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Zimbabwe economic insights:highly recommended reading

Imara Holdings, a pan African investment banking organisation with an asset management division managing funds across Africa, and with offices in Harare, provide some really insightful research into African markets. Especially for Zimbabwe. This is some of their best stuff.

Investment Notes – July/August 2010 – “Lies, Damned Lies and Statistics!”

    In recent weeks we have read reports from the IMF and heard the Mid-term review from Finance Minister Biti. In recent months we have also heard from companies operating on the ground in terms of their current sales and future intentions. We therefore find it hard to understand why both the IMF and Government are being as cautious as they are. That said we are pleased that they are not being overly optimistic as past Governments have tended to do. Nonetheless their views give a rather sobering view of the economy rather than an upbeat and exciting outlook for a country barely in its second year of reform that we would rather take.


    The IMF believes that the Zim economy is just over $5 billion. We are not sure as to where they got their figures from but we assume it is based on CSO data and their own estimates. They do however point out that “Data have serious shortcomings that significantly hamper surveillance due to capacity constraints”. In past Investment Notes we have been skeptical about such a number. Zimbabwe’s $5 billion economy compares with $14 billion for Zambia, a country with a similar sized population. In the past, and before the “lost decade”, Zimbabwe’s economy was always around 50% larger than Zambia’s as our agriculture, tourism and manufacturing sectors were always much larger whilst Zambia’s copper mining industry was still recovering from years of neglect. Indeed, had Zimbabwe continued on its growth path that it began from the mid 1990s, its economy today could well be a $25 to $30 billion economy. But it didn’t and it’s not!


    In this month’s Notes we will be looking at what is happening on the ground to assess whether the $5billion is reasonable or not. We start by looking at Zambia. Taking both major breweries in Zambia (owned also by SAB), in the year ending March 2010, they sold a combined $230 million worth of beverages (at higher prices than in Zim). This compares with Delta that sold $324 million in a year when they could not meet demand. That could imply that the Zambian breweries may not have such a tight control of their distribution thereby allowing in competition from imported product. Or it could mean that Zimbabweans simply drink more…or importantly can afford to drink more! At the same time, Zimbabweans are due to spend around $500 million using Econet’s mobile phone network in 2010. Zambians are spending only around $280m on their major network provider Zain (who no doubt charge less than Econet!). Innscor will soon be reporting their June 2010 numbers. We would not be surprised if  the amount of spend that Innscor is receiving domestically from fast foods, Colcom, National Foods and Spar will take the combined spend for just these three companies alone to well over $1.1 billion in 2010. Whilst the latter company is also selling imported product, it does give an indication of the current spending power in Zimbabwe just one year after dollarization. According to the IMF and Government Zimbabwe’s GNP per capita (ie economy per head) is US$450 which compares with Zambia at US$1,200 per head. The spending patterns in both countries alluded to above would suggest the opposite!

If we look at Zimbabwe’s major exports being generated by the mining, tobacco and cotton sectors in 2010, we also see an upbeat picture. Gold production is estimated by the Chamber of Mines to be around 7.5 tonnes in 2010 compared with 5 tonnes in 2009 and 3.5 tonnes in 2008. That’s a 50% increase over the year when gold prices have reached new highs. The value of those exports should be roughly US$250m. Zimplats this year will produce around 180 million ounces of platinum plus 160 million ounces of rhodium and palladium. The value of those combined is roughly $500million. Then Anglo’s Unki mine starts to sell its concentrate in the last quarter of 2010 adding to these numbers whilst Mimosa should add around $200million. In addition Zimbabwe is exporting chrome and coal and may even see ‘official’ sales of diamonds from Marange in the second half of 2010, adding to the diamond exports from Rio’s Murowa mine and River Ranch. Murowa is due to sell $30m in 2010. In the first half of 2010, the Mid-term review suggests, the value of shipments from platinum, ferrochrome and gold alone was $550 million. For 2010 as a whole a number nearer $1.2billion could be achievable for these minerals although we would expect more.


    In agriculture, the tobacco crop has been revised up on a number of occasions whilst the global price for our Virginia tobacco has been high due to global demand, especially Chinese. The export value of semi and processed tobacco could reach $500million in 2010, twice the amount of 2009. The cotton crop is up 18% whilst the cotton price is also higher than in 2009. The value of lint should be $200million in 2010, an increase of 60% on 2009. Thanks to the investment by Tongaat Hullet in Hippo Valley and Triangle over the past year, sugar output should jump by 24% in 2010 to 350,000 tonnes. Maize production in Zimbabwe has also increased in 2010 whilst the price has fallen sharply on World markets. The cost of importing maize should therefore be less than $100 million although the donors often fund a part of this and the cost to Zimbabwe could be lower still. Overall agricultural exports in 2010 could surpass $1 billion.

