Category Archives: Base Titanium

M&A Moment: March 2018

Various merger/acquisition (M&A) deals in the last few weeks and months in East Africa since the last update.

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

Centum Investments is selling its shareholding in GenAfrica Asset Managers to Kuramo Capital LLC, an independent investment management firm based in New York City with offices in Nairobi and Lagos, and registered as an investment advisor by the Securities and Exchange Commission (“SEC”).

Centum sold 25% of Platcorp Holdings to  Suzerian Investments a consortium of the Platcorp management team (platinum credit and premier credit) which provides emergency loans to individuals in  Kenya Uganda Tanzania while Premier offers working capital loans to companies – at a 31% return.

AfricInvest, a leading pan-African mid-cap-focused private equity firm invested in Britam Holdings Plc (Britam),  taking up a 14.3% stake. The investment was made in partnership with DEG-Deutsche Investitions- und Entwicklungsgesellschaft mbH (DEG), The Dutch Development Bank FMO, and Proparco, a subsidiary of Agence Française de Développement (AFD), focused on private sector development.

Hamilton Harrison & Mathews Advocates (HH&M), one of Kenya’s oldest and largest law firm has agreed to combine with Dentons, the world’s largest law firm. Upon regulatory approval, HH&M will become part of Dentons, which is combining with seven elite firms in Africa, the Caribbean and South-East Asia.

The Competition Authority of Kenya has authorized the proposed acquisition of control in AON Kenya Insurance Brokers by Extologix Proprietary through Heartland Holdings.

BitPesa, the first and largest blockchain payments platform for Africa and Europe, announced their acquisition of TransferZero, an international, online money transfer platform that specializes in sending money to consumers and companies in 200 countries using over 50 different currencies.

Mastercard has completed its acquisition of mobile payments technology company Oltio from Standard Bank Group. The acquisition builds on Mastercard’s longstanding relationship with Oltio’s technology enables consumers to authenticate Masterpass digital wallet purchases in South Africa using their bank PIN and mobile phone.

DEG – Deutsche Investitions- und Entwicklungsgesellschaft mbH, is investing EUR 4 million in M-BIRR, a cashless money transfer and payment service in Ethiopia to improved access to banking services in Ethiopia on a wide scale. Other investors include the European Investment Bank (EIB). The Finnish development finance company Finnfund has been a shareholder in M-BIRR since as early as 2012 which is inspired by the success story of the Kenyan provider M-PESA.

The Competition Authority authorized the proposed acquisition of 100% of the issued share capital of Youjay’s Insurance Brokers by I & M Insurance Agency.  I&M Bank, through its subsidiary, I&M Insurance Agency, has completed the acquisition of Youjays Insurance Brokers. Founded in 1987, Youjays deals in life and non-life products and has 400 customers and has an insurance premium portfolio of Kshs 400 million.

Customers of Chase Bank were given an update by the Central Bank (CBK) and the Kenya Deposit Insurance Corporation (KDIC) on the ongoing takeover of selected assets and liabilities of their  bank by State Bank of Mauritius (SBM).

Food & Beverage M&A

A South-African based private equity fund has invested Sh404 million ($4 million) to acquire an undisclosed stake in Kenyan fast food chain Big Square. Uqalo says its investment will expand its footprint from the current nine stores to 30 over the next four years. Uqalo, which targets investments located in Kenya, Ethiopia and Nigeria, is primarily funded by Hong Kong-based supply chain and logistics conglomerate Fung Group and its strategy is to acquire minority stakes by investing between Sh202m and Sh506m ($2m and $5m) in “mature businesses” through equity or convertible debt (via Business Daily).

The Competition Authority approved the proposed acquisition of 100% shareholding in Nairobi Java House Ltd by Star Foods Holdings.

Wow Beverages has made an application to enter into exclusive import arrangements with specified international and local manufacturers and suppliers of ‘premium’ wines and spirits in Kenya – from Gallo Vineyards Inc. trading as E&J Gallow Winery Europe, Vina San Pedro Tarapasca S.A, Felix Solis Avantis S.A, Afrique Interlink (PTY), Interlink (PTY) Limited, Edrington Group Limited and Tradall S.A (Bacardi-Martini Group).

Seaboard has made a low offer to buy out other minority shareholders of Unga.

The Kenya Tea Development Agency (KTDA) Chebut factory is set to take over management of 260 acres of mature tea owned by the Nandi county government after the conclusion of ongoing negotiations.

