Category Archives: REIT

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.

KPMG on Kenya Taxes in 2021

KPMG East Africa has a summary of some tax proposals in the Finance Bill that will be used to plug the country’s ambitious Kshs 3.6 trillion 2021/22 budget.

Here are some excerpts

For investors

  • Depositories are to enhance the identity of investors i.e buyers and sellers of securities.
  • Creation of post-retirement medical funds in retirement benefits schemes.
  • Clarifies the definition of an infrastructure bond.
  • A capital markets tribunal shall deal with matters before it within 90 days.
  • Moving from 16% to exempt after July 1, 2021, are the transfer of assets into real estate investment trust (REIT’s) and asset-backed securities.

Competition

  • Opens up reinsurance to players other than Kenya Re to certify reinsurance contracts.
  • Opens the door to private electricity companies; no longer required to offer their supply to the national grid and they are eligible for investment deductions. Also, if government licenses them, they can compete with KPLC.

Prosecutions

  • Tax cases will not stop where there is an ongoing criminal or civil case.
  • Abolishes the amnesty on rental income tax before 2013 (which had since expired).
  • Rewards for informing on tax dodgers; The Kenya Revenue Authority (KRA) can reward up to Kshs 500,000 (up from 100,000) for information and up to 5% or Kshs 5 million of taxes recovered.
  • Taxpayers are to keep records for 7 years and KRA can assess claims of up to 7 years from the date of a taxpayer’s last return.

Digital Taxes and market

  • PIN’s required for digital marketplace transactions.
  • Digital service tax is removed from residents (only applies to non-residents).
  • Non-resident businesses can maintain records in convertible currencies (not necessarily Kenya shillings).

Large investors

  • To stop base erosion and profit shifting, multinationals / ultimate parent companies are required to file a report on their activities (revenue, profit, taxes paid, employees, assets, cash) in Kenya within 12 months of their financial year-end.
  • Ends group VAT registration for groups of companies; each entity will report its own VAT on transactions.
  • To encourage large investments, there is an exemption for import declaration fee (IDF) and railway development levy (RDL) for investments over Kshs 5 billion or with the approval of the Treasury Cabinet Secretary.

Value Added Tax

  • Introduces VAT on bread.
  • Several items move from 16% to exempt, which means the Treasury CS can exempt them on request. These include infants foods, medical ventilators, lab reagents, gas masks, x-ray equipment, anti-malaria kits and doses, and artificial body parts.
  • Also moving from 16% to exempt, are vehicles for oil & mining companies, and equipment for solar & wind generation.

Other

  • A 20% betting tax returns after being briefly for a year.
  • Bank loan fees no longer incur excise duty.
  • Remove a requirement for VAT regulations to be approved ahead by Parliament; instead they will be shared with legislators under the statutory instruments Act.
  • Withholding tax in oil and mining sectors will be 10%
  • Removes the 10 year limit on carrying tax losses
  • Excise tax goes up on motorcycles and is introduced on jewellery and nicotine substitutes.
  • Reintroduces excise duty on locally-manufactured sugar confectionery and white chocolate that was removed in 2019.

Absa Kenya launches Asset Management

Absa Bank Kenya has rolled out an asset management subsidiary following approval from Kenyan regulators to expand its century-old business of offering financial services in the country. 

Following approval by both the Capital Markets Authority (CMA) and the Retirement Benefits Authority (RBA), Absa Asset Management will offer advice and products for customers to invest in listed shares, treasury bonds, corporate bonds, private equity, property, offshore and other investment classes.

Anthony Mwithiga, the CEO of the new Absa Asset Management unit, said they would offer fund and investment management for institutions, such as pension schemes, retail solutions for the mass market, and bespoke or personalized services for high-net-worth individuals.

The retail solution will offer investment opportunities through five different unit trusts being, a money market fund for Kenya shillings or US dollars, a bond one, a balanced fund, and an equities fund that people can subscribe to for as little as Kshs 1,000. All the classes will benefit from the data-driven insights, investment professional advice and risk management of Absa that is guided by three pillars of value growth, income generation and value preservation.

The CEO of the RBA Nzomo Mutuku said that that investment management, now with Kshs 1.4 trillion of assets under management, still has great potential to grow and that the performance of these investments is what drives pension benefits in Kenya, not pension contributions.

He said that being diverse had sustained growth even during Covid-19. While there has been a decline in interest for corporate bonds, private equity has gone up (from 0.07% to 0.12% as a share of portfolios) and good returns had also been got from ETF‘s that are about to get a boost from a new class for fixed income, and REIT‘s from new tax laws. He added that, when the shilling depreciates, offshore investments deliver good performance. Another new class is now infrastructure in which funds can invest 10% of assets and they are waiting to see which Public-private-partnership (PPP) projects come online.