    So excluding manufacturing and tourism, exports from agriculture and mining might top $2.3 billion or higher in 2010. That’s a bigger number than the IMF forecast that includes manufacturing exports. We have not analysed Zimbabwe’s manufacturing exports for these Notes but believe that longer term, Zimbabwe’s export growth will come from mining and agriculture rather than manufacturing production. That said there will always be a place for Zimbabwean manufacturers who produce niche products that can compete regionally and globally. Sadly, long gone have the days when we can or should try to compete with large scale production from China and India in mass market products.


    In the construction sector, PPC Cement has capacity to produce 700,000 tonnes of cement, a level that can be increased with clinker imports from SA. Lafarge Zim produces 450,000 tonnes, plus 350,000 tonnes of clinker. Meanwhile Lafarge Zambia’s new plant produces 1.23 million tonnes a level that easily meets Zambian demand. Zimbabwe’s cement demand is set to rise strongly as demand for housing and infrastructure increases. Investment projects announced so far by the mining companies include those for Zimplats ($445m) and Rio Tinto for Murowa ($300m). AngloPlats are also investing heavily in Unki. Recent tenders published in the newspapers highlight the amount of works about to go into housing and infrastructure for such projects.


    Meanwhile the financial sector has seen deposits rise from $700 million a year ago to $1.9 billion today, a growth of 167%. Year to date the growth is 40%. As a result liquidity and lending is slowly picking up. Just as we are seeing globally post the credit crunch, credit and bank loans are hard to come by. The banks themselves will admit that the cash in circulation and held by individuals could be substantial relative to the deposits in the banking system such is the mistrust in the banking system on the one hand and the size of the informal economy on the other. In some African countries the informal economy can be the same size as the recorded formal economy. Looking at Zambia again, bank deposits at the end of March totaled $1.6 billion in kwacha deposits plus another $1 billion of forex deposits, little higher than Zimbabwe today!


    The Mid-term review also gave some upbeat data. Tax revenues in the first six months of the year were 12% above target with Vat receipts 9% above budget. PAYE was 22% above budget and 290% above that raised twelve months before. This also explains in part why consumption is strong year on year. Corporation tax is also 54% above target. Overall revenue earned was $931million whilst expenditure was $813million thereby following the Government’s cash targeting. Overall budgeted expenditure for 2010 is being held at around $2.25 billion which we believe might be nearly 50% above 2009. (the year of transition makes this comparison difficult). It would appear though that most of this revenue will be generated from local sources rather than by the “vote of credit” assumed in December’s budget.


    Our sources are primarily those on the ground ie the operating companies, rather than the Government or the individual Ministries. We share both the Finance Minister’s views and that of the IMF that the data is poor hence the revamp for the Central Statistical Office that is soon to be implemented. We wonder for example whether the mobile phone industry that barely existed ten years ago is even recorded in the statistics, or for that matter platinum! An economist who relies on Government statistics will find analysis tough. The Mid-term review reduced Government’s economic growth forecast from 7% to 5.4%. The IMF revised it’s down to 2.2% as they are concerned about Zimbabwe’s exports falling far short of imports. Surely not! We remain totally unconvinced and further don’t believe that the underlying number used for the economy, being $5 billion, is correct. As we saw in last year’s December budget, the Government revised up the size of the economy from $3.5 billion to $5.1 billion but with barely a corresponding uplift in the growth rate! We would not be at all surprised to see a similar ‘re-rating’ occur in the future. Last year we suggested that the economy is more likely an $8billion to $10 billion one. We stand by this and suggest that it might in fact be much bigger once the informal economy is included. That makes the current stock market capitalization of $3.5 billion look very cheap especially given the broad sector coverage of the economy that the Zimbabwe Stock Exchange provides investors. The Zim economy is pumping !

John R Legat | Chief Executive

Imara Asset Management Zimbabwe (Pvt) Limited

Block 2, Tendeseka Office Park, Eastlea

Tel : +263 4 790090, 790280, 790304

Fax: +263 4 791875

Website : www.imaraholdings.com

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Afribank plc Nigeria manipulated their 2007 IPO

I had a brief look on the Afribank website to see if they had any public statements on their commitment to good corporate governance. They did not. Another article from the www.BusinessDayonline.com, a media firm in Nigeria sets out the details. Good stuff.

The Securities and Exchange Commission (SEC) yesterday accused Afribank and its senior executives of manipulating the bank’s December 2007 public offer in an elaborate scheme that was deliberately designed to buy back its shares deceive the market.

