M&A Moment: BritAm, Centum, other East Africa deals

Britam and Centum have had a busy few weeks.

BritAmEA (i) Had an oversubscribed bond at the NSE that saw them raise Kshs 6 billion (ii) Completed the acquisition of 99% Real Insurance - giving them access to Mozambique, Malawi and Tanzania (the Competition Authority approved this deal with a caveat that they retain at least 85 of the 105 employees of Real) (iii) Established an office in Rwanda (IV) Britam will also pay about Kshs 2 billion for Equity's 25% in Housing Finance.

Centum (i) Are proposing to acquire an additional 66% shares in K-Rep Bank (ii) Are seeking shareholder approval to create a Mauritius company, set up Kings Beverage, Bakki, Shefa subsidiaries, and also ratify the acquisition of 73% of Genesis & 30% of Broll (real estate) (iii) Ceded 42% of Two Rivers venture to investors at Kshs 6 billion, (iv) Are still in the running for Rea Vipingo offering Kshs 75 per share, over the Rea bid of Kshs 70 per share to other shareholders (v) Key Centum shareholder, Chris Kirubi said he wants to be a dollar billionaire. 

Other recent deals include

Airlines

• Kenya Airways to give Tanzania's Precision Air a $10 million bailout. 
• Waiting to see who will officially be FastJet’s partner will be for their renewed push to enter the Kenyan aviation market.
• Hong Kong listed Frontier Services Group completed acquisition of 49% of Phoenix Aviation for $14 million (Kshs.1.2 billion).

Autos

• Al Futtaim Auto to compulsorily acquire the remaining 8.4% of CMC shares from minority shareholders

Banking & Finance

• Actis to acquire Compuscan, the largest independent credit bureau in Africa & run it as Credit Service Holdings with Michael Jordaan as chair.
• Diamond Trust has an ongoing rights issue to raise Kshs 3.2B ($42 million) from shareholders at Kshs 165 per share.
• Ecobank got investment bank approval in Kenya following their buyout of Iroko buyout and will target oil & gas, infrastructure & commodity deals. 
• KCB is now holding company, and is said to be interested in buying an insurance entity
• (edit) Kenyan Women Holdings will sell 25% of the shareholding of Kenya Women's Finance Trust to their 600,000 members between September and October 2014. 
• NIC Bank to have a corporate bond and rights issue during 2014
• Atlas Mara to buy 77% of Development Bank of Rwanda 
• National Bank shareholders to vote on if money from their upcoming rights issue can go to pay off preference shareholders
• Western Kenya politicians have support the creation of a new Mulembe Investment MFI bank, that will be part-funded by counties to serve 5 million people. 

Building & Cement

• Holcim is set to acquire effective control of Kenya's Bamburi Cement as part of the planned merger between Holcim and Lafarge. "The parties do not wish to see any change to the status of Bamburi as one of Kenya's leading industrial companies listed on the NSE."

Food & Beverage 

• Danone bought 40%of Kenya’s dairy processing company Brookside which had revenue of Kshs15.4 billion (€130 million) i in 2013. It was previously 90% owned by the Kenyatta family with Abraaj owning 10%. Brookside collects milk from 140,000 farmers and has 3,000 employees.
• Distell of Stellenbosch South Africa got privatization approval from the Kenya government to acquire of 26% of KWA Holdings E.A. that was previously owned by ICDC  for Kshs 860 million (about $10 million)
• Kenya Wines will also their Kshs126 millionUchumi Supermarket stake.
• See Centum (above)
• South African food company, Tiger Brands has dropped plans to acquire Kenya firms Rafiki Millers for $25m.

Health & Beauty

• Procter & Gamble merged India, the Middle East and Africa into one IMEA region to improve execution 

Hotels & Tourism

• The Kenya Competition Authority approved the acquisition of 100% of Fairview Hotel by City Lodge Hotels.
• Kempinski Hotels, Europe's oldest luxury hotel group has officially taken over Hôtel Des Milles Collines in Rwanda.

Insurance 

• See Britam above
• CIC had dropped plans for a rights issue in favour of a corporate bond
• Liberty Kenya proposed to pay a Kshs 1/= scrip dividend, but shareholders can opt for cash.  
• UAP had an oversubscribed bond that raised Kshs 3.1 billion against a target of 2B. 
• Africa Report magazine listed insurance companies as the top performers at the NSE in 2014 (see table).

Legal

• Kenyan firms Hamilton Harrison & Matthews (HHM) and Oraro & Company have announced they are to merge pending regulatory approvals.

Media & Communications

#RIPCareyEaton

• The $35 billion Publicis-Omnicom merger fell apart. The deal to combine the world’s largest advertising company was foiled by myriad difficulties, including who would run the new firm. The collapse of the deal is a win for WPP CEO Martin Sorrell, who campaigned aggressively against the merger of two of his biggest rivals.
• A few months after his big deal with One Africa Media consolidating operations in Kenya, Uganda and South Africa, co-founder, Carey Eaton, was killed in Nairobi. See some tributes to Carey Eaton. The Economist also ranked the largest internet companies in Africa and One Africa Media topped this at $80 million, followed by Mobile Planet ($15 million) and Kopo Kopo ($10 million) 
• passed away - some tributes 
• Scangroup agreed to acquire a majority stake in a pan-African firm - the Experiential Marketing Group (EXP) 
• The  Safaricom and Airtel buy out of (and split of) Yu appears to have stalled. 

Oil & Mining

• In the last year, Tullow Oil and Base Resources have paid the Kenya government $22 million and $16 million respectively . 
• Tullow received a  judgment in its favour over capital gains tax payments that Tullow had made onHeritage’s behalf to the Uganda Revenue Authority. In August 2013, Tullow received $345.8 million from Heritage in satisfaction of this High Court judgment.
• Swala Oil & Gas completed their Tanzania IPO which was oversubscribed and will now proceed to list on the Dar es Salaam Stock Exchange (“DSE”). The placement of 13.3 million shares with 1,869 new and existing shareholders also allowed Swala to keep excess funds from Dar IPO.

