Category Archives: NSE investments

New unquoted board for company listings at Nairobi

The Nairobi Securities Exchange (NSE) has launched a new push to increase the number of listed companies. Rather than wait for companies to get ready for listing, they had set out to seek and groom companies under the Ibuka program and have now launched an unquoted securities platform (USP) to woo more companies.  

At an event organized by the Bob Collymore Foundation to connect small and medium businesses seeking capital with potential investors, NSE CEO Geoffrey Odundo said there are 498 private equity funds in Africa with 238 are active in Kenya where there was Kshs 2 trillion available to invest in well-run businesses. He said the new NSE programs are designed at improving the transparency, governance, and chances of business survival after a founder hands off, not just raising capital.  

The USP is an information and infrastructure solution to promote the issuing and trading securities by unquoted companies who can list corporate bonds, ordinary or preference shares, REIT’s, private offers, rights issues and secondary listings of any amount. It targets the many companies whose shares trade over-the-counter (OTC), but whose owners are seeking liquidity, clearer valuations and maybe later to raise capital.

Companies can apply by sending a prospectus to the CMA and NSE, one year of audited accounts, board resolution, incorporation documents and a fee of Kshs 5,000. It takes 21 days for a decision to be made if all documents are sent and the cost of listing is 0.03% of the value of the securities.

The NSE’s USP board has two listings, both from Acorn Holdings. As part of the conclusion of its green bond program, Acorn has transferred the student accommodations it is building into an Acorn D-REIT (real estate development trust), and once they are complete, they will be sold to an Acorn I-REIT (income real estate investment trust) that will manage the properties. A few weeks ago, on July 9, the USP board had its first trades as one million shares of Acorn worth Kshs 20 million (Kshs 6M of the D-REIT, and Kshs 14M of the I-REIT) were traded.

Private Equity investment guide for East Africa

This week in Nairobi saw the launch by  EAVCA, FSD Africa and IFC Africa of a new private equity (PE) investment guide for East Africa.

The PE investing guide is a tool to enable pension funds across East Africa to assess and invest in private equity assets by raising knowledge among pension fund managers who are primarily invested in stocks and bonds.

It is a simple guide that can be read in just thirty minutes to gain an understanding of private equity assets. It has a checklist of useful information to look for before investing in PE, and after to manage portfolios, and roles for general and limited partners.

Also, EAVCA released a market report on the current status of private equity investments in the region following a survey of pension schemes and PE general partners. It found that, while five Eastern African countries have generous provisions for pension funds to invest in private equity, led by Rwanda at 20%, Uganda at 15% and Kenya at 10%, the uptake has been low with Uganda attaining 2.2% investments in PE funds followed by Kenya at 0.08%.

Nzomo Mutuku of Kenya’s Retirement Benefits Authority (RBA), who officiated the launch,  said that while pushed for pension schemes to diversify and explore alternative investments to grow returns for members, many still had huge investments in one company (i.e Safaricom) and stocks and bonds of banks in which they held their deposit funds. (Later it came up the concentration in a few NSE stocks is not unusual among sub-Saharan markets- Nigeria’s largest firm commands 35% of the market while in Ghana, the top three firms have an 80% share).

Other Insights from the Q & A after the launch:

• Excluding South Africa, there is about $100 billion of funds held by pension and insurance funds and collective investment schemes (CIS). Of that East Africa, has about $30 billion with  Kenya at $20 billion.

• The IFC has been in private equity for over 20 years and is invested in 300 funds globally, with 50 of them active in this region.

• One pension manager cited their investments in I&M bank before it listed at the NSE, UAP, and invested in an energy IPP that gave attractive returns of 13% on a Euro investment.

• Another mentioned that they had participated in 40 bonds offers in 17 African countries with decent returns and no defaults.

• Speakers cautioned about Kenya’s move to raise the capital gains tax on private equity from 5% to 12%, a move that the country’s parliament has since set aside thanks to concerted lobbying.

The teams will next move to market the assets class to trustees in Botswana and Nigeria.

Kenya launches futures derivatives markets

The Nairobi Securities Exchange (NSE) has gone live with NEXT – futures derivatives trading in a move to enhance risk management and becoming the second exchange in Africa to offer exchange-traded derivatives.

The NSE will offer two types of derivatives; equity single stock futures (SSF) starting with shares of five listed firms that met specific criteria such as high daily trading volumes (British American Tobacco, East Africa Breweries, Equity Group Holdings, Kenya Commercial Bank Group, and Safaricom Plc) as well as an NSE 25 Share Index futures (EIF) that provides investors with a benchmark to track the performance of the Kenyan securities market. The introduction of NEXT futures will also increase trading activity and liquidity at the NSE as investors will have the potential for greater returns, even when share prices are going down (short selling), as they only have to put up a small amount of money as leverage.

