Category Archives: M&A

Equity buys BCDC, its second bank in DRC

Kenya’s Equity Bank Group Holdings has entered an agreement with some shareholders of Banqué Commerciale du Congo (BCDC) to buy a controlling stake in the bank with a view to consolidate it with its DRC subsidiary.

This comes a few years after Equity invested in DRC by purchasing a stake in ProCredit Bank. At the end of 2018, the DRC constitutes 8% of Equity group’s revenue, second behind Kenya’s 75% and ahead of Uganda, Tanzania and Rwanda. The DRC subsidiary had ~$558 million in assets, accounting for about half of its regional subsidies, with ~$13 million pre-tax profit.

The deal is yet to be approved by shareholders of the institutions, the central banks of Kenya and the DRC and other regulatory agencies.

The bank has nine branches in Kinshasa, four in the southern part of the country and sixteen others in the interior of the country (including Bukavu, Goma and Kisangani).  The main shareholders of BCDC are George Arthur Forrest  & family with 66.53% and the Government of DRC with 25.53%, as well as other shareholders who own 7.94% of the bank. In 2017, BCDC had deposits of $485 million, loans of $282 million and a pre-tax profit of $12 million, that was achieved despite challenges of currency fluctuations and bad debt provisions.

EDIT November 19: Equity Group will acquire 66.53% of BCDC by paying George Arthur Forrest $105 million for 625,354 shares, inclusive of dividends.

Equity Group plans to consolidate BCDC with Equity Bank Congo (EBC, formerly Procredit), and will pay KfW, the German development bank, $9 million for its 7.67% stake in EBC after KfW exercised a put option that the Government of DRC will have to approve.

Transaction advisors for the deal are Stanbic Bank Kenya and legal advisors are Anjarwalla & Khanna.

EDIT August 11, 2020: Equity Group announced the receipt of all approvals and completion of the deal on August 7. This was at a reduced price of $95 million, down from the earlier-announced $105 million to reflect the impact in COVID on world economies and the DRC. Equity now owns 66.53% of BCDC with the bank becoming a subsidiary of the Equity Group. 

National Bank Responds to KCB Takeover Bid

National Bank of Kenya (NBK) has published a circular over the proposed takeover by the KCB Group.

KCB has also now published their own circular for NBK shareholders, that has been approved by the CMA and which details their side of the deal.

NBK Circular Highlights:

  • The board of NBK recommends shareholders approve the Kshs 9 billion deal even though they value their share at Kshs 6.10  as no competing offers have been received so far, and the bank, while strong, needs additional capital to meet regulatory capital and grow its business. They add that the Government has a policy of sector consolidation to create strong banks.
  • NBK is the thirteenth largest bank in Kenya, a Tier-2 bank.
  • KCB has proposed that NBK continue to operate as a separate subsidiary of KCB for two years during which there will be no staff changes. An integration will come after, along with an organizational structure review, which may lead to a reduction of the workforce and “optimization” of the distribution network. i.e. branches, ATM’s and agents. NBK has 1,356 staff, serving about 650,000 customers.
  • Deal a foregone conclusion?: After the re-designation of the preference shares, NBK’s two key shareholders, the Government of Kenya and National Social Security Fund own a combined 93.23% of the bank’s shares.
  • KCB valued NBK at Kshs 5.6 billion. NBK has 48,987 shareholders who will receive 147,383,968 ordinary shares in the share capital of KCB, equivalent to approximately 4.59% of the share capital of KCB.. The NBK Board appointed Standard Investment Bank (SIB) to independent advise them on the market value of NBK and SIB arrived at a fair value for each NBK share of Kshs 6.10 – the result of combining the dividend discount method (5.41), net assets multiple (6.62) and historical share trading price (5.01).
  • Listing history: NBK was wholly owned by the Government until 1994 when it sold by 32% to the public through a listing on the NSE, followed by another share sale in May 1996. One of the conditions of the KCB offer is that the NBK shareholders should approve the de-listing of NBK from the NSE.

The NBK board’s opinion on the bank’s valuation is not expected to change anything unless a competing bid materializes – and the deadline for that is July 17.