Transportation & Utilities

• Transcentury sold their 34% in Rift Valley Railways to Citadel Capital for $43.7M recovering their cash, but below fair value..they cited the delayed turnaround of the railway consortium as reason for the sale
• Actis confirmed sale of its stake in Umeme for $85.5 million to 20 institutional investors including Investec and Uganda’s NSSF
• Kone Kenya acquired the business of Marryat & Scott, an elevator installation company.

Other Peoples Money

• The Australian Navy seized heroin worth $296 million from a wooden boat off  the Kenyan coast.
• The Karen Blixen house was put up for sale for $9.5 million 
• Kenya's NSSF had $600 million (Kshs 51 billion) in quoted securities as at June 2013 topped by Bamburi EABL and KCB.
• The Competition Authority fined Tusker Mattresses (Tuskys) and Ukwala supermarkets Kshs 5.3 million while allowing them to continue pursuing a supermarket consolidation deal.

Turning Round the Lunatic Express

A few weeks ago, Rift Valley Railways (RVR) and Citadel Capital had a small media briefing to highlight the state of their investment in a consortium to run the Kenya Uganda-Railway. It was meant to signal an escalation in the marketing the achievements of the consortium, but is also highlight the state of the railway that they invested in about three years ago.

The railways which moved 4.2 million tons in the early 1970s’ when it last got a public investment, but had been in steady decline since with increased competition from roads and pipelines. It was then passed on by the Governments of Kenya and Uganda through a concession to new owners who, as it became apparent later, were without money or management expertise - and were down to one working train, and about to pull the plug on the venture.

The new investors, led by  Citadel and Transcentury, fund raised through debt and equity and set about rebuilding hundreds of kilometres of rail tracks that were dangerous if trains moved at their regular speeds, refurbishing locomotives and wagons, automating line movements, creating storage facilities, and putting staff succession plans in place. This year they launched a graduate trainee program that will have a class of 20 this year who were selected from 3,400 applicants, and will soon install a train simulator for training.

Passenger services are 4% of Revenue

Their concession called for an investment of $40 million in 5 years but it's taken a budget of $300 million to get where they are today, including $11 million worth of levies paid to the governments every year. They hired a management team from Brazil  who engineered similar turnarounds, and there has been some progress in going from 22 days to move cargo from Mombasa to Kampala, to a current average of 8 days. The best performance is 4 days, and their internal goal is to make that period the average by by 2015. They are back to moving 1.5 million tons a year, meeting a consortium target with s plan to get to 4.5 million tons by 2016.

But even as they are breaking even, the governments' of Kenya and Uganda are restless.In recent weeks, the Deputy President complained about the creaking 90 year old relic known as the Lunatic Express that was built by the British Colonial government, while the Transport Cabinet Secretary believes that with 20 million tons passing through the Mombasa Port, there's need for five other railways.

There are designs to have a Chinese-built wide-gauge railway from Mombasa to Uganda (to be financed with a 1.5% tax on all imported goods) and another 1,500 kilometre track from a planned new Lamu port all the way to South Sudan.

Even with clients like Total, Hass, Maersk, Coca Cola, Shell, the World Food Program Bamburi, Athi River, and EA Portland cement companies, RVR still have a way to go with proving to other corporates that they are a viable reliable option to the hundreds of trucks that make that daily journey from to and from the Mombasa Port.

NSE Moment: Britak, Transcentury, Kigali Bank, Stima SACC0

This week we were reminded that there's been no IPO at the Nairobi Stock Exchange (NSE) since 2008 (Co-Op Bank) and the events in the last few days were the fulfillment of initiatives that companies like Britak and Transcentury had initiated earlier in the year.

Britak: The British American Investments Company Kenya kicked off their IPO this week. The group had Kshs 9 billion in income, and pre-tax profit of Kshs 2.8 billion in 2010. With group assets of Kshs 25 billion, it is second only to the ICEA at 27 billion.

They are being sold at Kshs 9 with an allocation criteria of 30% East Africa retail, 30% foreign, 37% institutions, 3% employees, agents, and individual policy holders and can be obtained at British American branches, Equity bank , Standard Chartered (and partner Postbank), NIC, CBA banks and stockbrokers.

The minimum for retail investors is 2,000 shares (Kshs 18,000 while for institutions it’s 10,000 shares (Kshs 90,000 or ~$1,000). The IPO is budgeted to cost Kshs 320m ($3.5M) with estimated payments to transaction advisor 24M, sponsoring broker 6M, legal costs 9M, selling commission 87M, CMA 9M, NSE 1.5M, PR 67M, and advertising 90M.

Insurance Opportunities

Of the Kshs 5.9 billion to be raised, 1 billion will be for regional expansion (Tanzania, South Sudan, Rwanda), 1.2 billion will be for Kenyan operations (set up a frontier investment fund, new branches), 2.5 billion for the housing & mortgage sector aimed at affordable housing models, and 750 million will go to pay off a loan at CBA bank that was used to purchase shares in Equity Bank (Britak own 11% of equity and 16% of housing finance banks).

The Britak IPO runs from 12 July to 5 August and they have also reached out to bloggers, with forums and their own blog posts such as this tale of their CEO's initial investment.

However, there are some concerns that with their 45-year history and strong brand name (-pay Kshs 18 million a year to British American), this is a retail magnet IPO and the sale of 650 million shares (30% of the company) is likely to be over-subscribed, and the dividend paid (Kshs 200m in 2010) is likely to be safaricom-ish (small)

The company has also called for the Government to extend current tax incentive for newly listed operating companies to also include holding companies (like Britak)

Transcentury: The investment group which has had a spectacular climb and string of investments, most notably with East African Cables listed their shares at the NSE on July 14.

