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Why 60% of listed African companies should not be listed

The egos of founding shareholders grow with the profits of their private company. This results in the very significant decision to list the company on the stock exchange at some stage – typically as part of a mid-life crisis.

This listing process “enhances brand”, gives “a higher profile”, provides a “better rating” with the banks. The key thing for the founding shareholders is that they don’t have to give away control. They raise money from retail shareholders who participate to make a “quick buck”, irrespective of the IPO price. The expectation of a “quick buck” breeds the expectation of a “quick buck” and so stagging inevitably occurs to the ultimate detriment of the retail shareholder. Count how many IPO share prices in African markets are actually higher now, after the event.

After the IPO the egotistical founding shareholder then slips back into his old ways.  Illiquidity in the share slowly results in its share price being undervalued compared to the company’s asset value and peers. Dealing with retail shareholders and their rights, is a hassle at the best of times but more so when there are few shareholders accounting for a relatively small percentage of the issued share capital. This in turn results in low trading values, both as a percentage of issued shares and in nominal terms. Its easy to lose interest, for all of us.

Generally speaking there are no efforts by egotistical shareholders to engage their company’s shareholder base as potential customers of the business post IPO. Except, of course, when the annual report is delivered – or “if” the annual report is delivered to the minority shareholder. Some markets such as Kenya have dropped the requirement to deliver annual reports to shareholders.

Over time, as the share price declines as a result of illiquidity, and in order “grow shareholder” value, the company then embarks on a share buy back scheme whereby the company buys-out the same shareholders it sold shares to. Take this to the logical conclusion a listed company then systematically reverses the IPO process to the point where the company has to, or it “makes sense” to de-list.

The moral of the story is that directives of listed companies and potential listed companies and indeed regulators, do not provide enough strategic thought about why their companies should list and what the benefits are. “Building brand”, “better reputation” and all those cliches stand for nought unless the listing is used actively post IPO and this is where African listed company directors have their head in the sand (this is the polite version).

African capital market players need to look at what small listed companies or indeed companies that have small free floats are actually achieving by listing. A review of most African stock exchange listed companies’ websites show that the answer is “not a lot”.

Its so exciting looking at African markets’ potential until you actually see how many companies are actually “investable” – very few. This illiquidity paradox is serious.

 

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New IPO on the Zimbabwe Stock Exchange: Padenga Holdings

An investment opportunity to snap up? From 1965,  Padenga has been involved in the production, processing and sale of crocodile products. The company operates three crocodile farms on the shores of Lake Kariba in Zimbabwe producing premium quality crocodile skins and meat for export to Europe and Asia. Padenga currently supplies  approximately 33% of the Worlds demand for large high quality crocodile skins.

Padenga Holdings Limited, a public company incorporated in the Republic of Zimbabwe on 27 July 2010 is listing by way of introduction on the Zimbabwe Stock Exchange on 29 November 2010.

The listing of Padenga by way of dividend in specie from the Innscor Group seeks to provide the company with a more stand-alone identity with renewed and specific focus. Innscor directors approved the de-merger of the assets and liabilities of this division into a new public company in exchange for 541,593,440 shares in the new public company and for the dividend in specie of the new public company to shareholders of Innscor.

Padenga’s net asset value is US$28.8m at 30 June 2010 and revenues for the year ended at that date are stated at US$11.7m a year.

This is an interesting an unique investment offering. The overall growth in the luxury branded goods market is expected to double over the next decade according to Armanda Branchini of the luxury goods association Altagamma. I trust that the company will present their investment offering in an innovative and meaningful way online.

Important dates are:-

Dividend notice in the Press                        5 November 2010

Record date, Innscor register closed at 12 noon 19 November 2010

Innscor share register opens                        22 November 2010

Prelisting statement posted to Innscor shareholders 22 November 2010

Padenga share certificates posted to shareholders 22 November 2010

Padenga shares listed on the ZSE                 29 November 2010

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Bralirwa IPO – Oh the stress of managing an IPO…. (part 1)

African markets have not had an IPO for some time and the Bralirwa IPO has brought back some memories from previous transactions in which I have been involved.

It’s really entertaining watching the investment bankers in their black suits and bright yellow ties fly in from a more important place than yours to present their credentials. We’ve done this IPO, that IPO, we’ve raised US$ millions that we earn US$ millions.

All appears to go well until the most simplest of administrative tasks (VSATs I call them – “Very Simple Administrative Tasks”) is messed up. The most common error of these over-paid-good-looking-Blackberry-wielding executives (“OPGLBWE”) : not taking responsibility for the prospectus or corporate action circular printing.  There is one South-African based investment banking group that regularly messes this up and you would have thought that they had learnt by now.

We used to call these OPGLBWE the FIFO investment bankers – because they applied the FIFO method to transaction management – Fly-In-And-Fly-Out. Arrive, tell the locals how its done, bark instructions, and then back to the airport for the weekend rugby match. This FIFO method illustrated that simple things cannot be over-looked and in every IPO there’s a simple thing that is an Achilles heal.