KCB’s Circular to NBK Shareholders:

  • KCB has invited NBK shareholders to accept their offer by completing and returning forms during the offer period that runs from 10 July to 30 August. If the deal succeeds, their new swapped shares will list on September 16. 
  • On the pricing, NBK traded 26,638 shares per day in the last 6 months. In the last three months, NBK share prices ranged from Kshs 4.3 to 4.5 while those of KCB ranged from Kshs 38 – 44.
  • KCB reserves the right to vary the terms of its offer up to 5 days before the closing date (which means they have a chance to improve on any competing offer).
  • If 75% of NBK shareholders accept the offer, the others will remain minority shareholders in an unlisted (NBK) company, but if over 90% accept, then KCB will move to compulsorily acquire the remaining shares of other NBK shareholders.
  • KCB notes that NBK’s loan book has a non-performing ratio of 49%. 
  • Any share amounts that convert into fractions of a share in the swap formula will be rounded upwards to a full share.
  • There is a long-stop date of Thursday 31 October, 2019, and if the deal is not concluded by then, the KCB offer will lapse, and all acceptances will be considered void.

Equity – Atlas Mara bank deal

Atlas Mara and Equity Bank Group announced an agreement for the exchange banking assets.

The deal will see Equity acquire Atlas Mara’s 62% shareholding in Banque Populaire du Rwanda  and Atlas Mara’s interests of 100% of BancABC Zambia, 100% of BancABC Tanzania and 100% of BancABC Mozambique in exchange for Atlas Mara receiving 252 million newly-created Equity shares worth $105 million (Kshs 10.7 billion). Through the deal, Equity expands its Africa footprint into two new countries of Mozambique and Zambia

This also came the day that Atlas Mara announced their financial results for December 2018 which ended with $2.8 billion assets and profit after tax of $34 million, which were slight declines partly attributed to reduced interest income, the enactment of IFRS9 and the economic situation in Zimbabwe.

The four banks combined constitute less than 2% of the revenue of Atlas Mara. They would all require capital and liquidity to support and will now be consolidated off the Atlas Mara balance sheet in the deal to be concluded by the end of the year. Atlas Mara will now continue to focus on core investments where they can be market leaders. In 2019, they plan on stabilizing the bank in Zimbabwe and increasing their 49.7% shareholding at Union Bank of Nigeria.

Also In the results announcement, Michael Wilkerson, the Executive Chairman of Atlas Mara wrote about being frustrated, liked other shareholders, that the company’s share prices did not represent its true value and that the new stake in Equity, digital banking leader, would help improve that. They also did a BankABC Bostwana IPO in December 2018 selling 25% of the bank to investors on the Botswana stock exchange.

EDIT: The Business Daily reported on October 9, 2019, that Equity got a $130 million (~Kshs 13 billion) discount on the purchase of the four banks from Atlas Mara whose prices were marked down after a due diligence exercise.

EDIT:  March 26 2020: Atlas Mara confirmed it was still in discussion with the  Equity Group but did not expect to conclude these in the early part of 2020. Atlas aims to publish their accounts by the end of April but has postponed their shareholders AGM set for May 2020, due to the Coronavirus scheduling impracticalities.

EDIT: June 23 2020:  Atlas Mara and Equity Group mutually agree to discontinue transaction discussions as Equity has changed strategy given the effects of the COVID-19 pandemic globally and on the economies in which EGH entities operate.

The statement by Atlas Mara reads that they remain committed to implementing the previously-announced strategic decisions which include streamlining the holding company structure and related costs, and exiting or partnering in certain countries.

EDIT: September 29 2020: Atlas Mara announced that its subsidiary, ABC Holdings has entered into definitive agreements with Access Bank for the sale of its holdings in African Banking Corporation Mozambique. 

The transaction will include upfront cash consideration payable at closing equal to approximately 0.8 times book value as of 30 June 2020, plus additional cash consideration payable 24 months after closing of the transaction.

EDIT: November 25 2020: Equity’s main rival bank, the KCB Group announced a deal to purchase Atlas Mara’s 62% share in BPR and 96% of ABC Tanzania.  

KCB then intends to buy out the other shareholders in BPR and ABC by offering them the same cash deal. KCB will pay in cash for both banks, at price to book multiples of 1.09x for BPR and 0.42x for ABC.

KCB to acquire National Bank of Kenya

 

KCB has started the process of integrating NBK into KCB, an exercise that is expected to be completed within the next 24 months, focusing on systems, processes, people and institutional governance. 

 

KCB has made an all-share offer to acquire National Bank of Kenya in a not too unexpected move. Kenya’s largest bank will acquire the private, but state-controlled, NBK that was wrestling with an undercapitalized position.