Kenyan billionaire David Langat has acquired one of the largest tea farms in Tanzania in a deal that puts his company as one of the single largest tea producers in East Africa. Langat is thought to have paid a British firm, Rift Valley Corporation, close to Sh6 billion ($60 million) for a controlling stake, 99 per cent, in Mufindi Tea and Coffee Limited, Rift Valley Tea Solutions Limited and Kibena Tea Limited. The businessman owns Koisagat Tea Estate in Nandi and Kapchepet tea factory that processes CTC tea for export under his company D L Koisagat. He also runs Selenkei Investments Ltd, a company that generates electricity from solar energy plus the imposing Nyali Centre in Mombasa County as well as the Sunrise Resort in the same county.

Carnivore owner Tamarind acquires Kengeles: The Competition Authority has approved the deal with a notice that “The merger will not affect competition negatively; and the combined turnover of the parties for the preceding year, 2016, was Sh1,224,757,242. However, the target had a turnover of Sh94,067,983, which is less than Sh100 million, and therefore, the transaction meets the threshold for exclusion under the Merger Threshold Guidelines” (via the Business Daily).

Logistics, Engineering, & Agri-Biz M&A

Ascent Rift Valley Fund (ARVF), a leading SME Private Equity Fund investor will acquire a majority stake in Auto Springs East Africa, a Limuru-based factory that produces a wide range of products for the motor assembly and vehicle spare parts industry. It will be done in a partnership deal with SFC Finance.

Sendy, an app-based on-demand delivery services platform operating across Kenya, has completed a Series A investment round, led by DOB Equity. DOB Equity will invest alongside CFAO, member of the Toyota Group, and other private investors. DOB Equity says that the new funds will enable Sendy to increase their platforms’ service offering. This includes adding more delivery vehicles to their platform, increasing their coverage area, expanding the sales and technology team, and preparing for future expansion into neighboring countries in East Africa.

The owners of flower farm Karuturi Limited have secured an investor to inject fund into their business as they fight to save their priced asset from being auctioned by CfC Stanbic over Sh1.8 billion loan default. The firm in a statement said that it has reached an agreement with Phoenix Group for a ‘blend of debt and equity’ which will help it to meet its current debt obligations and restart its operations (Via Business Daily)

Ethiopia acquires 19% in Berbera Port becoming a strategic shareholder; UAE’s DP World has 51% while Somaliland gets 30% following the agreement being signed.

Trading on Express Kenya shares has resumed at the Nairobi Securities Exchange (NSE) after a three-month suspension following a takeover bid by the firm’s CEO Hector Diniz. Diniz Holdings, an investment firm, has bid to acquire the 38.36% stake held by other shareholders other than its affiliates for Sh5.50 a share. (Via Business Daily).

The Competition Authority authorized the proposed acquisition of the entire issued share capital of Trillvane Ltd by Kuehne+ Nagel limited.

The Competition Authority authorized the proposed acquisition of Carzan Flowers (Kenya) limited by Star Bright Holdings.

The Competition Authority authorized the proposed acquisition by Diamond (bc) b.v. of the Diversey Care division of Sealed Air Corporation (“sealed air”) and of Sealed Air’s food hygiene and cleaning business within its food care division.

The Competition Authority authorizes the proposed acquisition of 51% shareholding in Mavuno Fertilizers Limited by Omya (Schweiz) Ag.

Trans Miller Limited carrying on the business of food processing, packaging and distribution and other related agri-business activities, situate at L.R. No. 4953/1185, Thika, have been sold and transferred by the transferor to Tahuna Limited, who will carry on the said business of manufacturing under the name and style of Tahuna Limited.

Funguo Investments Limited has acquired a majority – 51% stake in Feastfoods Processors Limited, a food processing company that has been set up to manufacture fruit juice puree and concentrates in Kwale County (via Business Today)

The Competition Authority of Kenya excludes the proposed acquisition of 51% of the issued share capital of Ess Equipment Kenya Limited by Vronbisman Limited from the provisions of Part IV of the Act due to the following reasons as the acquirer does not operate in Kenya and the target’s turnover for the preceding year 2017 was KSh. 79,314,330 and therefore, meets the threshold for exclusion under the merger threshold guidelines.