Their shares had been trading at an OTC exchange and were listed at the NSE at Kshs 50, which worked out to a P/E ratio of 38

RVR Coach

The Group also has a Mauritius convertible bond issued to finance the restructuring of Rift Valley Railways and investment in geothermal and other energy projects, but which also has the potential of diluting investors shareholding by over 1/3. (150 million shares available to bond holders over the next 5 years prices between 40 and 50)

Still, Transcentury has been am inspiration to other investment groups, albeit not as well connected to initiate projects with more risk such as energy real estate, and offshore. The introduction is budgeted at Kshs 20 million (220,000 - CMA 5M, NSE 1M, advisor 8M, stockbroker 4M) and the PDF prospectus is 'protected' so you can't copy sections of it.

Family Bank: Their long dalliance with the NSE is about to be fulfilled as their shareholders will next month approve a listing at the exchange. They will also vote on an ESOP for managers and 1 % transfer of shares of the company to the new CEO. It has since emerged that he is purchasing the shares at a discount as part of his employment package.

Stima SACCO: Away from NSE is Stima SACCO that is in the process of raising funds of about Kshs 500 million ($6 million) . They have advertised in newspapers (even on TV), which may land them in trouble with the CMA, for selling shares to the public without adequate information. At Kshs 100 per share, individuals can buy 200 shares at a minimum (Kshs 20,000).

Kenya Airways: Nothing yet from the airline who were expected to approach shareholders for new funds. The government has allocated funds to invest and defend their 26% stake an the airline which has since signed a deal for new Embraer aircraft to grow their African footprint.

Bank of Kigali: The Bank of Kigali is aiming to raise $62 million from new investors in an IPO that runs from 30 June to 29 July. The Bank control 25-30% of the banking sector in Rwanda; it had profit of 8.6 billion francs ($14 million) in 2010 on assets of 197 billion francs ($324 million) - equivalent to a smaller mid-size Kenyan bank

300 million shares are on offer, and the minimum is 200 shares per person at 125 francs per share ($0.075 or Kshs 18.65). They are open to cross-border investors and the allotment will be to 27% retail East Africans, 2.4% to employees & directors, 15% – East African institutions, 15% to Rwanda institutions and 40% to international investors.

The Rwanda government owns 66% of the bank, and the other 1/3 are owned by the social security fund of Rwanda. 16 billion francs ($27 million) will go to the Government for reduction of its shareholding and 20.8 billion francs ($34 million) will go to the bank to reduce its assets & liabilities maturity gap and grow its loan book and operations (from 33 to 60 branches). This will result in new shareholders owning 45% of the bank, the government 30% and the social security fund with 25%

Other: The IPO prospectus lists
- lawyers acting for the bank, number of cases they have and prospects of loan recoveries
- lawsuits filed against the bank by name (former employees, debtors opposing auction)
- list of subcontractors and related partners such as visa card providers, SMS partners, providers of credit reference and lines of credit etc.
list of properties owned and rented by the bank and rent amounts. Also Rwanda depreciate building over 5 years, after each revaluation

Risks & Exposure - one of the operational risks is scarcity of qualified personnel in Rwanda
- commerce restaurants & hotels account for 46% of the bank portfolio while construction was 29%. Also 11% of loans were to a single group and records of large are available for review to persons who sign non-disclosure agreements
- Kenya is the country's largest trading partner: Rwanda exports 33% to Kenya and imports 16% back.

Staff: - All staff are entitled to bonus and in 2010 this totaled 8% of profit, which that was shared by 441 staff (out of 454), and the average award was $3,200.
- The bank also runs an in-house dispensary and provides full medical cover to staff and 4 dependents
- The oldest director was born in 1960, the youngest in 1977. At senior management, the managing director is the oldest employee at 54, while the head of finance is the youngest at 31.

NSE Nairobi Investor Briefs

new corporate activities at the Nairobi Stock Exchange include

British American Investments - a.k.a. British American a 46 year old company in the country now planning an IPO at the NSE. They are also embarking on regional diversification as a group, which is best known for its British American insurance (Britak) – but has since added British American asset managers (formed in 2005) and Britam insurance in Uganda.

In 2010 they had gross revenue Kshs. 4.5 billion ($56 million) (up from 3.9 B in 09) largely due to Investment & other income of Kshs 5.1 billion (09 was only 400k) and their profit before tax was Kshs 2.8 billion, compared to a loss of Kshs. 334 million the year before. This also included underwriting income in Kenya of Kshs 152 million (up from 80M year before)

They are aiming for the IPO in 2011 to finance their diversification into micro-insurance and bancassurance as well expansion to Tanzania, Rwanda and south Sudan. They are yet to obtain shareholder and capital markets authority approval. Group Managing Director Benson Wairegi said they have alerted the CMA, but are yet to submit documents until their shareholders approve the process

Kenya's capital markets rules require 3 to 5 years profitability before a company can list, though @coldtusker disagrees with that saying smart investors should be allowed to decide a company's prospects regardless of their recent profitability.

Other: - Their balance sheet grew to Kshs 25.2 billion ($315 million) up from 16.3B. Assets under management by British American asset management (BAAM) grew from Kshs 8 to 17 billion
- Expenses were up 8% compared to 16% for revenue
- Paid a dividend of 200M (Kshs 6.67 per share) up from 120M last year (Kshs 4 per share)
- Bank portfolio: they own 11% of Equity bank and 15.9% of Housing finance

TransCentury: Also up for possible listing is TransCentury which was founded by a Group of prominent Kenyan investors who expand into the limelight when they acquired East African cables in 2004. Since then they have taken stakes in Development Bank of Kenya, Kenya Power & Lighting company as well as Rift Valley Railways

Their 2010 highlights and 2009 detailed accounts show;
- High finance costs eating into profits and need to pay down debt
- Strong shillings bad for there profit 170m impact,
- Kshs 1 billion invested in 2009, down to 50 million in 09

Portfolio - Seem to manage regional diversification better than Olympia did and which Centum is now trying to do
- Quoted shares in Metal Fabricators (Zambia) 20%
- Unquoted in Rift Valley railways (34%) and Development Bank of Kenya