Acorn Green Bond for Student Accommodation in Nairobi

This week saw the approval of the first-ever green bond in Kenya, issued by Acorn Holdings to fund student accommodation projects around Nairobi.

Acorn is one of the largest developers in Kenya, having delivered over 50 projects worth $550 million in the last decade. These include the local headquarters for Coca Cola, Equity Bank and Deloitte, and the UAP Tower, which is currently the tallest occupied building in Nairobi. They plan to raise up to Kshs 5 billion ($50 million) investors through a bond that has a bullet maturity in five years and which pays 12.25% interest. The green bond issue is partially guaranteed by GuarantCo up to a maximum of $30 million.

Acorn has ventured into purpose-built student accommodation (PBSA), under two brands, Qwetu and Qejani. They are developing projects close to universities around Nairobi, which target students at campuses of USIU, University of Nairobi, Daystar, KCA and Riara universities.

This is to address the current situation where the increasing number of students at universities live in sub-standard housing, without amenities, in poor condition or which are considered unsafe. These are mostly in older building not designed for students such as former domestic-staff quarters. Yet students require reliability water & electricity, Wi-Fi, security, furnishings etc. and which ensure security and privacy.

Qejani is a high-rise, mass-market, offering which students can rent for between Kshs 7,500 -12,500 ($125) per month for single, double or quadruple room accommodations, while Qwetu is their premium brand.  The funding will go towards completing student accommodation facilities including Qwetu USIU Road 3 & Road 4, Sirona Phase 1 & 2, Bogani East Road Qwetu, Bogani East Road Qejani, and Nairobi West Qwetu.

The green bond offer, which is restricted to sophisticated investors, opened on 16 August and closes on 27 September 2019. Allotments will be done on 30 September 2019, with the minimum level of subscription set at 40% for it to be deemed a success.

Other aspects of the bond issue:

  • It is restricted to sophisticated (institutional) investors.
  • Opened on 16 August and closes on 27 September 2019. Allotments will be done on 30 September 2019.
  • The minimum level of subscription is set at 40% for it to be deemed a success.
  • Stanbic Kenya is the issuing and paying agent for the green bonds, and they will confirm that funds will not be used for more than 65% of the project costs with Acorn contributing the other 35%. 
  • Helios Partners are investors in Acorn.
  • GuarantCo is sponsored by the governments of the UK, Netherlands, Switzerland, Australia and Sweden and by FMO, the Dutch development bank.
  • Moody’s Investors Service has assigned a provisional B1 to the Acorn bond.
  • The issue will be certified as a green bond given that Acorn’s projects are constructed in accordance with the International Finance Corporation – IFC’s EDGE (“excellence in design for greater efficiencies”) requirements for sustainable buildings and certified by the Green Business Certification Inc. (GBCI) “.. they aim to steer construction in rapidly urbanizing economies onto a more low-carbon path. Certification is based on benefits generated from providing solutions in construction and operation: energy, water, and materials.” 
  • The green bonds program is endorsed by the Central Bank of Kenya, the Capital Market Authority and the National Treasury.

EDIT October 3, 2019.

Edit: Jan 13 2020: Acorn Holdings listed the Kshs 4.3 billion green bond on the Nairobi Securities Exchange.

EDIT Jan 20 2020: President Uhuru Kenyatta rang the bell to mark the cross listing of Kenya’s first green bond on the London Stock Exchange (LSE).

Edit: October 27 2020: Acorn plans to transfer its partnership interest in Acorn Project II to a new Acorn Development REIT (D-REIT) that has been approved by the CMA.

Edit: February 24 2021: Acorn converted its bond intro units trusts as two real estate investment trusts (Reits), a D-REIT and I-REIT on the NSE’s new unquoted securities platform.

Edit: 29 March 2021: Acorn reported the results of their offer. The I-REIT raised Kshs 3.34 billion and the D-REIT raised Kshs 4.24 billion. Each had 22 professional investors and the shares will be traded on the OTC facility of the NSE.

Edit: May 6 2021: Acorn announced that it will make an early repayment of Kshs 777 million of the Kshs 5 billion medium-term note and the amount will be delisted from the fixed-income segment of the Nairobi Securities Exchange.

To be updated.

The Fusion Real Estate REIT (FRED)

You can now invest in Kenya’s second REIT (Prospectus – PDF), that closes on Friday this week. The Fusion Development Real Estate Investment Trust (a.k.a. FRED) aims to raise Kshs 2.3 billion ($23 million) through the sale of 100 million units at Kshs 23 each.

