CFC-Stanbic Bank EGM: merger approved

An extraordinary general meeting to approve the CFC – Stanbic merger was held on November 12 at the Intercontinental Hotel

Deal: Stanbic is the largest bank in Africa with a presence in 18 Africa countries and 21 others around the world (including Bank of America in Argentina which they just bought). It has assets of $140 billion and 43,000 employees – and by combining their (relatively) small Kenyan operation with CFC, they will become the 4th largest bank in Kenya.

Approval got: CMA, CBK, monopolies commission.
Approval to be got: shareholders, SA reserve bank, NSE.
The Deal should be complete in about a month.

The meeting was led by CFC Chairman Charles Njonjo. Fellow director J. Kierini introduced the board and, other dignitaries present who including D. Ndonye (Deloitte), Jimnah Mbaru, Kaplan & Stratton advisers, and Craig Bond and a team from Stanbic include his son who works at Stanbic Kenya.

CFC MD Soundararajan explained the rationale for the merger – synergies, very similar and complementary customers, regional opportunities, and enhanced capital adequacy. Customers will get a one-stop shop for all their business, staff get to work in a bigger bank with more careers opportunities (and all employees are assured of retaining their jobs).

Shareholder questions

  • Dilution of minority shareholding? : Management said they are getting into a bigger entity
  • Are major shareholders bailing? : Gambit will get paid in new shares but also about 5.8 billion shillings. MD answered that shareholders are staying and the company is not going anywhere
  • Mgmt. afraid to say that CFC being; Management says it’s a merger, and not a sale; the new entity will have 40% – CFC and 60% – Stanbic shareholders.
  • If CFC is growing well, why sell? Need for capital is important. MD said that he needs about $100 million, while the new entity will have around $60 – 70 million. The merger will enhance the company’s growth plans
  • Due diligence on Stanbic? ; Done and they shared strategies which each other to see if they were on the same path. Also, board member (and lawyer) Fred Ojiambo denied that a 25 billion shilling lawsuit had eroded the value of Stanbic (K) saying that claim had no firm base
  • Why no bonus shares instead of selling out?: MD said CFC had in the past given the largest bonus divided in the history of NSE 21 for 1 and the board will consider that at the right time

This is it: The historic moment passed in a flash as the Chairman proposed that all six resolutions be passed in a single vote since they were all interdependent.

The resolutions passed in a single vote:

  • Created 117 million new shares to accommodate Stanbic
  • Empowered the directors to allot shares to Stanbic
  • Changed the name of the company to CFC Stanbic Holdings
  • Transferred the bank business (assets, liabilities, employees, creditors etc.) to Stanbic
  • Amended the new articles of association
  • Changed the business of the company from a bank to a holding company
  • Now CFC Stanbic Holding co to remain listed on the NSE while CFC Stanbic Bank will be a 100% owned subsidiary

Other speakers

Craig Bond: The Head of Stanbic Africa, said they got lucky in Kenya as the first bank they identified turned out to be the right partner offering great synergies; in Nigeria, they have looked at 6 banks which have not panned out. He said that Stanbic which intends to be the ‘best emerging-markets bank’ in the world had identified 3 countries that they intended to dominate in Africa – SA, Nigeria and Kenya where they intend to break into the top 2 (not remain #4), by rapidly expanding branches in 2008.

Commenting on the largest bank in the world ICBC buying 20% of Stanbic (it’s 70% owned by the Government of China) – he said China is coming to Africa in a big way for her resources, and it offered Stanbic cheap money with the promise to match them $ for $ in any investment in Africa

NSE Chairman Jimnah Mbaru said he was proud that the deal happened under his watch and confirmed that he expected NSE to approve the deal by end of the week. He looked forward to having a big institution with the capital to enable the economy to meet growth goals in terms of resources. And finally called out to family-owned companies to see what could happen if they transform themselves into institutions as the late Mr. Jani had done with his firm which was now merging with Stanbic.

There were further tributes to the late Mr. Jani who created the company in 1951 with a vision for into to partner with an international powerhouse, MD Soundararajan and directors Njonjo and Kiereini for making the deal happen

Humorous moment: Chairman Charles Njonjo was sad that there were only ‘5’ shareholders present when the meeting started but got happy as the numbers had reached about 100 by the time it ended. However, it didn’t really matter as he had 45% proxies from Africa Liaison and Gambit while fellow director Kiereini had 30%.