- In 2010, added Cableries du Congo (Congo Cables)
- Chai Bora Blended Tea (Tanzania) [Revenue of Kshs 714M, pre tax loss of 29M]
- Kewberg Cables & Braids [Revenue of Kshs 781m, pre tax profit of 44M]
- Tanelec (Tanzania) [Revenue of Kshs 772M, pre tax profit of 133M]
- Avery East Africa (Kenya scale) [Revenue of Kshs 226M, pre tax profit of 21M ]
- Participation in investment in funds include Kshs 200 million in Aureos (East Africa, South Asia, china), Helios (Kshs 350m) and Business Partners International (Kshs 43 million)

In anticipation of a NSE listing, they made moves such as:
- 10:1 share split in October 2008. Now has 263 million ordinary shares up from 20 million after bonus, split, and new issues
- Paid a dividend of Kshs 13 million in 2009 (DPS of Kshs 0.05). For 2008, it was 29 million, which was part paid in '09
- According to the East African in Feb '11, Transcentury shares were trade at an OTC market run by Dyer & Blair at Kshs 35 per share compared to Kshs 48 in 2010.
- Seem to manage regional diversification better than Olympia did and which Centum is now trying to do

Kenya Airways: Is likely to seek to raise capital from its shareholders this year on advice from their directors and CFC Stanbic who are their financial advisors.

Regional: In Tanzania, Kenya Airways is ceding a steak in Precision Air, which is seeking to raise almost $30 million, in an IPO, but indications are clear that Kenyans will be locked out as will other non-Tanzanians.

From Rwanda, we have the prospect of more share listings from two companies - Bank of Kigali and MTN Rwanda, and following in the footsteps of Bralirwa who's IPO was open to all East Africans.

Motoring Moment: Thika Road, Commuter Trains

Discovering Thika road: Took a road trip up Thika Road to hang with the Kuweni Serious crew last weekend. Chinese contractors are converting the road into a super highway and the dramatic transformation (follow Thika Road blog ) has plenty of soil hills, deep valleys, closed roads, missing roundabouts etc. It was a fun trip, but as it is said every day, don't drive on Thika Road if you're a stranger, or it’s dark, or the road is wet.

The journey is made more dangerous by Matatu’s and some road regulars who make their way anywhere they see fit - by driving in the wrong land, making U-turns in traffic, over-lapping patient motorists etc.

The highway defies belief, and when it’s done it will probably need other roads to be closed off or expanded. e.g Outer Ring Road and a bypass to Mombasa Road. The large volumes of traffic need to enter and exit cleanly and without delay otherwise there will be more situations like the one at Riverside Drive and (current) Museum Hill Roundabout where traffic waiting to enter these smaller roads spills over backwards onto the large highway causing more jams.

The on-going rains make it more difficult and with all the un-drained water, some cars are probably washed daily only to end up covered in red mud. For users of public vehicles, the rains mean added journey times and increased fares on Matauts.

More Commuter Trains: However there is some relief for commuters who live along Thika Road since Rift Valley Railways (RVR) has upped the number of daily consumer trains in Nairobi from 8 to 18 which collectively serve Kahawa, Dandora, Embakasi, Ruiru, Kikuyu, and Kitengela/Athi River

The addition of the early morning trains has slashed some commuters’ fares by almost 2/3 e.g. some Embakasi residents who take the train paying Kshs 30/- per trip compared to the previous Kshs 70 – 100 per trip by Matatu. Also, the train is more dependable, and takes 25 minutes to complete the journey, unlike driving in a car or matatu, which usually takes over an hour in 'rush hour'.

Ultimately having dependable train travel may lessen the burden on the roads (fewer Vitz card) and while there is talk of having a train to Jomo Kenyatta Airport, it is not a government priority or feasible in the short to medium term.

Commuter trains aside, the reason that the concessionaire, Egypt’s Citadel (operating as Kenya Uganda Railway Holdings) invested was for cargo and the train transport while significantly cheaper than the Kshs 120,000 ($1,500) to transport a container by lorry from Mombasa to Nairobi ($3,600 for Mombasa to Kampala) needs to emphasize this aspect and demonstrate more reliability to business owners. This will relieve the burden on the roads.

Oil Shipment: As the international price of oil is expected to go up owing to instability in the Middle East, in Kenya there is a small dispute between oil companies led by Shell and Kenol pitted against NOCK - National Oil Corporation (NOCK), a Kenya government state agency that imported the latest shipment of diesel on behalf of all the oil companies. After some postponed arrival delays, and tales of missing phantom ships [MT Volga, MT Adden, MT Ratna Sheruti, MT Ratan Namrata], which resulted in a partial cancelation by Shell, a shipment finally arrived on March 1.

However that did not put the matter to rest since NOCK has announced that they would bill the oil companies using the higher March prices instead of the February price. And where is the diesel? NOCK says it has all been sold, but the other oil companies say they have not bought it, and won't be buying it owing to the higher price being demanded.

Fuel Relief: Some slight relief for motorists comes from Kenol who have discounted the price of petrol and diesel by 2 shillings on Tuesdays and Fridays – so petrol today costs about Kshs 100 (~$5.30/gallon) under Deal Poa promotion, and for holders of Kenol corporate fuel cards, they enjoy a 2 shilling discount every day, which doubles to Kshs 4 on Tuesday and Friday

In Car Beverage: My current in-car beverage is Nestea iced tea that you can make in a supermarket. How? (i) Buy a Kshs 20 Nestea satchet (ii) Buy a one litre bottled water for Kshs 40 - 60 (any brand) (iii) pour the sachet contents in the bottle & shake (iv) you have a litre of iced tea for less than $1.

Farewell RVR

So it’s now clear to all that the Rift Valley Railways era of managing the Kenya to Uganda RVR railway concession may end in the next few days.

And it’s now apparent to many that Roy Puffett, the RVR Managing Director, was a conman, who conned two governments (Kenya and Uganda), the International Finance Corporation (IFC) and PAC who brokered the deal. Running railways is not easy it seems and even Tanzania want to end a troubled rail concession granted to an Indian Company

Puffet has been silent, holed up in boardrooms trying to squeeze out more payments while the clock is ticking. Much has change in three years, when many thought he was another Michael Joseph (Safaricom) who would save the railway from collapse and transform it to unparalleled success thought private management

In 2007, he gave a public talk to members of the Institute of Economic Affairs (IEA talk) and the public that is republished below:

New start: RVR is a 25 year concession between a consortium of companies and the governments so Kenya and Uganda.