In doing this, SEC said Afribank contravened the Investment and Securities Act 2007. It also alleged that Afribank also perpetrated a fraud in connection with the purchases and sales of Afribank shares. A statement issued by the SEC last night said : “Afribank made a Public Offer (“Public Offer”) that closed in December 2007. After the Public Offer, Union Bank advanced credit facilities to three stock broking firms, Fidelity Finance Limited, Spring Capital Limited and Falcon Securities Limited, and three subsidiaries of Union Bank Union Trustees, Union Assurance, and USL Nominees.

“These entities bought Afribank shares in the names of 1,258 subscribers, which accounted for 66.4% of the public offer. Subsequently, all six (6) entities repaid their loans to Union Bank, using funds made available to them through four (4) Afribank related entities and subsidiaries. Then on the instruction of the Afribank MD, the Afribank shares held by the 1,258 subscribers were consolidated to reflect beneficial ownership of nine (9) companies owned by the Bank and its directors in a total of fourteen (14) accounts.

“These actions are alleged by the SEC to constitute false trading. False trading is prohibited by the ISA in provisions that prohibit activities that may create a false or misleading appearance of active trading by engaging in the purchase or sale of a security that does not involve a change in the beneficial ownership of the security. Also allegedly violated is the general fraud provisions that prohibit the employment of a device, scheme or artifice to defraud that would operate as a fraud or deceit on any person in connection with the purchase or sale of a security”.

The below listed seventy-one entities have been sued in court for their varying roles and responsibilities in the above alleged schemes.

Falcon Securities Limited

•Peter Ololo

•O.j.a. Idudu

•T.g. Ogisi

•S.a. Otegbola

•Matthew Udueho

•J.t. Ogbeha

•F. Nesiama

•Eric Nwobi

•Lucky Oghene-omoru

•Fidelity Finance Company Limited

•Osa Osunde

•Philip Emioma

•Queen Esther Erediauwa

•Jimmy Evbuomwan

Afribank Nigeria Plc

Afribank Capital Markets Limited

Afribank Registrars Limited

•Ail Securities Limited

Afribank Trustees & Investments Limited

•Asset Management Nominees Limited

•Union Bank Plc

•Sebastian Adigwe

•Osa Osunde

•Ashim Adebowale Oyekan

•Bala Zakariya’u

•Chukwuemeka Okwosa

•Anthony Adaba

•Jibrin Isah

•Chinedu Onyia

•AIsa Mohammed Zailani

•Henry O. Arogundade

•Roberts Orya

•Ben Nwoji

•J.d. Lawuyi

•Usman Zarma

•B.m. Wali

•Ndubuisi Osakwe

•Adewale Adeniji

•Chester Ukandu

•John Maha

•Bidi Umeh

•Jooji Tor

•Adetayo Ogunbajo

•Ola Ifezulike

•Henry Agunbiade

•Dayo Afolabi

•Umar Suleiman

•Oladapo Malomo

•Nathaniel Ottio

•Abubakr Rajab

•Shehu Usman

•Abubakr

•Ahonsi

•Lawrence Idowu

•Pac Capital Markets Limited (formely known Asspring Capital Markets Limited)

•Chris Oshiafi

•Anthony Adeniyi

•Mike Chukwu

•Tolu Fadahunsi

•O. Unebu •Tony Ezenna

•Cosmas Maduka•Union Capital Markets Limited

•Niyi Opeodu

•Ibrahim Gobir

•Tunde Yamah

•Salihu Ehimeakhe

•Ebenezer Emeruem

•Mohammed Adburaham

•Olatunji Olutola

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Nigerian Stock Exchange governance sets bad example: + they are broke

The absence of reporting by the NSE mirrors that of listed companies:- not reporting to the SEC the 2010 figures. As a member of the general public we can’t access the NSE’s 2008 figures let alone 2010. I am assuming that the figures in between have been submitted to the SEC and the SEC has not made them available to us. The article below states that the NSE has earned approximately US$280m over the past four years – I personally cant believe that this is correct given the extent of the amount. If this is true I also cant believe that none of this money has been used to put effective information dissemination practices in place. I would not be surprised if the extent of the earnings of the NSE were as a result of charging everyone in Nigeria for access to the NSE website – say 600,000 people @ US$120 per annum = US$72m – makes sense!! I am in the process of paying my US$120 so that I can get hold of information that I should have access to for free anyway.

