Category Archives: Mauritius

Mauritius and the EU Blacklist

This week, the East Africa Venture Capital Association (EAVCA) organized a talk about Mauritius that’s facing a European Union financial transactions blacklist.  

Some excerpts:

  • Mauritius has set itself up as a financial hub that attracts and deploys investments across Africa. It has become the place of choice to operate through and 90% of investments into East Africa are done through Mauritius (60% are from the EU). The significance of this is that one panelist said that the Mauritius ban was worse than COVID.
  • Mauritius has complied with 35 of the 40 clauses (including the big 6 important ones), and 53 of the 58 recommended actions on Anti-Money Laundering (AML). There’s high-level commitment to correct the remaining ones, led by the Prime Minister, and the nation has a timetable to address the outstanding issues in 2021. 
  • The blacklist prohibits European investments in new funds in Mauritius, with the ban also affecting all European Investment Bank (EIB), funding, investments, lending and operations. The ban is not retroactive, so they have agreed on a grandfather period, till 31 December 2021, during which funds can continue to operate and by which time they hope the country will be removed from the list. But from October 1 2020, European funds can’t make new invests in funds structured in Mauritius. They have two options – focus on funds not established in Mauritius or invest through parallel structures (institutions that are set-up to co-invest along with funds in Mauritius) 
  •  No African country will benefit from Mauritius troubles as there are few alternatives to that country. Malta and Ghana have also been listed – so likely bases are now Dubai, or within the EU (Netherlands, Ireland, Luxembourg, France) itself.  
  • Kenya and Mauritius have been working on a taxation treaty for 8 years. Kenya has signed 14 tax treaties (including with Canada, France, Germany, India, Norway, UK, Zambia and South Africa), most before 1987, but none had raised as much attention as the proposed Mauritius DTA, as it is which is a low-tax country. Uganda and Rwanda already have Mauritius DTA’s. Kenya’s Parliament opened public participation on a new Kenya-Mauritius treaty for the avoidance of double-taxation in terms of cross-border transactions (property, profits, royalties, dividends, technical fees etc.) and the deadline for comments is October 5 202. But the treaty does not apply to most Kenyan investment firms as a 2014 KRA law change requires 50% of ownership to be in another state to qualify.  

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.

Absa AFM Index shows African countries improve in investor readiness

The 2019 Africa Financial Markets Index report that was released in October, found that several countries had closed gaps to perennial leader South Africa, improving on several measures such as financial transparency, local investor capacity, legal protection and macroeconomic opportunity.

Showing just how much African countries have made progress, while only six had scored better than 50 (out of the maximum 100) in the first index in 2017, last year ten countries did that, and in 2019, thirteen countries scored better than 50 points.

The ranking of countries in the Absa 2019 Africa Financial Markets Index and some of the market/investor activities highlighted in the report include:

1 South Africa (and also number 1 in the last index): Is the top country in 5 pillars after it regained the lead from Kenya on the foreign exchange one. The JSE also launched a Nasdaq clearing platform.

2 (4) Mauritius: Has diversified its economy from sugar and textiles to tourism and financial services. It leads the continent in pension assets under management of $4,331 per capita. It has also established a derivatives trading platform.

3 (3)Kenya: More detail on Kenya’s ranking and investor initiatives here.

4 (6) Namibia: Bank Windhoek issued a green bond in the year. One concern is that the country lacks sufficient financial markets experts.

5 (2) Botswana: The country’s exchange has large market capitalization, but this is mostly due to dual-listed mining companies that have low trading volumes. They also formed a financial stability council to coordinate different regulators and plan to launch a mobile phone bond product like Kenya’s M-Akiba.

6 (5) Nigeria: Showed big improvement as they have liberalized their exchange rate and built up reserves. Pension funds were freed up to invest in infrastructure, bond, and Sukuk funds.

7 (15) Tanzania: Created a tax ombudsman and also repealed an amendment that had made it illegal to publish statistics that were not approved by the Government.

8 (8) Zambia: Improved budget reporting. But reserves dropped due to high interest payments on external debt as mining production has declined.