RVR got off to a start in November 2006 and suffered 61 derailments that month. They have since slowed down all their trains as a measure to contain such incidents. They now average 10 – 12 incidents a month - from a combination of equipment, railway and human failures (including sabotage)

Financial & Investment: So far the consortium has invested about $18 million. The shareholding is 70% foreign (Sheltam, and an Australian company) and 30% local (Transcentury – 20%, ICDCI – 10%) and some financing was sourced from the IFC.

Some attendees later asked why Kenyans were not given a chance to invest in the company (like the Kengen IPO) to which the MD replied that there were not a lot of investors rushing to build railways in Africa (only 2 groups bid for the concession) .

Equipment: RVR inherited 174 locomotives from Kenya (55 were working) and 44 from Uganda (25 operational) . Also 46% of the 7,000 wagons were usable.

They have focused on getting a working fleet going. This has entailed reducing the fleet to contain only trains in good condition and they also got back 5 locomotives from Magadi Soda. Fleet repair is slow as the company faces a lead time of 8 month for locomotive spares.

Their workshops were run down, with no tools or equipment, and many of the sheds had long been taken over by other businesses. The remaining sheds had leaking roofs, and when it rained they had to stop maintenance work for fear of electrocution.

Railway: Demand from china for steel has driven steel prices through the roof. There are few companies making railway parts (and African countries have a different railway size) so it takes about 8 months to deliver (they have to order 4,000 tons at a go) which is expensive. One engineer (from the UK) at the talk said that such a railway would be shut down with all the incidents if it was in Europe - the MD replied probably true but this was the state of things. He added that new rails were be laid on the Mombasa - Nairobi line after which the older ones will be taken out and used for other upcountry lines.

They will also close some stations (there are 50+ stations between Nairobi and Mombasa) and have installed communications and tracking systems on all trains and stations

Operations: RVR have done quite well since they took over in November 2006 and move about 200,000 tons per month. While this has not changed much in volume from before the concession, they are achieving this with two differences (i) they are using a smaller fleet (ii) and they are collecting more revenue (from increased efficiency & reduced corruption in revenue collection) – about $6m a month. Their volumes dipped in December and April following flooding from the rains. The MD mentioned that they now take between 4 – 7 days to move cargo from Mombasa to Kampala – from 20+ days before, though some members of the Kenya Shippers Association disputed that there.

Other Stakeholders
Employees those not retrenched by the company are all being retrained in safety and modern railway processes

Customers While there have been complaints about the slow movement from the Mombasa port (including by the Kenya Ports Authority), the MD said that 50% of the 14,000 containers at the Mombasa port don't have proper documentation.

He added that business people were contributors to this i.e. as a result of the past railway inefficiency, companies had taken to using railway train wagons at Mombasa as extra storage facilities. But when the railway movement improved, and cargo was now moved upcountry, the same businessmen took their time to offload goods, creating more congestion.

They have tried to contain prices and their charges ($0.05 per ton per km) compare well with, truck companies (that taken advantage of rail inefficiency to jack up prices)

Passengers & Commuters: they will run commuter train services (in Nairobi) for 5 years, but this is one thing none of the bidders for the concession wanted to continue running – as it is a loss maker.

Kenya Railways : The corporation still exists and will oversee the concession on behalf of the government of Kenya, while also maintaining a register of railway assets. The corporation still has a great burden from the past – illustrated by Kshs 31 billion of debts (about $600 million). Including a 12 billion pension deficit. They hope to use land sales to pay off their employee (and perhaps supplier) obligations while also talking with the governments to waive some debt. They have also received 1 billion shillings form the world bank to resettle some residents in Kibera who live/work too close to the railway line (but this plan/financing is already 1/ ½ years behind schedule)

Summary: The MD mentioned that there was a lot of expectations about the now concessioned railways – some of which were not close to being realistic. He also added that they had fewer customers as a result of the slow uptake by the concession, but added that RVR had no regrets and that the governments of Kenya and Uganda were very supportive.

So, a rough but promising start by the company who now say they have enough locomotives working to achieve their 5 year targets. Will they be a celebrated success like Safaricom? We'll know in a few years.

Centum 2009 AGM

The Centum 2009 shareholders annual general meeting was held on Friday July 17 2009. Their last meeting I attended was 1½ years ago in February 2008 when ICDCI (changed its name) and became Centum. a quick Google search reveals other companies around the world with a similar name. So shareholders were right when they pushed for a more authentic, African name

AGM recap: From reading the minutes of the last shareholder meeting seems there was quite a bit of drama at the company’s last AGM in January where the independence of directors was questioned, and there were some interesting director elections whos resulted were polled and motions by some shareholders to remove two directors - (Chairman James Muguiyi and businessman Chris Kirubi) flopped. Most media reports however dealt with the delayed AGM and the payment of dividends at the door, but the best recap of that comes from the Nation

Bored this time: This was one of the longest AGM’s I have been to in a while. The Chairman and the CEO of the company each give long speeches about the company, that easily took up almost 2 hours - giving views on the performance of the company and future outlook as relates to the corporate bond they are about to launch.