In a way the absence of reporting can / should always be construed negatively. Those with nothing to hide can spend a few dollars and communicate with their shareholders and stakeholders and those that are hiding can hide behind poor communication and hide what they are up to. They say that communication and information is the “life blood of markets”. How true.  Now to more Nigerian scandal:-

The article below appears in Business Day, a Nigerian media firm.

FRIDAY, 30 JULY 2010 01:19

An opportunity appears to have been opened for the Arunma Otteh-led Securities and Exchange Commission (SEC) to push its agenda of full regulatory oversight following a fresh allegation of financial impropriety against the management of the Nigerian Stock Exchange (NSE) which grossed a hefty N42.2 billion income in four years. The SEC is in possession of a strongly worded petition sent by Aliko Dangote, a very senior council member of the Nigerian Stock Exchange, that could force it to open investigations into the finances of the Exchange, and test Otteh’s resolve to ensure that SEC performs its market regulatory role effectively.

On Tuesday, an academic and member of Central Bank of Nigeria’s Monetary Policy Committee, Doyin Salami, expressed concern over regulatory slacks in the market, challenging SEC to begin to bite to bring corporate governance sanity to the market, especially its managers.

A SEC source said the petition appears to express deeper concerns over cthe financial management and health of the Exchange, particularly what he described as “corporate governance and transparency challenges” in the financials. Independent investigations yesterday revealed that the Exchange’s auditors had raised a 20-point query over the 2009 accounts and have, therefore, refused to sign and pass them, as satisfactory answers to the query are yet to be provided by NSE management.

In the petition seen by BusinessDay, the NSE management is accused of not presenting to the council or members the audited accounts, seven months into the current financial year. It is also accused of “not presenting to the Finance and General Purpose Committee, interim financial statements for the first and second quarters of 2010.”

The petition is anchored on three planks namely: the expenditure pattern of the NSE; the Excahange’s inter-company and associated companies’ investments; and a huge pension hole in its pension scheme.

“In the last four years (2006 – 2009), the Nigerian Stock Exchange grossed a total income of N42.2 billion with a surplus of only N5.6 billion, representing 13 percent growth over the four year period. “Careful review of the expenditure shows major cost elements are salaries, pension, travel and marketing. At the end of 2007, NSE had a cash position of over N9 billion and as of today, the Exchange is in deficit and is unable to meet its obligations as and when due,” Dangote said in the petition. With regards to inter-company and associated companies’ investments, the petition stated that “current inter-company balances with inter-company/associated companies amount to N3billion, which have been built over a period of years. Similarly, investment in such companies is now in excess of N1.3 billion without any commensurate return being accounted for.”

Dangote also said the pension scheme of the NSE was in trouble as a result of poor management, requesting that the scheme should be “urgently audited to gain a thorough understanding of the extent of the liability of the Exchange. “For instance, I am aware that in the 2008 Accounts, there was an actuarial valuation done which presented a deficit funding of N2.6 billion. A decision was made at that time to amortise this amount over a five year period,” he said in the petition.

He also claimed that out of the funding of the NSE pension, more than N423 million was with a named insurance company, but that the existence of the funds was yet to be ascertained. The petition suggests that the NSE is in financial crisis as it is running behind in meeting its obligations to clients and suppliers, expressing serious worry that the “NSE is currently experiencing financial difficulties mostly arising from undisciplined spending and financial imprudence exhibited by the management of the NSE,” said Dangote.

The petition, dated July 21, 2010, was signed by Dangote, the Forbes Magazine-listed billionaire cum entrepreneur and longstanding member of the Exchange, whose election as president of the Council had been affected by a March 12 court ruling.That ruling is currently being appealed, with another case for the discharge of the ruling also pending, Dangote’s lawyer, Ricky Tarfa, said last week.

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New Zimbabwe securities laws

This was obtained from www.newsday.co.zw and the original article was posted on July 22, 2010. We are obtaining the SI 100/2010 and will provide some news in due course. The charges and levies of capital markets players are payable during the absence of an economic  upturn and improvement in Zimbabwe’s capital markets, which markets, in return, rely on political and economic certainty from the people that set these rules and regulations in the first place.

“The Securities Commission of Zimbabwe (SEC) says it will be introducing 11 more rules and regulations to tighten its regulation and surveillance of local capital markets with emphasis on compliance and transparency.

The initiative is part of Zimbabwe’s preparation for Sadc’s securities convergence in two years, a process in which Zimbabwe Stock Exchange (ZSE) and SEC chief executive officers are taking part.

The new measures aim to expand the current set of rules covered by Statutory Instruments (SI) 100/2010, which put into force the Securities Act of 2004 repealing the ZSE Act.

The Act became operational in 2008, the year the commission was apointed.