Airline/ Oil/Energy/Mining M&A

Kenya Airways PLC, KLM Royal Dutch Airlines (KLM) and Societe Air France S.A (Air France) have made an application under section 25 (1) of the Act for the exemption of their proposed Agreement of Accession and Amendment to Joint Venture Agreement (proposed Amended JV) from the provisions of section• A of Part III of the Act. The application for exemption is for an indefinite period (as long as the amended N Agreement remains in force).1. The proposed Amended N agreement provides as follows —(a) the inclusion of Air France as a party to the Joint Venture Agreement (original JV agreement) between Kenya Airways and KU* and(b) that all references to KLM in the original JV be construed as a reference to both KLM and Air France.

There has been an ownership change at Safarilink as ALS Limited, one of the shareholders of the firm, sold its entire to Bridges Limited, a Ramco Group affiliate, and an existing shareholder. As a result of this private transaction, Captain Aslam Khan of ALS relinquished his position of chairman with Safarilink’s owners settling on Mr. Ngunze to steer the airline’s board (via Business Daily)

Ethiopian Airlines, the largest Aviation Group in Africa announced that it has finalized shareholders agreement with the Government of Zambia for the re-launch of Zambia Airways. The Government of Zambia will be the majority shareholder with 55% and Ethiopian will have 45% stakes in the airline – and this comes after another consolidation at Ethiopian.

Base Resources announced that it reached an agreement with World Titane Holdings whereby Base Resources will acquire an initial 85% interest in the wholly owned Mauritian subsidiaries of World Titane, which between them hold a 100% interest in the Toliara Sands Project in Madagascar. Base Resources will acquire the remaining 15% interest, with a further US$17 million payable on achievement of key milestones, as the project advances to mine development. The acquisition is to be funded by the A$100 million share offer currently underway, refer below for further details. Completion of the acquisition is expected to occur in late January 2018.

Investec Asset Management through its Africa Private Equity increased its investment in Mobisol with consortium partners the IFC and FMO. Mobisol, headquartered in Berlin deals with the energy demand from off-grid households and has operations in Kenya, Tanzania and Rwanda where it has sold 110,000 systems benefiting over 550,000 people.

Following Total SA’s commitment, the Government has consented to a proposed acquisition of the issued and to-be issued share capital of Maersk Oil Exploration International (Mogas Kenya) in respect of Blocks 10BA, 10BB and 13T. Earlier, Total had acquired Maersk Oil for $7.45 billion in a share and debt transaction.

Africa Finance Corporation and Harith General Partners (Aldwych Holdings) have merged their electricity generation assets into a new company – Anergi Holdings (includes Lake Turkana Wind Farm and Rabai Heavy Fuel plant in Kenya.

The Competition Authority approved the proposed acquisition of indirect control of Savannah Cement by Benson Sande Ndeta. 

The Competition Authority approved the proposed acquisition of Associated Vehicle Assemblers by Simba corporation. 

Real Estate & Supermarkets M&A

Actis has agreed to sell its 79.5% majority stake in Mentor Management Limited a Kenyan project management company, to Turner & Townsend, a global construction and management consultant. The management team of MML will retain its minority stake. Actis acquired a controlling stake in MML in 2011 (Via Business Daily).

Mr. Price franchised business carried on by Deacons (East Africa) PLC will be transferred on or after 1st April 2018 to MIRP Retail Kenya Limited  which will carry on the business.

Nakumatt Holdings and Tusker Mattresses have made an application under section 25 of the Act for the exemption of their proposed management services and loan Agreement for a period of three years.1. The terms of the agreement are that: Tuskys shall provide management services to Nakumatt including procurement and inventory management; Tuskys shall advance a loan to Nakumatt to provide it with emergency funding which shall be used to pay some of the outstanding amounts to employees and landlords; Tuskys shall provide recurring payment guarantees to the suppliers of the target to ensure the suppliers supply stocks to the following Nakumatt’s outlets: Village Market, Galleria, Ukay Center, Lavington, Prestige, Mega, Highridge, Karen Crossoads, Ridgeways, Lifestyle, Embakasi, Garden City.

After 40 years, Makini Schools are being old to Schole Ltd, who will acquire all shares of Makini, and who will work with ADvTECH to enhance the quality of education as Makini continues with the Kenyan curriculum.

Telecommunications, Media & Publishing M&A

Kwesé has acquired a significant stake in iflix Africa, which will now form part of Kwesé’s diverse broadcast offering, as the core vehicle to deliver seamless mobile experiences to millions of viewers in Africa. Having set up operations in Nigeria, Kenya, Ghana and South Africa, iflix offers users the region’s most extensive collection of highly acclaimed local African and international series and movies, including first-to-market exclusive programming. This, in partnership with Kwesé’s broadcast operations and footprint, will create an exceptional mobile offering for consumers on the continent.