Centum Performance their investment book is worth 6.5 billion (($84 million) down from 8.1 billion the year before. Reasons for decline were gains on disposal totaling 311 million, and further impairment of Rift Valley Railways (RVR) shares 271 million.
- The portfolio is consists of : 25% is KCB shares, General Motors East Africa 25%, Insurance 19%, 4% is publishing (a 35% stake in Longhorn), Beverages is 24% (includes shares in EABL, and several coca cola franchises), Services is 4% (includes 0.1% of Safaricom, and shares in NAS, and RVR), and 5% is a newly acquired (23% stake) of Carbacid . some values are KCB Kshs. 1.84 billion, GM 978 million, UAP 877 million, Nairobi Bottlers 660 million, KWAL 263 million, EABL 426 million, Mt. Kenya Bottlers 209 million
- Target is to have administrative costs at less than 2.5% of their assets. 2009 was 123 million (1.5%) and 2008 (136 million = ~1.6%), which includes cost of staff, running company, shareholder costs etc. striking a blow to companies that say public shareholders are expensive to administer
- On RVR: board maintains that it is still good company, had bad management. Once new deals are signed, new technical partners and this will see $50 million invested in the company. Fundamentals are still good, lots of foreign investor interest on the company, and it will be wrong to walk away when the value is down

Corporate Bond: Centum will be launching a corporate bond to raise Kshs 2 billion (~$26 million), reasons given include
- It’s the right rime, Safaricom and Kengen about to launch, while a recent bond from CFCstanbic bank was over-subscribed. After prospectus and approvals, it will be marketed to pension funds, institutions, insurance companies, even shareholders can subscribe
- Current borrowing costs at 170 million out of 6.5 billon assets are very manageable. Their dividend flows are not consistent, so they sometime need overdrafts, but can’t grow the business on overdraft. The Bond will add some long term funds to balance sheet
- They have a pipeline of investments lined up, and what is a bad market for others is a good time for Centum to buy into companies. Funds will be invested 60 – 70% in private companies, 20-30% in listed companies and 0.15% in real estate. They already signed the deal for Carbacid for about Kshs. 400 million that was done through Rasimu Limited, a new wholly owned subsidiary
- Bond is better than bank debt, cheaper, long term, more flexible. It will cost 9.5% to 12.5% per year

Image Centum plans to expand into Africa from Kenya and their vision is to be Africa’s foremost investment channel. Chairman mentioned that their name brand is important, and regretted that bad press had seen the share price dip

Voting: The voting was done by ballot, and the auditors will tally the results. So at the meeting, motions in the agenda were proposed and seconded, with shareholders asked to mark ballot forms and leave them outside after meeting for votes to be tallied. With the new registrars CRS, voting by this method could become the norm, especially on controversial votes, where shareholders numbers at the annual general meeting can be canceled out by real tally of proxy votes. That was the case at the January meeting, where the 1,536 shareholder attendees (with 258 proxies) tallied yielded just 1% in the re-election the directors.

Pepsi to Kenya?

. Nairumour that after an absence of many years, Pepsi will re-enter the Kenyan market in the near future to resume battle with Coca Cola, possibly through their South African partners. If so, it will cap a great year for investment to the country, and that despite 2008 being a relatively tough year for investors and companies, with the post-election violence, business disruption, high fuel and energy prices, depressed consumer spending, P & P madness (pirates and politicians) collapsing stockbrokers, there was a steady flow of new investments and new products that happened this year.

Re-cap of some notable ones

Banking
- Takeovers concluded - Ecobank take over of EABS, and Stanbic merger with CFC (now CFCStanbic)
- UBA licensed (2009)
- Gulf African and First Community (Shariah banking kicks off)

Beverages
- Summit Lager a new beer from Keroche Industries
- East African Breweries launched Alvaro (malted soft drink)
- Coca Cola launched Novidia (another malted soft drink) and also started selling Minute maid
- KETEPA launched Safari Iced Tea

Communications
- WPP buys into Scangroup
- 2008 saw the launch of two new mobile operators - Orange (France Telkom) and Yu (Essar/Econet) to battle Safaricom and a re-energized Zain
- Altech buys into KDN
- A long-running fight over one (EASSY) submarine cable gave birth to three different ones being laid to Mombasa.
- Wananchi launched Zuku (TV, Broadband, Phone)

Transport, Energy & Manufacturing
- Tiger brands buying into Haco
- An investment in the Kenya Oil Refinery at Mombasa was still under battle between Libyan and Indian Investors
- Jinchuan (China) to bail out Tiomin?
- Mirambo and PD Toll to salvage the Rift Valley Railways
- Delta Airlines (USA - but postponed to 2009)
- Air Arabia started flights to Kenya

Tourism
- Libyans took over the Grand (Laico) Regency
- The Tribe opens.

Exits
- Chevron (Caltex) sold out – bought by Total
- Unilever (de-listing from the NSE)
- Roy Puffet from Rift Valley Railways

Tiomin Kwale saga

Thanks MM - the Canadian $ is almost on par as the US $

Looking at the accounts of Tiomin and 2008 AGM notes paints an interesting picture of the company for foreign investment deals at a time when Rift Valley Railways is deal is unraveling and Econet continues its four year incubation as the mobile phone passes them by at a growth rate of almost 20% a year

Tiomin, which claims to have invested $86 million directly and indirectly since 1995, secured financing in 2006 but the project was unable to take off and funding was canceled in 2007 on a venture in which the company was to invest $150 million and pay the Kenya government 2.5% gross annual revenue.

The Company had a target to conclude (divest part or all of) Kwale and slashed costs from $450,000 to $70,000 per month (most staff were given notice in March 2008) until divestment which happened in July when the Jinchuan takeover was announced - with the Chinses firm purchasing 70% of teh venture for just $25 million.

What can Jinchuan do going forward to improve on wher Tiomin got stuck?
- Get some local shareholders (they are now shepherding RVR back on track)
- Have a clear communications strategy with locals; go beyond issuing vague press releases.
- Spread the wealth; do more value addition processes here, work with local banks/financiers to raise funds locally, engage in some CSR, and join the Kenya association of manufacturers (KAM)
- Work better with stakeholders; in this case it is local land owners (farmers), the taxman, and employees.
- And don’t blame the ‘government’ on tax matters. The Tiomin AGM notes state that ‘Jinchuan were key’, and were able to ‘facilitate government relations’ which mean the project could resume soon.