Willia Bonyongwe, SEC chairperson, says the envisaged rules seek to develop a code of conduct for corporate governance, set the criteria for accessing the investor protection fund set up last year and develop a clear complaints procedure.

The general regulations will also widen the current framework for integrated reporting and disclosures, set the qualification criteria for traders and broaden the requirements for listing, licensing, business conduct, safety of custody, corporate governance and rules of the stock exchange, among other goals.

SEC proposes regulating the number of minimum shares that go to the public for firm that intends to float an initial public offering. The regulatory body is still consulting key players comprising securities dealers, brokers, the Zimbabwe Stock Exchange (ZSE) and pension funds to develop a draft, which would be gazetted into law with the approval of the Ministry of finance.

The initiative also aims to bring additional players under SEC, including asset management companies and securities custodial services, both of which are currently under the jurisdiction of the Reserve Bank of Zimbabwe. This should happen “within the next 12 months or so”, according to Bonyongwe.

“We want to take a look at what is happening in Sadc and look at look at ourselves in the light of that,” Bonyongwe said. “The Securities Act charges us to regulate each area and come up with rules.”

“Brokers did not participate much in the development of the current set of rules. I hope it will be different this time.”

“We want to regulate the market based on where we think the market should be going.

The buzz word everywhere is compliance and transparency. Everything is our business.”

SI 100/2010 laid out specific rules that put the Securities Act of 2004 into force. The statutory instrument sets out provides for criminal and civil penalties for offenses such as insider trading, market manipulation, fraud and financial crime and the fees and levies for securities dealers and authorised brokers, making a clear distinction between a dealing firm and a licensed broker.

It also provides for the establishment of a Centralised Securities Depository.

The Securities Act deals with licensing requirements for market participants, the registration requirements for securities exchanges and the corporate governance framework for licensed players. Under the new structure, the ZSE will no longer be self-governing, but would be registered and licensed by SEC.

Its role would be limited to the supervision and monitoring of the trading process to ensure transparency, including forestalling manipulations of the market at the first level.

Every broker registered under the repealed ZSE Act is deemed a licensed under SEC, but all prospective player would have to apply.\

The deadline for registration and licensing is December 31.

The fees set by SI 100/2010 are as follows:

• Securities (dealing firm) licence $8000

• Securities (dealer) licence$2000

• Securities (authorised dealer) licence  $2000

• Securities (client liaison) dealer $1000

• Securities (transfer) licence $2000

• Securities (trustee) licence $1000

• Securities (custody) licence $1000

• Securities (investment advisor) including journalist $ 2000

• Securities (investment management) licence$10 000

• Securities (multiple) licence $10 000

• Securities (dealing firm )licence $3000

• Securities (dealer) licence$1500

• Securities (authorised dealer) licence $500

• Securities (client liaison) licence$500

• Securities (transfer) licence $1500

• Securities (trustee) licence $1000

• Securities (custody) licence $1000

• Securities (investment management ) licence $3000

• Securities (multiple) licence $4000

• Securities levy of 0.18% of total transaction consideration

• Investor protection levy charged at 0.05% of total transaction consideration

• Securities levy charged at 0.5% of monthly gross income

• Securities (investment management ) company levy charged at 0.5% of monthly gross income

• Securities (investment advisors) company levy charged at 0.35% of gross income for the month

• Corporate Action levy charged at 0.1% of gross amount raised through sale, charged monthly.”

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SEC Nigeria fails to disclose financials

The Nigerian SEC website announces

“It is with great pleasure that I forward to you, the Annual Report and Accounts of the Securities and Exchange Commission for the year 2008″

and then provides a link to a document which provides a myriad of market statistics in the form of an annual report. The report refers to the annual accounts on page 57 which do not appear on page 57 or anywhere else. The statement immediately below the announcement of the availability of the SEC’s annual report and accounts states:-

“This is to remind the under listed Public Quoted companies and others who may not have been listed but have their financial year end as December 31st and whose securities are traded on the floor of the Nigerian Stock Exchange that they are due to publish their quarterly financial reports and file same with the Commission on or before 30th April 2010″

The Nigerian SEC’s Vision Statement is to be “Africa’s leading capital market’s regulator”.