TPG Growth, the middle market and growth equity investment platform of global alternative asset firm TPG, announced today that it has signed a definitive agreement to acquire a majority stake in TRACE, the market leader in afro-urban music and entertainment. The remaining stake will be owned by TRACE’s co-founder and management team. TPG Growth will invest alongside Evolution Media and Satya Capital. As part of the transaction, MTG, a leading international digital entertainment group that invested in TRACE in 2014, will sell its stake in the company.

International Paper and Board Supplies carrying on the business of trading in printing and packaging materials and consumables at L.R. No. 209/11066, will transfer all its business, stocks and assets to The Print Store who intends to carry on the business from the aforesaid premises.

The Competition Authority authorizes the proposed acquisition of the entire issued share capital of Alldean Networks limited, Simbanet com limited and Wananchi telecom limited by Synergy.

Pressmaster carrying on the business of trading in printing and packaging materials and consumables at L.R. No. 209/12156, will transfer all its business, stocks and assets to Pressmaster Africa Ltd.

The Competition Authority authorized the proposed acquisition of the assets and business of International Paper and Board Supplies Limited by the Print Stores Limited, on condition that the acquirer absorbs not less than 45 out of the current 78 employees in the target business.

The Competition Authority authorizes the proposed acquisition of the entire issued share capital of Pressmaster Africa Limited by Ramco Plexus.

Edit From Tanzania where businessman Ali Mufuruki is seeking to increase his stake in Wananchi Group,  incorporated in Tanzania from 1% to 51% by acquiring 50% of the company, according to this notice (PDF) to Tanzania’s Fair Competition Commission.

Edit American Tower Corporation (ATC) has reached an agreement to acquire 723 telecommunication towers held by Telkom Kenya for an undisclosed amount. The deal, which is expected to be completed in the first half of 2018, will give the multinational a presence in the country, nearly a decade after making its maiden foray into East Africa through similar acquisitions in neighbouring Uganda and Tanzania. Read more

Other M&A

The Competition Authority authorized the proposed acquisition of 40% of the ordinary shares in AAH (BVI) limited by Oman Trading International with certain veto rights.

Base Titanium – Kenya’s Flagship Mine

Base Titanium was recently made a Kenya Vision 2030 Flagship Project for the mining sector and continue to share updates as part of their commitment under the Extractive Industries Transparency Initiative (EITI).

For the financial year which ended in  June 2017, they had sales of $215 million, and a net profit of $21 million, compared to a loss of net loss of $20 million the year before. They reduced net debt by $76 million during the year, then reduced it further by $12 million to stand at $87 million at the end of the September 2017 quarter. Base Titanium are still owed $21 million in VAT tax refunds and all payments are still done to the national government though Kenya’s new mining law (currently in limbo) calls for separate payments to be made to the county government and the community. They are also still paying royalties at the rate of 2.5% while accruing another 2.5% in anticipation of the government changing this to 5%.

Base Titanium now moves into a second phase of production of the Kwale mineral sands project, investing $30 million in a more intense process of increased mining capacity, as they aim to maintain production of 450,000 of ilmenite, 88,000 tons of rutile and 33,000 tons of zircon a year even as they also target to retain their safety performance record which saw no lost time injuries in the last quarter. 

Base Titanium will also shift to a different field (South Dune) at Kwale in two years when the current field (Central Dune) is exhausted and which they have commenced rehabilitating the depleted areas with vegetation. 

They are also waiting to commence more exploration in Tanzania, in December, and in Kenya, in 2018. In Tanzania, where they hold 5 prospecting licenses, they await availability of drilling rigs while in Kenya they await completion of a report by a new mineral rights board for the Cabinet Secretary for Mining to approve further exploration in Kwale. 

Base Titanium has also spent $10 million ( – about Kshs 1 billion) on the community development projects. These include educational support that has seen 1,000 get scholarships in Kwale, while in agriculture, they are working with the national and the Kwale county government to assist over 900 local farmers and groups grow crops like potato, sorghum, and even cotton that is exported to Bangladesh for garment-making.

Visit to Base Titanium, Kwale

Last weekend, I took a trip to Mombasa and the Mineral Sands site that Base Resources is mining in Kwale County. Through Base Titanium, the firm has been keen to engage with media, in the complexities of the mining industry that has many components – legal, taxation, land, financing, community, procurement environmental, jobs, fairness/equity, value addition etc. To compound this, it is very capital-intensive with very long payback periods that are a challenge for most investors.