9 (11) Rwanda: Share of exports grew, and an agreement was reached with the IMF to accelerate urbanization and financial markets.

10 (10) Uganda: Market trading activity dropped from $25 million to  $11 million and one of the largest stockbrokers opted not to renew their operating license.

Others were:

11 (16) Egypt: Topped the pillar of macro-economic opportunity due to export gains and declines in non-performing loans. Moody’s also upgraded their banking system ratings.

12 (9) Morocco: Now publishes monetary policy announcements and data releases. Has an active financial market but limited availability of financial products. It plans to launch an agricultural commodities exchange.

13 (7) Ghana: Is seeking to cap foreign holdings of government debt. The Bank of Ghana merged small banks and revoked licenses of others that did not meet minimum capital requirements.

16 (13) Ivory Coast: Enabled more-accessible budget reporting and plans to launch an agricultural commodities exchange for 2020.

20 (20) Ethiopia: Announced plans to launch a stock exchange for 2020, with aims to have significant privatization events including the listing of telecommunication companies. Local banks are also adopting international financial reporting standards. But the requirement that their pension funds can only invest in government securities is considered an impediment.

Also on the index are Seychelles (ranked 14), Mozambique (15), Angola (17), Senegal (18) and Cameroon (19). The 2019 AFM Index report was produced by the Absa Bank Group and the Official Monetary and Financial Institutions Forum (OMFIF) and it can be downloaded here.

Kenya remains the third most attractive financial market in Africa

The third edition of the Africa Financial Markets Index report that was released in October 2019, found that Kenya had retained its third position thanks to industry efforts to improve opportunities for investors.

The AFM index by the Absa Bank Group and the Official Monetary and Financial Institutions Forum (OMFIF) is a useful tool designed to gauge Africa’s readiness to fund itself and its growth plans. It reviews 20 African countries across six pillars of market depth, access to foreign exchange, market transparency, tax & regulatory environment, the capacity of local investors and macroeconomic opportunity and the legality & enforceability financial agreements.

Overall, South Africa remained in first place, topping four of the six pillars, while Mauritius topped the legal agreements measure and Egypt topped the macro-economic opportunity one.

Speaking on trends across Africa observed in the 2019 AFM Index, Jeff Gable, the Head Of Research at the Absa Group, said there were several exciting financial markets events across the continent this year. These included the first-ever sovereign blue bond by Seychelles to support marine projects, Nigeria selling a 30-year government bond that was four times over-subscribed, Uganda halving the withholding tax on government bonds from 20% to 10%, Zambia launching a primary dealer system and Ethiopia announcing plans to launch a stock exchange in 2020.

On the AFM Index 2019, Kenya, along with Botswana and Namibia, increased to above 50 in the first pillar of market depth. The value of bonds listed in Nairobi doubled from $8.8 billion to $17.5 billion, mostly due to sovereign issues. However there remained a need to have more active trading of bonds and equities, and Kenya has rolled out an M-Akiba infrastructure bond targeted at retail investors that they can access for just over $30.

Kenya came second behind Mauritius on the pillar of enforceability of market agreements. It also scored well for its new insolvency law which encourages rehabilitation of distressed firms, and its endorsement of standard financial master agreements (ISDA GMRA, GMSLA).

However, it lost the lead on the foreign exchange pillar to South Africa. While the country has built up high foreign exchange reserves, up from 4 months to 5.8 months of import cover, the International Monetary Fund (IMF) had reclassified Kenya’s exchange rate regime from ‘floating’ to ‘other managed arrangement.’  The AFM Index has continued to highlight the risk of rigid management of foreign exchange by some African countries and pushed for more flexible regimes.

On the third pillar of market transparency, Kenya’s tax code was found to be supportive, but the country had raised taxation on mobile cash transactions creating some uncertainty. There has also been some recent progress as, in the last few weeks, capital markets stakeholders have convinced the Government to retain the country’s capital gains tax at 5%, and set aside an amendment in the 2019 Finance Bill that had proposed to change it to 12.5%.