KCB will acquire NBK, which has assets of Kshs 115 billion by offering 1 share for every 10 NBK shares. KCB trades at about 45 and NBK at 4.5 and this puts the offer, after conversion of NBK preference shares into ordinary ones, at about Kshs 7 billion. NBK has deposits of Kshs 99 billion and loans of Kshs 47 billion. It issued a rather late profit warning just before reporting a pretax profit of Kshs of 587 million for 2018, in March this year.

Bank shareholders: The NBK results notice also mentioned that its principal shareholders had committed to increase the capital of the bank a year ago. The Government of Kenya and the National Social Security Fund (NSSF) are significant shareholders in both KCB and NBK. At KCB the Government owns 17.5% and NSSF 6.12% while at NBK, the workers’ fund has 48% and the Government has 22.5%.

This deal presents an opportunity to rescue National Bank whose capital to asset ratio had dipped to 3%, far below the statutory minimum. The Government has grappled with how to restructure its portfolio of struggling banks and this option is a cash-less one that will see it and NSSF increase their shareholdings in KCB as other NBK shareholders gain by obtaining shares in the Kshs 714 billion KCB, the regional banking leader. Trading of shares of both banks was briefly halted on Friday morning, prior to the announcement.

Conditions of the deal to go ahead include approval by 75% of NBK shareholders (NSSF and the government own a combined 70% of the shares), while the Government is to also convert 1.135 billion preference shares in NBK into ordinary shares, representing a recapitalization of the bank by Kshs 5.7 billion. Also, if the deal is concluded, NBK will be delisted from the Nairobi Securities Exchange.

Banking M&A: KCB is now in the process of acquiring two banks – NBK and Imperial as two weeks ago the CBK and KDIC announced an improved offer deal with KCB for Imperial’s assets. The deal news comes in a week after NIC and CBA shareholders approved a merger of their banks.

It remains to be seen if Equity and Stanbic, which have expressed takeover designs on NBK over the last decade, will put in a bid for NBK. And also what will happen to other banks in similar positions of being in dire need to raise capital from their shareholders to meet statutory requirements.

EDIT October 4, 2019: KCB Group announced the completion of the successful take-over of National Bank (NBK) and listed an additional 142,979,717 shares of KCB at the Nairobi Securities Exchange for shareholders of NBK.

KCB has started the process of integrating NBK into KCB, an exercise that is expected to be completed within the next 24 months, focusing on systems, processes, people and institutional governance. 

EDIT November 22, 2021: National Bank of Kenya will be de-listed from the Nairobi Securities Exchange, effective November 25, 2021. 

NIC Bank shareholders approve merger with CBA at the 2019 AGM

NIC Bank shareholders met for their 2019 annual general meeting and approved a merger with CBA bank, creating Kenya’s second-largest bank (by customer deposits), a day after CBA shareholders had approved the same deal.

The merged bank will have about a 10% share of banking assets, deposits, and loans in Kenya. It will encompass the two groups serving over 41 million customers and their banking entities in Kenya, insurance (CBA Insurance and NIC Insurance), investment banking & stockbroking (CBA Capital, NIC Capital, NIC Securities), and regional subsidiaries in Tanzania (both banks), Uganda, (both banks) and Rwanda (CBA) and Côte d’Ivoire where MoMoKash is a CBA partnership with MTN and Bridge Group.

Group Managing Director John Gachora said scale is important in banking and that by merging NIC, which is known for asset finance and corporate banking, with CBA, which has desirable mobile banking and high net worth businesses, they would be the largest bank by customer numbers in Africa. CBA will be 53% shareholders in the merged bank.

NIC turns 60 this year, and in 2019, their focus will be on getting to Tier I ranking through the merger, and getting regulatory approvals after they had obtained shareholder approvals.  Directors also got approval to effect a name change (already under consideration) and the right to dispose of up to 10% of the assets of the bank without reverting back to shareholders. They will also create an employee share option program (ESOP) to retain key staff, and CBA, who already have an ESOP for their veteran staff (that owns 2.5% of that bank), will fold itself into the new incentive scheme. Other conditions of the merger include obtaining a waiver of capital gains and stamp duty tax in Kenya, approval of regulators in different countries, and approval of landlords and financial partners.

EDIT In May 2019, The Competition Authority of Kenya approved the merger of NIC and CBA banks on condition that none of the 1,872 employees of the merged entity are declared redundant for 12 months after completion of the transaction.