Coop Bank IPO is Next

NSE is overweight with financial shares, and may get heavier with the listing of Co-operative Bank later this year. The listing is expected to raise 10 billion shillings ($150 million) for growth and expansion. The shareholders transferred the assets and liabilities of the bank to a limited liability company (from a co-operative socirty) last week. – and their class B shares (par value Kshs. 100 shillings will be split into shares of par value Kshs. 1)

However as a long suffering customer of the bank, I may not add to might already overweight basket of financial stocks.

edit - Co-Op IPO opens October 20 2008

elsewhere

transport

- Kenya Airways; are offering a novel business trip package – 4 trips for $1,000 to be completed by March 2009 for trips to Dubai, Bangkok, honk Kong, Guangzhou
– Delta airlines open a Nairobi office
Railway destiny in local hands
- The Government wants Rift Valley Railways to increase capacity, lay more tracks, and transfer cargo ASAP. ICDCI looks at RVR as a long term investment, but they hope to get return on the investment within 4 years. They own 10% of the company and will acquire another 10% from IFC over the next four years.

Communications
- Zain will increase share capital by 75% (raising $4.5 billion) from its Kuwaiti shareholders for expansion in Africa. They are already advertising to put up base stations and adding dealers in Kenya
- good to know Econet has the most subscribers in Zimbabwe.. That’s an ARPU in millions?

Dividend cycles
how long goes it take some NSE companies to pay declared dividends?

One month: Standard chartered (interim), Kenol (interim)

Two months: Barclays, BAT, Olympia

Three months Crown Paints, TPSEA (Serena), Jubilee, Nation Media, Total, HFCK, Diamond Trust, Pan Africa, NIC, Standard Chartered (final), Bamburi (interim)

Four months: Centum (ICDCI), Standard Newspapers, Access Kenya, Eveready, Bamburi (final)

Five months: Kenya Re, Kenya airways, Express, Rea Vipingo

Spotlight on foreign investors

after Morgan Stanley & Safaricom

Rift Valley Railways: This week as the patience of the governments of Kenya and Uganda reached new highs, local stakeholders finally got rid of the managing director. More stories are now coming out on the (lack of) financial strength of the backers of the railway. The East African newspaper has (consistently) had the best coverage of the railway management over the last two years.

About a year ago, the former MD gave a talk on the difficulties he faced in reviving the railway and the way forward for the 25 year program.

Tiomin is another ‘foreign investor’ who never had financing that was sufficient enough for them to launch their operations in Kwale, even after the government and the courts gave them go ahead

Zain is the new brand of the former Celtel Group that is expanding all over Africa. But according to their group financial results for the half year, Kenya is the only African country where they did not gain subscribers over the last year. At June ’08, Kenya had 1.9 million subscribers compared to 2.4 million in June 2007. Compare that to Uganda 1.8m (up 100%) and Tanzania 2.8m (up 48%). Half year revenue and loss was $79.4 million and $26.4m compared to %100m and a loss of $4.2 million at the same point in 2007 Safaricom is blamed for defending their market turf

Google have bought into Mobile Planet a leading local provider of value added mobile services (and also a Safaricom partner).

Safaricom 7s

Safaricom IPO Day 24: Commentary - Strong market rebound. Someone is buying everything up below 7.00. We have based out. Deals 3,070 Turnover 305.67 million [$4.63 m] Average 6.94 High 7.00 Low 6.80 Last7.00 Volume 44 million shares Commentary and data from Rich.co.ke - NSE data vendor [with Free real time prices between 0930 -1500]

End of day : 64.65 million Shares, closing at 6.95 (up 2.2%)

Celtel Kenya gets a new CEO (7th?) [Rene Meza from Paraguay] as Celtel wins an award for best telecoms operator in Africa at the 2008 Business in Africa Awards held in London.

Rift Valley Railways gets two new shareholders [Prime Fuels and Mirambo Holdings]. Meanwhile both Kenya and Uganda governments are getting impatient and workers went on strike [they have now just got their June salaries]

The Vision 2030 Delivery Secretariat is seeking - director general, directors [social & political pillars, enablers & macro, economic pillar, and Strategy, marketing, empowerment and communication] chief officer [monitoring and evaluation] officer [project finance] project accountant, executive secretary. apply to psplanning@planning.go.ke by 31/7

Business Briefs – May 24

most from the papers this week

Strathmore to train entrepreneurs: Strathmore University has launched an Enterprise Development Centre (SEDC) to train entrepreneurs in management of SME's. This will be done through a six month certificate program in entreprenual management that covers, among other aspects, taxation & law, financial recordkeeping, managing HR, business planning, risk management, diversification, capital budgeting and excellence in customer service. It will use locally developed case studies and also provide networking opportunities and access to service providers through a business club.

ARM split: Athi River Mining intends to spin off its cement, and mineral & chemical operations into two wholly owned subsidiaries;
- ARM Cement Limited – who will continue with the manufacture and sell cement and limestone – (the new Kaloleini factory will be transferred to the subsidiary)
- ARM Minerals & Chemicals Limited – who will produce minerals and sodium silicate building products – (the Athi River factory will be transferred to the subsidiary)

Invest in Uchumi: Gearing up for a revival is Uchumi Supermarkets whose Receiver Manager has places an international tender for financial firms who will assist in the for (i) pre-qualification of financial bidders and (ii) selection of winning bids to become strategic equity partners (new investors in Uchumi). D/L is 6/6

Milky at NSE?: Preparing for a possible listing at the Nairobi Stock Exchange is New KCC who published their financial accounts this week for the year ended June 2007, which showed that they had exceeded the performance over the previous 18 month period; New KCC had assets of 4.7 billion shillings (up from 4.0b in 18 months to 06/2006), turnover of 4.5 billion (compared to 4.9b) and a pre-tax profit of 284 million (compared to 350 m) – after paying over 2 billion shillings to dairy farmers. Meanwhile Sameer is making dairy waves in Uganda

Derailment?: Rift Valley Railways in trouble with the Governments of Kenya and Uganda over the performance of the railway concession. Last year it appeared they had turned the corner in terms of performance.