The country was also flagged for its capping of interest rates which had shrunk credit availability and weakened companies profitability.

Kenya’s Treasury Cabinet Secretary, Ukur Yatani, in a speech read on his behalf at a Nairobi launch of the report, spoke of the need for Kenyans to save and invest to fund economic growth. Even with the country attaining formal financial inclusion of 82%, up from 26% in 2006, more could be achieved through financial markets.

He said that the country had established a Nairobi International Financial Centre authority to attract capital to Kenya and with the movable property security rights in place, the government was now supporting the setup a Kenya Mortgage Refinance Company that would make it easier for banks to advance funding towards affordable home ownership.

He noted that President Kenyatta had declined to assent to the Finance Bill until Parliament reviewed the cap on interest rates which, evidence showed, had resulted in a negative impact on the economy. Kenya was one of the few countries on the index which saw bank non-performing loans go up, from 10 to 11.7%, last year. He hoped that Members of Parliament would now view the President’s determination as an opportunity to give a stimulus to the economy.

Jeremy Awori, CEO of Barclays Bank of Kenya said that the country had ranked favourably, rising from 5th, when the first AFM Index report was published in 2017, to 3rd in 2018, a position it retained this year. This was due to efforts by industry stakeholders and regulators who had also worked with the Capital Markets Authority to launch a 10-year master plan for the industry. He added that, after Kenya had come up with new regulations for exchange-traded funds, Barclays Kenya had launched the first ETF in the region – New Gold which had performed well since its introduction.

He said that, as Barclays transitions into the Absa brand in Kenya and across Africa, customers will not feel any change in products or services and that they were working to upgrade systems to ensure they remain accessible from anywhere in the world. He added that strong domestic financial markets were a cushion to economic headwinds and that Barclays would soon launch a new wealth and asset offering in Kenya.

Charles Muchene, Chairman of Barclays Bank of Kenya, saluted Paul Muthaura, the outgoing CEO of the Capital Markets Authority, who has led the organization to be recognized as the most innovative capital markets regulator in Africa for four years in a row.  He said that a new ATS platform,  introduced at the Nairobi Securities Exchanges, had broadened the capacity of traders, enabling them to do multiple transactions on the same day, while also supporting securities lending and derivatives trading.

Later, in speaking about the capacity of local investors, the CMA CEO spoke of the need to educate, and shift, more retail investors towards long-term gains from managed funds. This would cushion them from the tendency to speculate on quick returns from land, gambling, and pyramid schemes.

Geoffrey Odundo, CEO of Nairobi Securities Exchange, said they had held some positive engagements with the National Treasury to get more big government listings to the NSE. He also said that they now have an Ibuka program to nurture small companies to be more attractive for investments, adding that this was part of a plan to increase its equities turnover from 6% of the total market to 15% in a few years. The NSE now had 12 asset classes including equity and index futures launched earlier this year and had been voted the second most innovative exchange in Africa.

The 2019 AFM Index report can be downloaded here along with a databank summary of the different country rankings under each of the six pillars.

Rethinking tax incentives in Kenya’s investment promotion efforts

A recent court ruling declaring the Kenya-Mauritius Double Taxation Avoidance Agreement (DTAA) void has sent Kenya back to the negotiating table with Mauritius. The court’s judgment is based on the fact that the DTAA was not properly ratified under Kenyan law. Kenya’s government argues that the treaty promotes investment and jobs; however, critics such as the Tax Justice Network Africa (TJNA), which filed this suit, argue that DTAAs rarely lead to any benefits for developing countries. TJNA argues that instead, they result in massive revenue leakage for African countries which outweighs incoming foreign direct investment (FDI).

Should countries, therefore, abandon the use of DTAAs? The answer more than likely lies in the middle: to bring real benefits to the economy and promote local market potential, countries should balance between the use DTAAs and other tax incentives such as special economic zones (SEZs).