This comes after a successful six-month pilot test in which end-to-end derivative transactions were done in a live environment, and which tested the capabilities of market players. Kenya’s Capital Markets Authority (CMA) then granted approval in May 2019 for the NSE to launch and operate the derivatives exchange market.

The CMA has also licensed several entities to undertake derivative services.  The stockbrokers that will offer derivatives futures to investors from today will be African Alliance Securities, AIB Capital, Apex Africa Capital, CBA Capital, Dyer & Blair Investment Bank, Faida Investment Bank, Genghis Capital, Kestrel Capital,  Kingdom Securities, NIC Securities, SBG Securities, Standard Investment Bank and Sterling Capital. Also, two banks, Stanbic and Cooperative, will provide clearing and settlement services, collecting margins and generating data and reports on futures trading activities.

The launch of NEXT derivatives trading comes after a series of other innovations at the NSE including the introductions of the M-Akiba mobile phone bond, Real Estate Investment Trusts (REIT’s), asset-backed securities and exchange traded funds (ETF’s). If the uptake and performance of stock futures are successful, next at the NSE will be currency derivatives and interest rate derivatives.

EDIT November 2019: The Capital Market Soundness Report- Q3. 2019 from the CMA showed that 349 contracts were traded between 4th July 2019 and 30th September 2019.

Of these, the market traded 248 Safaricom contracts representing a turnover of KES 6.9 million; banking contracts came in second with 58 KCB Group contracts traded at a total turnover of KES 2.3 million; and 26 Equity Bank contracts traded at KES 1.0 million. The NSE 25-Share index contract traded 12 contracts at a total turnover of 2.6M.

BK Group – Bank Kigali Rights Issue and Nairobi Listing

BK Group, the holding company for Bank of Kigali, which is the leading financial institution in Rwanda, has launched a rights issue that will end with it cross-listing its shares on the Nairobi Securities Exchange (NSE).

BK Group is floating 222.22 million new shares at Rwf 270 with a target to raise Rwf 60 billion (~$70 million or Kshs 7 billion) through a rights issue in which current shareholders are eligible to buy one new share for every three they own. All the funds will go to shore up the capital of the BK Group bank and its subsidiaries. Also, 7.2 million new shares will be allocated to an employee share ownership plan (ESOP) for eligible director and employees.

Incorporated in 1966, the bank ended 2017 with assets of Rwf 727 billion (~$830 million or Kshs 84 billion) and pretax profit of Rwf 34 billion. Its subsidiaries include an internet company (TecHouse), registrar, nominee, securities, and general insurance company. It has 79 branches and 2 million customers. It has an estimated 32% share of the Rwanda bank market, ahead of BPR 13%, Cogebanque 10%, Equity 8%, KCB 7%, Ecobank 6%, and a 4% share of assets each for both GT Bank and Access. 

In 2011, the Government had offloaded 25% of its shareholding to the public as the bank listed on the Rwanda Stock Exchange. It is still the major shareholder through two organizations, the Rwanda Social Security Board (RSSB) and Agaciro Development Fund with 32.4% and 29.4% respectively. Others are the Rock Creek Group Dunross and Co Aktiebolag, Kamau Robert Wachira, RWC Frontier Markets Equity Master Fund, Frontaura Global Frontier Fund, and The Vanderbilt University – T133. After the rights issue, the top two shareholders will have 30% and 22.1% respectively with the ESOP having 0.8%. The government is not taking part but RSSB will partially participate to ensure their shareholding remains at 30% while other shareholders who don’t participate will be diluted by 25%.

The rights issue is from October 28 to November 9. It will be followed by a rump issue that will be from November 12 to 16 November in which shares not taken up in the rights issue will be offered to through a private placement to qualified institutional investors at Nairobi’s NSE.  Results will be announced a week after and the new shares admitted on the Rwanda Stock Exchange, with a cross-listing on the Nairobi Securities Exchange, on November 30. 

The target is 70% success with the 155.56 million being taken up worth Rwf 42 billion. In the event of an over-subscription, the rights issue has no green-shoe option and refunds will be done. In a statement released today, Kenya’s Capital markets Authority confirmed approval of the listing at Nairobi with an estimate that 40% of the funds will be raised through the rump issue. 