In many of the smaller African markets the prospectus printing facilities are not as reliable as those in South Africa. So whilst the printers in South Africa can turn things around in a day or so – or a few days – they are still in South Africa. And the IPO is in a Banana Republic in deepest darkest Africa.

The captain of an aircraft has absolute say over what comes into his airplane, or what is dumped when his craft is overweight. Prospectuses are heavy. People do not understand prospectuses – especially pilots. Prospectuses also have no commercial value (even though you will find them for sale in Nairobi occasionally) and this creates a intellectual digestive problem for customs officials – how can so many books be worthless? Stop, delay, negotiate, say aaah and then proceed. In short, its not easy delivering 7,000 hard-copy prospectuses.

For any OPGLBWE managing an IPO in the deep and darkest Africa – here are my tips:-

- sweat the small things – they can bring you down

- take responsibility for all of the sub-contractors on the IPO – that’s why you are over-paid – meet them, ask what they are going to do, when, how why and don’t be scared to assert your intellectual dominance and agree what needs to be done to avoid the mess-up

- sleep next to (not with) the printer and printing machine that is going to print your prospectuses. Analyse each and every step of delivery (wrapping, distribution) and speak to the people involved. Tell them how important this is to the Nation and empowerment and the alleviation of poverty. Ask what can go wrong – because something will and its your name on the block.

- be humble, listen to the locals, engage them because they are the ones that are going to get you out of the poo!

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Bralirwa Rwanda IPO carries out pre-IPO marketing
Bralirwa’s website is www.bralirwa.com. There is no investor relations section, the last news release is 26 March 2009 the “events” and “newsletter section” is “under construction” and there is no other information on the IPO. Any ideas where one might find pre-IPO information on Bralirwa? Shareholder educational material? Seeing as this is the first IPO and Rwanda seeks cyber-country status more information should be made available online?
Tom Minney’s www.africancapitalmarketsnews.com blog recently post this article which alerted me to the commencement of shareholder education initiatives in Rwanda:-

Rwanda’s Capital Markets Advisory Council (www.cmac.org.rw) has launched a 2 weeks’ pre-offer campaign across the country to sensitize people ready for the initial public offer (IPO) of BRALIRWA. The Government is selling its 30% shareholding in Rwanda’s main beer and soft drinks manufacturer and distributor. Heineken previously bought 70%. from the Government and remains the major shareholder.

According to a report in the New Times newspaper (www.newtimes.co.rw), no date has yet been set for the IPO and discussions continue, but it is still expected this year.
The paper quotes Celeste Rwabukumba CMAC Operations Manager:”This is the first phase of the campaign and we are targeting opinion leaders, business people as the IPO take place soon.” He said that the campaign would inform the public about the benefit of buying the Government shares which are intended to benefit them.

The pre-offer campaign started in the Northern Province and will then move to other parts of the country. It will include media such as radio, television and newspapers.

After this IPO, Government is expected to sell its shares in other major companies, including MTN Rwanda and Sonarwa, an insurance company.

CMAC is the overseer and regulator of Rwanda’s stock markets. It also charged with contributing to Rwanda becoming a competitive financial centre in the region.

There is an email registration service that goes through to the Heineken website and you can view the Heineken share price. It’s unusual that a big group has enabled its subsidiary to have their own url. It’s not unusual to have this sort of website unattended to for some time. The discipline of managing a corporate website is difficult to implement.

The contact details posted on the website are:

Main
BRALIRWA S.A (Brasseries et Limonaderies du Rwanda)
B.P. 131 KIGALI RWANDA
Adress mail : bralirwa@heineken.com

Contact persons as per the website:-
Anita Munyaneza
amunyaneza@Heineken.com
+ 250 (0) 252 58 71 70

Eugene Twahirwa
ETwahirwa@Heineken.com
+ 250 (0) 78 835 01 04

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Rwanda Stock Exchange to take off

www.africancapitalmarketsnews.com run by Tom Minney is a good source of information when it comes to some of the inside news in African capitalmarkets, I recommend you sign up for his blogs. His latest one on the Rwandan Stock Exchange is shown below. The Rwandan Stock Exchange is in a unique position to ensure that their information dissemination practices are World class on day one. I look forward to it.