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A sober report that African markets have not yet recovered
Imara, a pan-African corporate advisory, securities trading and asset management company released their results today. Imara’s commentaries be them from asset management or the group always provide an interesting insight into African markets. Imara’s annualreports are available here. Herewith an extract of their commentary on their results to 30 April 2010 below:-
Our performance this year is a sober reminder that African capital markets have not yet fully recovered from the impact of the global crisis and in hindsight the period under review has been difficult to accurately forecast. Although, the Group remains resilient, our headline results are disappointing. Revenue declined by 9% to P92.8 million, whilst attributable earnings decreased by 96% to P246 765. Although the profit for the year is below expectations, the Statement of Financial Position has strengthened with cash and cash equivalents improving by P21,89 million to P123,4 million with no borrowings.
This creates a strong foundation for a more profitable company going forward. In this respect, we have been able to protect shareholder wealth with shareholders’ equity having grown by P 8,64 million during the year.
In addition, we have been able to contain operating expenses in a difficult trading environment. Operating expenses have been contained to P82,27 million, almost P200 000 lower than the previous year. Although not apparent in this announcement, our core divisions of Stockbroking and Asset Management have generated strong revenue streams and funds under management have recovered significantly. Unfortunately, this improved performance has been partially reversed by a poor performance in the Corporate Finance division, which is partly attributable to timing issues on significant mandates which could not be closed in the year under review. However, these have now started to come through, and in addition, the group will benefit from the cost cutting measures taken in this division during the second half of this year. On the positive side, the Imara Funds have continued to grow with good inflows coming through and limited redemptions. Asset Management South Africa has become profitable this year and the flagship Imara Equity Fund SA has been well received and continues to perform well. We believe this division is now set to deliver long term growth and profitability. It is encouraging to report that income from associates has grown 12 fold to P1,92 million, a clear indication that our acquisition strategy is working and yielding positive momentum. We will continue to raise our stakes in these entities going forward with a positive impact on the Group and will continue to look for further expansion opportunities.
OUTLOOK
We remain cautiously optimistic about our future prospects. Annuity income streams continue to improve, albeit slowly, our acquisition strategy remains robust and is yielding positive returns, and the Group footprint continues to expand. Using the strong Statement of Financial Position as the spring board, we will continue to focus on improving performance in our existing footprint by extending our services and product range in individual markets, whilst also looking for opportunities in new markets. We believe the current uncertain world economies and severe slow down will continue well into 2011, so our expectation is for a quieter year ahead. We look forward to reporting better results in due course.
DIRECTORATE
Philip Gray stood down as Chairman of the board at the Annual General Meeeting of the company on 26 September 2009. He subsequently resigned as a non-executive director on 14 March 2010. Roger Matthews also retired as a non-executive director at the Annual General Meeting of the company on 26 September 2009. Lethebe Maine was appointed as a non-executive director of the company on 25 November 2009. His appointment is still subject to formal approval by Non Bank Financial Institutions Regulatory Authority (“NBFIRA”) and the application is pending.
DIVIDEND
The dividend for the year has been passed.
For & on behalf of the Board of Directors
SM Ndoro       MJS Tunmer
Chairman       Chief Executive Officer
Transfer Secretaries:
Corpserve Botswana
First Floor, Block A, Unit 3, Plot 117
Millennium Office Park, GABORONE
Telephone 393 2244: email: corpserve@info.bw

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Kenyan regulations go backwards: Nigerian regulations forwards

Consider this wording from the Companies Bill 2008 relating to shareholder communication:-

“Where the document or information is sent or supplied “by means of a website”, it is deemed to have been received by the intended recipient—

(a)       when the material was first made available on the website , or

(b)        if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.”

This all encompassing legality provides a legal exit for listed companies not interested in providing basic shareholder rights. What common law rights do shareholders have that may overrule this sort of requirement? Will companies honestly adopt this as an easy exit?

In the US the Shareholder Communications Coalition is an advocacy organization dedicated to improving the ability of individual investors to vote their shares and communicate with the publicly traded companies in which they invest. The Coalition also seeks to educate individual investors about their rights as shareholders and the importance of participating in corporate elections. Efforts are underway to restore the direct communications links between shareholders (yes each one individually) and listed companies. The same is happening in Nigeria where corporate governance failures in public capital markets have crippled a nation.

Kenyan regulators are not taking a long term view. Not concentrating on the corporate governance issues.

Is anyone aware of any other Nation that has similar shareholder communications legislation?

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US$1m reward given by the SEC for insider trading info

I like following the SEC in the USA for a number of reasons: they are active and progressive on a number of fronts, not least of which is that its easy to follow what they are doing. Shareholder education and active regulatory intervention are the parts that interest because niether are prevalent in the majority of African markets. And they should be. Anyway herewith the latest article lifted from their website notified to me by “push technology”.

“The Securities and Exchange Commission today announced the award of $1 million to Glen Kaiser and Karen Kaiser of Southbury, Connecticut, who provided information and documents leading to the imposition and collection of civil penalties in SEC v. Pequot Capital Management, Inc., et al. This is the largest award paid by the SEC for information provided in connection with an insider trading case.