Kenya’s DTAA with Mauritius was signed in 2014 with the hope of boosting foreign direct investment, but the benefits of the agreement were poorly defined from the outset. Similar to any policy, DTAAs must be rooted in clear and measurable objectives supported by equally clear policy levers to ensure that revenue generated from the resident country is not leaked through tax avoidance schemes like profit-shifting. Studies show that DTAAs signed between countries with asymmetric investment positions are less likely to lead to any benefits for developing countries. In the Netherlands, for example, DTAAs led to forgone revenue of at least USD 863 million for developing countries in 2011.

Given Kenya’s current budget deficit of USD 3.75 billion, it is critical that efforts to attract FDI such as DTAAs do not cannibalise local efforts to improve tax revenue. Numerous studies show that countries rarely achieve substantive FDI levels to make up for the revenue losses these DTAAs cause. The failed Kenya-Mauritius DTAA is not the first time a tax agreement with the island nation has been subject to controversy: in 2017, India reviewed its DTAA with Mauritius after reports showed that it had opened room for tax avoidance resulting in revenue leakage of about USD 600 million annually. In 2016 alone, Mauritian firms injected more than USD 50 million into the Kenyan economy, a 72 percent increase from 5 years prior. If the Dutch and Indian examples are any indication, Kenya could be losing far more. Lost corporate revenue is income that Kenya urgently needs to meet its development objectives. A shift to other tax incentives whose impact is more ascertainable may be more effective for many developing countries.

If the goal of DTAAs is to increase foreign investment in Kenya, they must be considered in conjunction with the broader ecosystem of policy instruments that can be used to increase tax revenues to achieve Kenya’s four priority pillars for economic growth. The government hopes to raise the manufacturing sector’s share of the GDP from 9% to 15%, and create 1.3 million jobs in this sector by 2022. To achieve this, governments should explore specific tax incentives that can provide direct benefits to these areas, such as special economic zones, which aim to maximise the “cluster effects” of activities through knowledge and supply chain integration, centralised access to critical infrastructure like roads and electricity, as well as enhanced support from local government.

Kenya, in making strides to use other tax incentives such as Special Economic Zones, should borrow lessons from its neighbours on reaping full benefits from SEZs. Rwanda, for example, has successfully leveraged SEZs to promote growth. In 2016, the Kigali Special Economic Zone (KSEZ) employed 2% of the country’s permanent employees, and accounted for 2.5% of all VAT reported sales. In Kenya, the government has already designated Mombasa, Kisumu, and Lamu as the future SEZs but to maximise their impact and avoid the development of enclaves, it is essential that firms in these SEZs interact with firms outside the zones and that the government ensures knowledge and best practices developed are shared across the economy.

Tax incentives alone will never be the sole factor attracting investors — to increase FDI, Kenya must continue to demonstrate strong market potential by providing business support and trade facilitation services. KPMG finds that Kenyan products are among the top four countries in Africa that score above the global average in terms of competitiveness on the international market; however, it still takes an average of 22 days to start a business — compared to 6.5 days in Egypt and 14 in Ghana — and poor availability of market data can complicate efforts at local expansion. To improve the country’s competitiveness, the Kenya Investment Authority should improve the availability of data for investors by working more closely with the Kenya Bureau of Statistics. Reducing business costs, for example, by bringing down the cost of imports for required goods or improving data quality to support manufacturing and value-added services will always outweigh lowering taxes.

The DTAA ruling prompts a careful re-examination of how to increase FDI without incurring unintended knock-on effects like tax avoidance. To do this, Kenya must enhance its capacity when negotiating bilateral agreements, and enact policies to support proper implementation of these agreements. In its use of tax incentives, it is critical that the scales are always tipped in Kenya’s favour. The impact of each incentive employed must be clear and measurable to ascertain that its benefits outweigh any associated costs.

A guest post by Bathsheba Asati and Faith Nyabuto of the Botho Emerging Markets Group. 

See also: The Kenyan Guide to Mauritius for business travelers.

EDIT: In July 2020, Kenya and Mauritius entered a new five-year agreement for the avoidance of double-taxation and to prevent fiscal evasion of income taxes. It also binds the two nations to exchange information and to assist each other in collecting taxes due.