BK Group advisors are Renaissance Capital (Rwanda) as the lead transaction advisor, BK Capital – sponsoring broker and registrars, Trust Law Chambers as legal advisors, PricewaterhouseCoopers as reporting accountants, Bank of Kigali is the receiving bank and Hope Holdings are the PR & Marketing Advisors. The rights issue will cost Rwf 1.72 billion comprising Rwf 526 million transaction advisor fees and Rwf 900 million as placement commission (1.5% payment to authorized agents who are BK Capital, CDH Capital, SBG Securities, Faida Securities,  Baraka Capital, Core Securities, African Alliance Rwanda and MBEA Brokerage). Other fees are Rwf 90 million to the RSE, 39 million legal advisory and Rwf 22 million each for reporting accountants, receiving bank, sponsoring stockbroker and also for media and advertising.

$1 = Rwf  873, 1 Kshs = Rwf  8.58

EDIT Nov 23 results : Rights issue announced uptake was 43% with 104 million of the offered 222 million shares subscribed for, raising ~$31 million. And following the rump offer, by institutional investors, who oversubscribed for the shares and took up took up 136 million shares for ~$41 million, the total issue performance has been recorded at 107% and the new shares will list on Nairobi and Kigali exchanges on November 30. 

ARM Cement goes into Insolvency

The appointment last Friday of joint administrators for ARM Cement was a surprise for the shareholders of the cement company that is listed on the NSE. But by ARM going into insolvency, this will give the company an opportunity to continue operations while organizing its debt position.

ARM Cement had loans with Stanbic Bank Kenya, African Finance Corporation and overdrafts with  Barclays, Stanbic, Guaranty Trust and UBA banks. Maweni, its Tanzanian subsidiary, had loans with Eastern and Southern African Trade and Development Bank (PTA Bank), and Development Bank of South Africa and overdrafts with Stanbic and Standard Bank (Mauritius). The financial statements for the year prior to the ARM insolvency noted that the company was not in compliance with financial covenants  with AFC, Stanbic, and Aureos

The ARM Insolvency move comes two years after Britain’s CDC invested in the company and became its largest shareholder, while earlier this year the company insisted a process to sell its non-cement businesses to further reduce its debt position.

But the moves appear to have not been completely successful and there have been a raft of board changes this year that has seen the exit of Pradeep Paunrana the company CEO and founding family representative and other longtime directors of the company and the arrival  last week of Linus Gitahi (former CEO of the Nation Media Group), as the new Chairman alongside other directors from CDC . The ARM insolvency move apparently has the support of CDC.

EDIT August 19: Official  Statement: ARM CEMENT PLC (In Administration) 9 TH FLOOR, THE WESTWOOD, RING ROAD, WESTLANDS P.O. BOX 41908 – 00100 NAIROBI, KENYA

To all shareholders and Stakeholders,
ARM CEMENT PLC (IN ADMINISTRATION) -PRESS RELEASE. _____________________________________________
As the Board, we acknowledge that on 17 August 2018, ARM Cement PLC was placed under administration following an application by the secured lenders. The running of the Company has now been placed in the hands of PwC’s Muniu Thoithi and George Weru, who have been named the Joint Administrators of ARM Cement Plc.

According to the Kenyan Insolvency Act, Administration is a proceeding intended to maintain the company as a going concern. The powers of the Board transfer to the Administrator who owes its duties to the company, and to the court. This is in contrast with receivership, where the Administrator owes duty to creditors.

We support any orderly process that secures the long-term viability of the company and the future of employees, suppliers and other stakeholders and shall lend our support where called upon to ensure that this goal is realized.

By Order of the Board
LINUS GITAHI (Kenyan), PRADEEP H PAUNRANA (Kenyan), JOHN NGUMI (Kenyan), ROHIT ANAND (British) KONSTANTIN MAKAROV (American), SOFIA BIANCHI (Italian),ALIYA SHARIFF (Canadian),THIERRY METRO (French).
TEL: +254 202 692 978 (PILOT LINE) + 254 202 667 675/6 MOB: + 254 733 636 456 EMAIL: INFO@ARMCEMENT.COM WEBSITE: WWW.ARMCEMENT.COM

EDIT May 21 2019: The Joint Administrators of ARM Cement PLC, George Weru and Muniu Thoithi of PricewaterhouseCoopers announced that National Cement Company had signed an agreement for the acquisition of all cement and non-cement assets and business of ARM Cement PLC in Kenya as a going concern for a purchase price of USD 50M (~Kshs 5 billion). National Cement, a cement manufacturer and distributor under the “Simba Cement” brand, is a subsidiary of the Devki Group.

Absa Bank, through Barclays Financial Services and Barclays Kenya, acted as financial advisers to the Company, while Walker Kontos acted as legal advisers to the Administrators and Bowmans (Coulson Harney LLP) acted as legal advisers to National Cement.