The SEC staff previously investigated alleged insider trading in Microsoft Corp. securities by hedge fund adviser Pequot Capital Management, Inc., its chief executive, Arthur J. Samberg, and David E. Zilkha, a Microsoft employee who accepted an employment offer at Pequot, but closed its investigation without action. In late 2008, Karen Kaiser, the ex-wife of Zilkha, and her husband, Glen Kaiser, discovered key evidence that ultimately led to the filing of a settled enforcement action against Defendants Pequot and Samberg alleging they engaged in insider trading. Among other documents and information the Kaisers provided the SEC was a key email communication between Zilkha and another Microsoft employee that was not turned over to the SEC in the first investigation. Without admitting or denying the allegations in the SEC’s complaint, Pequot and Samberg consented to the entry of injunctions and orders requiring the payment of civil penalties totaling $10 million (as well as the payment of disgorgement and prejudgment interest totaling over $17 million and an investment advisory bar as to Samberg and censure as to Pequot).

The SEC approved the award earlier this week pursuant to Section 21A(e) of the Securities Exchange Act of 1934, which authorized the Commission, in its discretion, to grant an award of up to 10% of the penalties paid in a case to a person who provided information leading to the imposition of those penalties, but only in insider trading cases. That provision has since been repealed by the Dodd-Frank Wall Street Reform and Consumer Protection Act, which added new Section 21F to the Securities Exchange Act, authorizing the Commission to award bounties to parties who provide information leading to recovery of monetary sanctions in a broader range of cases, not limited as before to civil penalties recovered in insider trading cases.

On the same day the Commission filed the settled complaint against Pequot and Samberg in the above matter, it also issued an order instituting administrative and cease-and-desist proceedings against Zilkha in connection with the conduct described above. That matter is pending before an SEC administrative law judge.

For further information, please see Litigation Release Number 21540 (May 28, 2010). [SEC v. Pequot Capital Management, Inc., et al., Civil Action No. 3:10-CV-00831-CVD (United States District Court for the District of Connecticut] (LR-21601)”

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Corporate websites in Africa – a few tips and insights

Man there is pain out there being experienced by corporates wanting new or upgraded websites. Look into this and designing and maintaining a corporate website is not that easy. They cost anywhere from zero to hundreds of thousands of dollars.

Every company has different objectives, which often require different tasks, skills and input from our side to achieve. We don’t know these up front but its important for vendors to be open and transparent – there’s a lot of skulduggery by the smaller vendors in hiding the true costs. There’s a problem if your company is driven by cost. If you just want a simple template at the lowest price without regard for delivery and quality, your website will not work and will look bad.

Many cases we come across involve a simple website re-design. Generally the content stays the same but might need some re-arranging. The usual model is that the client wants a content management system so that they can maintain their website on their own in future. We don’t like this generally since most of the companies that we deal with do not have the time or discipline to do this. So our model involves an outsourced website management service to take this hassle away. What’s involved? Let’s analyse it:-

  • Project management, meetings, and correspondence over a 3 – 7 week period
  • Research & information architecture (competitive analysis, site structure, wireframes)
  • Visual design (one design direction for a small set of templates)
  • Page coding (turning designs into HTML and CSS)
  • Implementation of a simple Content Management System setup
  • Content migration and CMS training
  • Managed website content management thereafter

Obviously, every estimate is specific to a given project, and total costs vary according to your specific objectives. This is not appreciated by the mainstream corporates – they just think we got a website – it was cheap – so it looks cheap and is cheap.

The going rate for template websites at the moment is around US$1,500 or just less and there are a few hidden costs which you will need to prod your vendor for. Like extra pages, hosting costs, SEO costs etc. Stuff that you may not be quoted for at the start. Be aware of this.

A few things you need to know about websites:-

-      The more you pay the better the product

-     DO NOT EVER APPROVE A DESIGN BY COMMITTEE

-      They always run over time and budget – way over time usually

-      If you buy a template (from most current vendors) it will not be unique and others will use it

-      If you want a unique design specifically for your company then it costs more

-      A website built for everyone satisfies no-one

-      If you want a website to use as a passive library of information re-consider your objectives. Large corporate with huge communities can have a website that generates less than 100 visits a month, 30 of which is the marketing or IT person checking the statistics – consider the meaning of interactivity – whats involved and hire a person to sort this out. If they mess it up fire them!

Before starting a specific project you need to ensure that you understand what your ojbectives are. Deal with a reputable vendor and you will get what you pay for.

Here’s a site we did.