Goodies: souvenir pen, umbrella, big lunch box with little food from intercontinental – (Fanta, cake, apple, and a bit of goat, chicken, and sausage)

other news

Barclays launched tranche one of its bond – 1 billion shillings, maturing in November 2014.

Rwanda and Burundi to join the East Africa Development Bank once they subscribed via share capital

Equity Bank extends banking hours to almost match office hours; 8 a.m. – 4:30 p.m. on weekdays and 8 a.m. – Noon on Saturday

The National Housing Corporation is offering investors loans to build rural and peri-urban homes. The maximum loan amount is only 1.5 million shillings – and it’s advanced at 13% over up to 10 years

Sasanet investors want to notify partners, bankers, and other companies (including Safaricom) that the company had not refunded investors their funds.

Urban transport gets more expensive as all the major transporters Citi Hoppa, KBS and matatu owners start a blanket 10 shilling per ride fare hike to counter rising fuel prices

Opportunities

  • Celtel territory sales executives (17). D/l is 16/11
  • IT manager at EA Cables. apply thru deloitte esd@deloitte.co.ke
  • Jamii Telecommunications: account managers (3). d/l is 16/11
  • KBR various jobs in Iraq, Afghanistan, Kuwait. But …
  • Madison: finance manager, senior investments manager
  • Microsoft: public sector lead account manager – public sector & education solution sales professional (business productivity), infrastructure consultant, MBA graduate
  • Head of ICT services – Standard Group. d/l is 13/11
  • Chief Operating Officer at Renaissance capital. apply to coo@rencap.com by 19/11

What about Shariah depositors?

A glance at the latest report from the deposit protection fund, omits two Shariah banks licensed this year – (Gulf African and Family Community) from the list of institutions whose deposits are protected by the deposit protection fund (DPF)

A further reading of Islamic banking indicates that such banks guarantee depositors funds – but then don’t all banks do that?

LAG


Interpreting a local American Gangster

Having watched ‘American Gangster’ over the weekend then spent a couple of trips around town with a major business player, you get to understand why a certain group of people with mundane jobs can get so wealthy.

It’s understandable how the police do it (roadside bribes), but you can also bodyguards, drivers, personal assistants (PA’s) and even secretaries to that list

They are not necessarily corrupt but they are around centre of power and power players and have a chance to observe. By working closely supporting business and political leaders, they are unique situated to be around when the big deals happen, know what major developments are taking place and are able to spot arbitrage opportunities before anyone else.

Focus on drivers: They are in the company of ministers and other business leaders who talk deals in the cars and over their phones. Like the Frank Lucas character (played by Denzel Washington) in the movie American Gangster, drivers/bodyguards their bosses to meetings and get to see secret deals/big investments develop made by their boss whether it’s a new block of apartments, factory or even a new mistress. They also overhear conversations between the boss and engineer/architect/banker who’s sometimes in the car or over the phone as the boss dashes to/from meeting these same people.

The boss may be buying a building, but his driver may buy a small piece of land in the area or drop a line to a distant buddy to make another small deal. They observe secrets and learn skills at the same time.

Also bosses are human and have a compulsion to brag and backbite like all the rest of us – discussing with their driver the merits or demerits of an ongoing investment, or whether the person who has just hung up is a genius or an imbecile.

So it’s no surprise when a driver retires, he often has a sawmill, matatu or two, and three pieces of land or buildings, with wives scattered all over the country to manage them

His boss never groomed him and he never waited for Christmas or when the bosses’ good fortune sparked a feeling of goodwill and generosity that made him throw some crumbs at his henchmen.

So the driver creates a mini-empire silently over time to cater for his/her retirement, completely legitimate and by one who uses an opportunity to the maximum.

Diamond Trust; Rights Reloaded

Pressure is on for banks to raise capital and Diamond Trust are back to ask their shareholders to chip in. In November 2006 they raised 735 million, and this time they are set to raise 1.6 billion ($24 million)

What has changed
Then; Now
Nov ’06; Nov ‘07
New shares 15.5 million; 23.3 million
Price 50/=; 70/= (a 20% discount each time)
Ratio 1:8; 1:6 (1 new share for 6 owned)
Result: oversubscribed; ? (Likely to be the same)

cost of the offer
Budget:2006 offer – 41.6 million; 2007 offer – 54.7 million

What costs more: :
Advertising – up 250% (2.5m)
CMA approval – up 104% (4m)
Placing commission – up 100% (24.5m)
Printing & postage – up 29% (9m)
Registrar & data – up 29% (3m)
Legal fees – up 16% (4m)

Costs less
NSE listing fees – down 436% (0.09m)
Reporting accountant fees – down 200% (2m)
Sponsoring stockbroker fee – down 50% (1.74m)

Unchanged
NSE listing fees (0.5m), PR activities (0.5m)

Calendar
record date 16/10, rights start trading 2/11, last day trade rights 12/11, last date to pay for rights 27/11, new share trade 11/12, new share certificates 18/12.