Base mountain

Base Titanium Tailings site

Parent Base Resources is a company that’s listed in Australia and the United Kingdom exchanges, and that requires that they share voluminous financial information with investors and the public periodically. The company has also signed up for the Extractive Industries Transparency Initiative (EITI) in which companies commit to sharing information to show their impact – and, to date, Base, has paid  $51 million to the Kenya government including $27 million in value-added taxes (VAT), $18 million in utilities, and $3 million in royalties.

Base have three sites within their 4,000-acre Kwale lease and turned over 9 million tons this year of earth, of which 8% was subjected to further extraction. This resulted in 751,000 tons, comprising three minerals products – 472,000 tons of ilmenite 472k tons, 71,000 tons of rutile, and 22,000 tons of zircon. The minerals are then trucked 30 kilometers to a $30 million dock they built in Likoni that faces the entrance to Kilindini harbour where they have a loader capable of getting 1,000 tons per hour onto a docked ship.

Base Likoni loader

Base ship loader at Likoni

Base has been challenged by the current Kenya Mining Cabinet Secretary (CS) on their impact in the country, and to which they have publicly responded to claims he’s made, mainly about their tax payments, investment and licensing.

The CS has also tried to raise their royalty rate from the 2.5% in their mining agreement to 10% of revenue, a figure which the firm terms as unrealistic given that even advanced mining markets like Australia peg it at 5%. Here in  Kenya, they have borne additional costs of investment like having to build their own infrastructure like roads, dam, electricity lines and, dock.

Base mkurumudzi dam

Mukurumudzi Dam

The increase in mining royalty is one that has made Kenya rather unfavourable for mining investors at a time when global prices for all commodities have dropped. There is also a Mining Bill that’s almost been completed after a prolonged session between both houses of Kenya’s parliament. The bill sets out a path for investing in the mining sector. Base is happy with the bill but concerned about some clauses such as a requirement to list in 3 years at the Nairobi Securities Exchange and a requirement that old depreciated mining equipment be transferred to counties. The uncertainty about Kenya as a mining investment destination has been reflected in the latest Fraser Report which saw the country drastically near the bottom of Africa and the world rankings.

Their main counter to the Minister’s charge is that the impact of mining to the economy in Kenya is much greater than that of the mining royalty, and if the government tries to extract too much revenue, they will lose investments – and indeed that exploration activities have severely reduced now.

Base central fieldThey try to employ as many locals from the mining area, then Kwale (60% of residents are from the county), and the greater Mombasa, and then the rest of Kenya. They commissioned a study that found that the 600 site jobs had a multiplier effect through support industries for a total of 3,200 jobs. During construction when they spent Ksh 26 billion, of which 1/3 went to Kenyan companies and that Kshs 3.2 billion goes to Kenyan suppliers every year. Some of the large suppliers include Kenya Power ($9 million a year) and Multiple Hauliers who competitively won an international tender to truck the base products to the Likoni dock.

Base Likoni truck

Base storage at Likoni

Base, who pay royalties of Kshs 240 million now account for between 1/2 and 2/3 of Kenya mining sector of royalty revenue and have enabled mining to overtake coffee as 4th largest export. The 444,000 tons of minerals sold earned Kshs 12.3 billion in sales. In addition, the $60 million worth of infrastructure the company has invested will remain here after a mining lease in exhausted.

Base borehole

Base community borehole at a school

The company has also undertaken dozens of projects in the community area of the mine. These include agricultural projects to get commercial farming going, vehicles, rehabilitation of schools, water projects and construction of health facilities to meet the needs of area residents.

It was an interesting visit and it was nice to see that the company has largely accomplished what it set out to do when it took over a project that had stalled for many years. The global market for oil, goal, and commodities has also declined sharply since they started, mainly driven by slowing demand from China and that has not altered their plans.

Base ad

Base newspaper advertisement

For now, here are few Kenyan shareholders in the foreign-listed company as mining is still not considered a prime investment, compared to real estate where local insurance and pensions companies can easily double their money in a few years. Still, Base continues to engage with these large investors with a view to building up a local shareholding.

Kenya has ambitious plans for the oil, mining and extractives sector as seen in the mining bill that should soon become law (but which does not include oil).  Base is internationally viable with its pricing structure and it may attract similar investors and projects to Kenya.