FRED comes after Stanlib’s Fahari I-REIT that launched last year. While Fahari was an I-REIT, this one is a development REIT (D-REIT). Stanlib, who aimed to raise Kshs 12.5 billion, ended up with Kshs 3.6 billion, a 29% uptake, which included an investment from the IFC. The minimum investment was affordable (Kshs 20,000) but Kenyans are slow to take to exotic products in this case REIT’s as opposed to the usual bonds or shares, and that one came amid a spate of bank collapses.

FRED plans to use the Kshs 2.2 billion (i.e Raise Kshs  2.3 billion minus issuance costs of Kshs 100M) for Greenwood Park, a mixed development comprising a shopping mall, office block and residential apartments that is currently under construction in Meru.

The REIT manager is Fusion Capital, and the REIT Trustee is Co-Operative Bank of Kenya (Coop). Fusion Capital, TT Africa Real Estate and Binder Limited are the vendors, and Coop will purchase on behalf of the REIT. The construction has started at a 2.5 hectares (6 acre) plot. The  value of land (Kshs 330M), contractor work done (Kshs 547M), and other work In progress (Kshs 186M) plus other items add up to Kshs 1.15 billion. They have certificates payable of Kshs 239M and a net asset value of Kshs 892M of the development.

 Other Features

  • The units will be listed on the restricted market segment of the Nairobi Securities Exchange.
  • Minimum subscription is 50% (Kshs 1.15 billion – and the promoters will make a decision on allocation of units, an extension of dates or a withdrawal, if the minimum is not reached).
  • Minimum investment is a subscription for 218,000 units worth ~Kshs 5 million (so this means they will get about 450 investors at most for this which will be a closed fund)
  • The offer runs from 23 June to 15 July
  • Other partners include Fusion Investment Management (REIT manager), NIC Capital (lead transaction advisor) Mboya Wangong’u & Waiyaki, (legal advisors), Deloitte Consulting (reporting accountant) Ngotho Consultants (property valuer) Burbidge Capital (SPV valuer) Citiscape Estate Agents (property manager)
  • Expenses include lead transaction advisor (Kshs 30M), legal costs (6M), Reporting Accountants (0.7M), selling commission (35M), CMA fees (7.5M), NSE fees (1.25M) PR costs (2M), Advertising costs (8M) – total Kshs  99M.

Fusion Capital is undertaken the projects including Flamingo Towers (Upper Hill – Kshs 1.3B), Upward Scale (offices on Ngong Rd – Kshs 1.5B), Hand in Hand (residential in Athi River – 600M), Starehe Homes (90 3 BR apartments in Mtwapa – Kshs 1.2 billion ), and Kigali Heights (office next to Kigali convention centre – Kshs 3.7B)

The retail, entertainment and lifestyle facility, measuring 25,000 square metres when complete  that would be the centre of attraction in Meru County for many years to come. The promoter’s  anticipate 100% occupancy for the residential, offices and retail spaces. They have chosen to sell the residential parts (2 bedroom apartments for Kshs 10 M & Kshs 10.3M and 3 bedroom ones for Kshs 13 M) and that combined with offices (Kshs 12,000 psf) and retail (Kshs 21,592 psf) space rents will lead to a payback in 3 years.

Meru Nanyuki road

Other

It’s been reported that Nakumatt will be the anchor tenant at Greenwood mall and that 45% of the mall has been booked.

Also, investment firm Cytonn had a report which noted that:

  • We analyze(d) returns on the Fusion D-REIT offering, and recommend our investors to participate in the offering.
  • As compared to other investment opportunities such as a 5-year Kenya T-bond currently yielding 13.2%, FRED offers equity IRR of 20.5%,. 
  • However, the key risk is the ability of the development to be executed within the defined parameters.
  • Mombasa, Kisumu and Nakuru are the leading frontiers in mall space supply, after Nairobi… The Mt Kenya region which comprises of Meru, Embu, Nanyuki and Nyeri has the largest development pipeline, and Meru and Nanyuki have been identified as investment frontiers due to population growth and tourism activity.

EDIT: On  July 17, the deadline was extended to July 26.

EDIT 2: On  July 27, the deadline was extended, for a second time, to August 4.

EDIT 3: On  August 5, the deadline was extended, for a third time, to August 24.

EDIT 4: On August 26, the results were published in the newspapers which showed that Fusion had achieved a 38% subscription rate, raising Kshs 873 million from 4 investors (3 of whom were shareholders in the asset being acquired). The offer did not meet the regulator’s criteria of 7 investors or the 50% target for the promoter. Nevertheless, the promoters will seek alternative funding to complete the project construction on time and consult the CMA and NSE about reopening the REIT at a future date.

$1= ~Kshs 100