Tom’s blog:

“Preparations continue in Rwanda for the listing of BRALIRWA, originally said earlier this year to be coming “very soon”. It will be the first Initial Public Offer on the Rwanda Over-The-Counter stock market. Recently Government officials announced the advisers, according to a report in New Times (www.newtimes.co.rw) newspaper.
Brasseries et Limonaderies du Rwanda (www.bralirwa.com) is the only brewer and estimated to have 95% market share, as well as the Coca Cola franchise. It is owned 70% by international Heineken Group and 30% by the Rwandan Government. According to previous reports, the Government wants to sell 25% to the public and 5% to Heineken, but was examining applications to be the transaction adviser and sponsoring broker.
Government has said that advisors will be a consortium of MBEA Kampala, MBEA Security Services Kigali and Renaissance Capital of Nairobi as the lead transaction advisor. Lead sponsoring broker is Dyer & Blair Investment of Kenya and African Alliance, also Kenyan, is co-sponsoring broker.
Sanjeev Anand, the Managing Director of Commercial Bank of Rwanda (BCR) said last week that BCR will join Kenya Commercial Bank as receiving bank, although KCB is the lead receiving bank, according to the report: “Applications will be presented to BCR which will reconcile them with the funds.” He said they had won the role through bidding and on the basis of expertise: “We have the capability to do it, given our experience in preparing IPOs in other countries like Uganda and elsewhere, and we are proud to be involved in the first IPO in the country.”
So far trading on the Rwanda OTC has been mainly treasury and other bonds, with limited trading in the dual-listed shares of KCB. The Rwanda OTC is operated, developed and regulated by the Capital Markets Advisory Council (www.cmac.org.rw).”

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No web access for rural investors

In presenting to listed companies and spreading the word about progressive online shareholder communications there are always two questions that arises from the audience: “most of our investors do not have access to the Internet so why should we bother with our website?” and “nothing is happening in the company at the moment so we will wait until it does to sort out our website”.

This is my standard response in summarised points to the first question:-

  • Investors bought your shares on two assumptions: firstly, that there is a market for the shares they purchased and they can sell the shares at a reasonable price. This last point is the crux of the matter. Directors have an obligation to employ all reasonable efforts to ensure that the information to make educated investment decisions is made available. What better complementary medium than the Internet? Low cost etc.
  • It can take just one investor to change the fortunes of your company, it may be Mark Mobius or a local institution or indeed your retail shareholders. The benefits of a diverse array of shareholders is well documented in US markets and the same applies in African markets.
  • There has to be a holistic approach to a communications strategy. Employ all reasonable means to get the message out. Mix your brand message with your IR message, investors are as important as customers.
  • News of the growth in Internet capacity in Africa is coming thick and fast prior to 2010. I have recently been a participant of the roll out of mobile internet in Kenya, it is changing things significantly and quickly. Prepare now for the future.

On the second question my response is as follows:-

  • If a new website is launched just prior to a major corporate action, to whom will the website be advertised and targeted? The online media game is competitive and the mere introduction of an online presence is insufficient to get the message out in the short time span of a capital-raising. Listed companies need to have an identified audience and ensure that the very brief sight that an investor has of the website results in a registration or “opt-in” to receive information
  • It takes over a year to establish a meaningful online investor relations presence. It’s a process and not an event. Effective SOE initiatives will help but it’s the ability to establish a secure two way communications channel between every investor and you that is key. This builds a community. One off Internet events does not.

Keeping the status quo is not enough in this day and age. Corporate strategy should embrace the Internet. The tools exist and the upside is significant. It takes just one investor to make a difference to your company – perhaps he’s the guy with the computer.

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Investor relations at IPO – use the hype to create a community

I have been involved in two IPOs where our software solution has been used to great effect to identify the investors interested in our client company. African IPOs are beautiful in this respect – huge demand and interest and an amazingly strong following from the diaspora.

A few statistics of interest relating to effective online IR at IPO stage (extracted from our clients and are indicative of course):  Online IR at IPO stage

  • attracts 3 times the number of visits to your website than an established company in the first year post-listing
  • generates visits from investors in 30% more countries than an established company websites in the first year of listing
  • have 30% less time-on-site because of the absence of historical information BUT
  • typically attracts twice the number of unique visitors to your website than an established company in the first year AND will attract twice the number of page views on your investor relations website
  • have 30% less pages per visit because typically the absence of historical information, this reverses over time

During the IPO the ability to immediately communicate with the market (allay their fears about shortages of prospectuses or delayed timetables, IPO results etc) occurs at the press of a button. The ability to receive feedback immediately can really help avoid disasters and enable you to change the structure of the transaction administration or communication to avoid those little things that blow out an IPO – just ask some of the big advisory players that have implemented IPOs in Africa – there’s always one or two things that go wrong.

I have lead managed 5 IPOs personally and the comfort that you get being in control of the IR function online in the advisory funtion is huge. The PR and marketing agencies are secondary players as opposed to perceived primary players (in the absence of an online solution where the advisor is more in control of the IR / media function.)

Both IPOs I did also obtained regulatory approval to have application forms delivered with softcopy prospectuses. The legal issues associated with distributing application forms without prospectus is a significant legal one given the massive market scams of the South Sea Bubble etc.

How did we give the regulators comfort in our product?:- provided a SOX compliant online shareholder communications platform: the full audit trail that shows the investor reaceived the prospectus with the application form.

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