If you’re interested in working with us for a corporate website, just email graham@africaniscool.com and we will fill you in on the rest.

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Dealing with materiality and investor decisions

Directors have an obligation to ensure that “material” information is made available to their shareholders. Determination of material information is clearly an area where judgment and experience are of great value. The US Supreme Court in TSC Industries Inc. v Northway Inc. the standard for materiality was stated as follows:-

“There must be a substantial likelihood that the disclosure of an omitted fact would have been viewed by the reasonable investor as having significantly altered the “total” mix of information made available”

The court further developed the following definition of materiality:

“Information is material if there is substantial likelihood that a reasonable investor would consider it important in making an investment decision.”

If the materiality decision is borderline the information should probably considered to be borderline and released using a broad means of dissemination. Decisions to release material information may be qualified by confidentiality and information may be withheld for legitimate business reasons, such as the benefit of the company or the shareholders, as long as no insider trades on that  information. Of course this does not mean a company can withhold “bad news” indefinitely because such information many not be beneficial to the company or its shareholders due to its effect on the share price!

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Malawi telecommunications statistics: TNM Malawi

TNM, a mobile operator in Malawi, recently released their annual report.  Here are a few extracts:-

The Chairman’s overview Subscribers and Summary Financial Results The program of network expansion continued through 2009 with an expenditure of MK4.4billion on new network elements. This included acquisition of a new switch to provide enhanced capacity and redundancy, commissioning of a further 77 BTS sites, roll out of GPRS/Edge, first to launch 3.5G services in the major cities of Blantyre and Lilongwe, electronic voucher distribution and several new value added offerings. …

Revenue, EBITDA and ARPU EBITDA margin was also negatively impacted by the cost of mitigating persistent outages of power supply and a 50% increase in the cost of subsidizing low cost handsets to increase market penetration. Nevertheless, in absolute monetary terms, 2009 EBITDA was 6% higher than that achieved in 2008. However, an increase of MK440million in depreciation charge on the company’s greatly enhanced fixed asset base and finance charges of MK115 million on local borrowings has seen net profit decline from MK1.5billion in 2008 to MK1.2billion in 2009.

Prospects and Forecast 2010 Moving into 2010, TNM continues to invest in network quality, capacity and coverage, positioning itself to further grow its subscriber base. In line with our mission statement, we remain committed to connecting the country and will continue to roll out coverage network to more areas. The 3.5G layer will be made available in more centres, thus providing subscribers with higher speed data transfer and internet access. We remain focused on increasing the subscriber base, customer retention, and revenue maximization while maintaining strategic cost control.

Download the full 2009 annual report

View the online interactive annual report here

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Imara offers consolidated African investor solution for investors
SA joins Africa in Imara’s new institutional package Imara, the Pan-African financial services group, is breaking with global
investment industry conventions by packaging South Africa with the rest of Africa for purposes of institutional securities trading.
The new one-stop African trading capability has been launched to offshore institutions by Simon Reid, Johannesburg-based head of institutional trading at Imara Africa Securities.
Imara is close to fund managers and large investors in London and New York and expects strong support. “Major international institutions diversified some time ago into African frontier markets,” said Reid, “but traditionally African markets are packaged ‘ex-South Africa’.
However, unlike most financial groups, Imara not only has a strong South African presence, but extensive on-the-ground representation across sub-Saharan Africa. “We can therefore offer a one-stop proposition that enables major institutions to trade in African securities through our desk whether the targeted markets are in Johannesburg, Harare, Nairobi, Lusaka, Gaborone or Mauritius. When the Angolan stock exchange opens in Luanda will be open there as well. “We’ve already spoken to leading international institutions and we’re confident the convenience of this approach is well appreciated and will be well supported.”  Simultaneously, Imara Africa Securities is marketing its Africa-wide trading service to local institutions to take advantage of an upsurge in institutional position-taking in African markets. “South African institutions are showing greater interest in sub-Saharan frontier markets,” noted Reid. “South African corporates have broad exposure across Africa, but major institutions have not followed suit; at least, not until now. “Imara’s research into African markets enjoys an international reputation. Our South African clients therefore have the reassurance provided by rigorous research backed by on-the-ground transactional support as we already deal broker to broker in many African markets. “These factors support the local trend toward increased institutional positiontaking in the rest of Africa. We therefore anticipate increased volumes from both local institutions and their offshore peers.”
The Botswana-registered Imara group has offices and partners in Blantyre, Dubai, Edinburgh, Gaborone, Harare, Johannesburg, Lagos, London, Luanda, Lusaka, Mauritius, Nairobi and Windhoek. Activities include asset management, financial planning, stockbroking and corporate advisory services.

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