FYI: You can track NSE shares in real time for free at Rich.co.ke

Kenya Railways (now RVR)

Besides planes, I am to a lesser extent a train buff who took many trips by train from Nairobi to Mombasa as a kid. During school holidays the overnight train ride was one of my greatest treats. It used to take 12 hours going through the dark countryside, waving at people, counting train cars, and memorizing stations. Later we’d have a good dinner and go sleep when it got boring to wake up in the morning, glad to have put the man eating lions of Tsavo behind us. A full breakfast in the dining car would then set the mood for more watching – looking out for for the first coconut tree, smell the ocean (and then Changamwe) before finally getting to the Mombasa station where my uncle would be there waiting to take us to Kwale for the rest of the holidays.

Needles to say Kenya Railways corporation became a run down shell that is another story in itself. I’ve read enough stories of passengers stuck in the bush when trains break down or derail. Anyway will probably hear u from another tip so . so when the Institute of Economic Affairs invited Mr. Roy Puffet, the MD of Rift Valley Railways I was briefly there to hear what was said

Some snippets (I was late to the event) \

New start: RVR is a 25 year concession between a consortium of companies and the governments so Kenya and Uganda.

RVR got off to a start in November 2006 and suffered 61 derailments that month. They have since slowed down all their trains as a measure to contain such incidents. They now average 10 – 12 incidents a month - from a combination of equipment, railway and human failures (including sabotage)

Financial & investment: So far the consortium has invested about $18 million The shareholding is 70% foreign (Sheltam, and an Australian company) and 30% local (Transcentury – 20%, ICDCI – 10%) and some financing was sourced from the IFC.

Some attendees later asked why Kenyans were not given a chance to invest in the company (like the Kengen IPO) to which the MD replied that there were not a lot of investors rushing to build railways in Africa (only 2 groups bid for the concession) .

Equipment: RVR inherited 174 locomotives from Kenya (55 were working) and 44 from Uganda (25 operational) . also 46% of the 7,000 wagons were usable.

They have focuses n getting a working fleet going. This has entailed reducing the fleet to contain only trains in good condition and they also got back 5 locomotives from Magadi soda. Fleet repair is slow as the company faces a lead time of 8 month for locomotive spares.

Their workshops were run down, with no tools or equipment, and many of the sheds had long been taken over by other businesses. The remaining sheds had leaking roofs, and when it rained they had to stop maintenance work for fear of electrocution.

Railway: Demand from china for steel has driven steel prices through the roof. There are few companies making railway parts (and African countries have a different railway size) so it takes about 8 months to deliver (they have to order 4,000 tons at a go) which is expensive. One engineer (from the UK) at the talk said that such a railway would be shut down with all the incidents if it was in Europe - the MD replied probably true but this was the state of things. He added that new rails were be laid on the Mombasa - Nairobi line after which the older ones will be taken out and used for other upcountry lines.

They will also close some stations (there are 50+ stations between Nairobi and Mombasa) and have installed communication's and tracking systems on all trains and stations

Operations RVR have done quite well since they took over in November 2006 and move about 200,000 tons per month. While this has not changed much in volume from before the concession, they are achieving this with two differences (i) they are using a smaller fleet (ii) and they are collecting more revenue (from increased efficiency & reducued corruption in revenue collection) – about $6m a month. Their volumes dipped in December and April following flooding from the rains. The MD mentioned that they now take between 4 – 7 days to move cargo from Mombasa to Kampala – from 20+ days before, though some members of the Kenya Shippers Association disputed that there.

Other stakeholders
Employees those not retrenched by the company are all being retrained in safety and modern railway processes

customers While there have been complaints about the slow movement from the Mombasa port (including by the Kenya Ports Authority) , the MD said that 50% of the 14,000 containers at the Mombasa port don't have proper documentation.

He added that business people were contributors to this i.e. as a result of the past railway inefficiency, companies had taken to using railway train wagons at Mombasa as extra storage facilities. But when the railway movement improved, and cargo was now moved upcountry, the same businessmen took their time to offload goods, creating more congestion.

They have tried to contain prices and their charges ($0.05 per ton per km) compare well with , truck cos taken ad of rail inefficiency to jack up prices

Passengers & commuters: they will run commuter train services (in Nairobi) for 5 years, but this is one thing none of the bidders for the concession wanted to continue running – as it is a loss maker.

Kenya railways : The corporation still exists and will oversee the concession on behalf of the government of Kenya, while also maintaining a register of railway assets. The corporation still has a great burden from the past – illustrated by Kshs 31 billion of debts (about $600 million). Including a 12 billion pension deficit. They hope to use land sales to pay off their employee (and perhaps supplier) obligations while also talking with the governments to waive some debt. They have also received 1 billion shillings form the world bank to resettle some residents in Kibera who live/work too close to the railway line (but this plan/financing is already 1/ ½ years behind schedule)

summary
The MD mentioned that there was a lot of expectations about the now concessioned railways – some of which were not close to being realistic. He also added that they had fewer customers as a result of the slow uptake by the concession, but added that RVR had no regrets and that the governments of Kenya and Uganda were very supportive.

So, a rough but promising start by the company who now say they have enough locomotives working to achieve their 5 year targets. Will they be a celebrated success like Safaricom? We'll know in a few years.

KPLC unbundled

A new company will be spun off from the Kenya Power and Lighting Company once PricewaterhouseCoopers complete a review and formulate a balance sheet for the new transmission company.

RVR shutdown: Kenya Ports Authority has ended a contract with Rift Valley Railways for non performance. What ails the company that has invested so much in new trains? Well the actual railway is still run by Kenya railways who have not seen any significant investment in years (but who have just advertised for a new MD)

Other Madaraka Jobs
most from the papers

Aureos Kenya a private equity funds is seeking investment professionals. Apply by
20/6 the managing partner at 43233-00100 Nairobi.

British airways: Trade sales manager east Africa, Corporate sales manager East Africa. Apply to hcapjobs@wananchi.com by 8/6

Investment Research Consultants at Kaimana Consulting to evaluate investment opportunities in the emerging markets of Eastern Africa. Apply to jobs@kaimanaconsulting.com.