderness Safaris, Wilderness Air, Governors’ Camp Collection and Governors’ Aviation in Kenya, Rwanda, Zambia and Zimbabwe.
  • A Mauritius private equity fund, through Amethis Retail, intends to acquire a minority stake in Naivas International and will indirectly gain control of the target’s Kenyan subsidiary, Naivas, a family-owned, leading supermarket chain with 58 stores. In Kenya, Amethis has invested in and indirectly controls Chase Bank, Ramco Plexus and Kenafric.

Telecommunications, Education, Media & Publishing M&A

  • The proposed merger involving Airtel Networks Kenya and Telkom Kenya, in which Telkom Kenya end up with a 49% shareholding in a renamed Airtel-Telkom was approved as it was not likely to affect competition within COMESA.
  • The acquisition of 100% of Eaton Towers Holdings by NYSE-listed ATC Heston. Both have operations in Kenya and Uganda.
  • Raphael Bidco Ltd, which is owned by CVC Funds, is acquiring joint control of GEMS, an international education company. It is listed as being active only in Egypt, but there are GEMS schools in East Africa.

Africa’s New TFTA Economic Bloc

So what’s the TFTA (download an English language PDF here)? Why is it so important?  And what’s good about it for Kenya? A lot of that is in this nice article by the Oxford Business Group titled Kenya to benefit from newly agreed TFTA. 

Extracts

  • The Tripartite Free Trade Agreement (TFTA) is an economic integration initiative pursued by the East African Community (EAC), the Common Market for Eastern and Southern Africa (COMESA) and the Southern African Development Community (SADC), which will create a 26-country integrated economic bloc.
  • Members of the TFTA aim to progressively eliminate tariffs to trade in goods, liberalise trade in services, cooperate on customs matters, among other areas.
  • Kenya is expected to be 1 of only 5 countries in the bloc to see exports increase by more than $100m following full implementation of the TFTA.
  • The TFTA gives Kenyan exporters preferential access to 6 new markets not already covered by the EAC or COMESA, namely Angola, Botswana, Lesotho, Mozambique, Namibia and South Africa.
  • “Sensitive” agricultural goods like sugar, maize, wheat and rice will be subject to duty and quota restrictions, as will other products such as cement, plastics, electronics and paper till at least 2017 to give these industries in some countries time to adjust to increased competition.Highland tea export journey
  • Members of the TFTA aim to progressively eliminate tariffs to trade in goods, liberalise trade in services, cooperate on customs matters, among other areas.

Ahead of the World Trade Organizations (WTO) 10th Ministerial Conference (MC10) to be held later this month in Nairobi, Kenya’s parliament (national assembly) hurriedly ratified the TFTA . This was in a debate just before their year-end recess, and during this, some members chastised the government (executive) for being slow to bring  the TFTA before parliament – and legislative assent is a condition that all member states must meet.

Sugar crisis countdown

Mumias is Kenya’s main sugar company with diversified operations and whose future plans include ethanol production and electricity generation.

However, while they believe they are ready to compete in the future, they worry that other companies and the sector will be negatively affected and could collapse after March 2008 when an import restriction expires – thus allowing unlimited amounts of sugar to be imported duty-free from other COMESA countries.

As such they are commissioning a study (pre-proposals to be sent to the company by 5/4) to see what impact this will have on the sector and calling for urgent action.

Issues they are raising:

  • Other countries – Brazil, Pakistan, Australia, Mauritius, SA, Zambia etc. protect their sugar sectors through tariff and other non-tariff means like subsidies – so why not Kenya?
  • Is the sugar imported from COMESA country Egypt – truly Egyptian in origin? Mumias suspects much of it is dumped from Brazil and under-invoiced by the time it reaches Mombasa. Malawi and Swazi sugar are also suspect.
  • The sugar sector has not been supported in terms of tax breaks, subsidies, infrastructure and incentives like other Kenyan agricultural sectors such as coffee, dairy, tea, and livestock. Also, when the sector was liberalized/privatized it was not recapitalized as expected leaving companies with debt burdens.
  • Does Kenya benefit from COMESA more than it loses by supporting the local sugar industry? What is the value of Kenya exports to / imports from other COMESA countries? Are sugar, ceramic, textiles and rice from Egypt truly Egyptian products? What is the value of exports to COMESA by Kenyan owned companies?
  • Ascertain Kenya sugar contribution to the economy in terms of taxes, infrastructure, and employment.

For Mumias: It’s troubling that you can buy rice from Pakistan at Uchumi or Nakumatt is priced cheaper than the local Mwea rice (which I buy). So what will happen with sugar? The March 2008 date has always been a crucial day for any Mumias shareholder to consider and the company will certainly benefit from a continued exemption. Mumias makes a great deal of mileage as the only widely circulated Kenya branded sugar product – with the connotation of buy Kenyan, your taxes at work etc.