Bank Wars

Equity vs. Barclays
Equity Bank is often cited as being what caused banks, especially Barclays Bank to change their focus. But is it true, or is Barclays expanding all over Africa not just Kenya, in terms of opening new branches and expanding into the retail sector.

political muscle: A recent editorial strongly defended Equity and it has also received strong defense from Government ministers whenever allegations have been thrown against the bank.

Equity has also not been shy in employing political muscle themselves. The delayed conversion of rival building society into Family Bank has been linked to Equity’s influence and the bank was also instrumental suffocating pyramid schemes who grew to rival banks for deposits while ironically relying on banks for their massive fund transfers to/from investors.

Equity in 2008: Even if 2008 brings in a new government, Equity Bank should be ok. While the current government has been kind to Equity, giving it the space and access to market, environment to expand, Equity has been smart to use their access to Government to grow, without necessarily going to bed with the government. I.e. targeting government and parastatal deposits and banking business. Equity has expanded nationwide and has customers throughout the country and a positive image as a mwananchi bank. Think Kenol, not Mugoya for Equity next year, if the election follows the current polls

other banking briefs

Barclays bond: Barclays Kenya will issue a $75 million bond over 7 years.
Seem receptive, though their last bond to finance a mortgage business was scuttled by former finance minister who asked that the bank invest new money into Kenya, not borrow from the local market. That should whet the appetite for corporate investors who may be put off by the anticipated over-subscription (wasted funds, lost opportunity, delayed refunds) of a Safaricom IPO

But is Barclays parent in trouble? The global financial crisis has also taken done in the Citi (bank) CEO

Merger slows It’s a shame that the CFC-Stanbic merger can be jeopardized by a frivolous lawsuit frivolous lawsuit. How does a 50 million shilling dispute balloon into a 25 billion shilling lawsuit for damages?

City Finance is expected to be taken over by new owners. Kenya’s smallest bank should get a boost from new owners – as it is the only loss making bank so far this year. As at June this year, it had assets of just 510 million shillings ($7.7 million) in assets, deposits of of 131m, and loans 218m.

Collapsed banks update: Capital Finance and Pioneer Building Society are to be wound up while customers of Daima Bank will be paid another dividend

Bad loan relief?: The interest rates advisory centre offers loan and mortgage interest recalculation, financial cost assurance (overdraft, loan interest), in-duplum interest recalculation for the period (1/1/2001 to 31/7/2005) and informs its clients that that all bank charges from 1/11/89 may be illegal!

Though IRAC won against Housing Finance, bad debt relief may be a pipe dream for most, except for a few instances

Other corporate news

Keroche going into beer production after huge bill handed to them of unpaid taxes. This is the last thing that Kenya Breweries wanted to hear

The Minister for Finance has approve the takeover of Kobil Petroleum by sister company Kenya Oil Company Limited (Kenol). But Kobil is/was a Delaware corporation?

Fake sugar: Strange saga of a ship which arrived at Mombasa with contraband sugar already packaged in Mumias sugar bags – ready to go to store shelves. Packing sugar in their ‘produced in Kenya’ branded bags has been a key branding initiative by Mumias to differentiate it from imported sugar and seems to have worked, but counterfeiters can only be kept at bay for so long

Wananchi TV: convergence as Kenya’s largest ISP wananchi is going into partnership with GTV to begin high speed cable and satellite TV all in one package.

Also mobile TV on phones : a few months ago, the bosses of Kenya Broadcasting Corporation were on TV from a golf tournaments talking about their plans for the rest of the year which included launching a new radio station and also coming up with the first news broadcast via mobile phones by September. (Read on – KBC is a shareholder in the local multichoice Kenya)

Opportunities

– A new Equity Fund in Kenya urgently looking for a financial systems engineer with banking experience. Apply to ndeman2@yahoo.com

– Apprentice to Africa. The Apprentice Challenge comes to Africa – with $200,000 in prize money