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Retail Investors Adopt SPVs for Airtel’s N325.25b IPO

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airtel africa - Investors King
  • Retail Investors Adopt SPVs for Airtel’s N325.25b IPO

Retail investors have opted for the use of special purpose vehicles (SPVs) to aggregate funds and buy into the ongoing initial public offering (IPO) by Airtel Africa Plc.

Airtel Africa Plc is raising up to N325.25 billion in a combined global and Nigerian IPOs. Airtel Africa, the parent company of Airtel Networks Limited, Nigeria’s second largest telecommunication company, plans to list its shares on the London Stock Exchange (LSE) and Nigerian Stock Exchange (NSE).

Airtel Africa, a subsidiary of India’s Bharti Airtel Limited, is offering between 501.13 million ordinary shares of $1 each and 716.41 million ordinary shares of $1 each at indicative price range of between N363 per share and N454 per share.

The IPO, being undertaken through a book building, is, however, restricted to qualified institutional investors and high net worth investors (HNIs). Under the rules in Nigeria, a high networth investor is defined as an individual with net worth of at least N300 million excluding automobiles, homes and furniture. This implies that only individuals and institutions with a minimum assessable investment of N300 million can participate directly in the IPO.

The IPO, which opened on June 18, 2019, is scheduled to close on Thursday June 27. The announcement of offer price, offer size, publication of the pricing statement and allotment of ordinary shares will hold on June 28, 2019. The allotment of ordinary shares and crediting of ordinary shares to the Central Securities Clearing System (CSCS) accounts of successful subscribers will take place on June 29 and July 3.

Airtel Africa is scheduled to be admitted to the official list and begin trading on the NSE on July 4. Already authorities at the NSE and Securities and Exchange Commission (SEC) have approved the listing of the resultant shares.

Checks indicated that investment houses have created SPVs which are aggregating subscriptions from retail investors. While the arrangements differ slightly, the investment firms appear to be using the same template for the SPVs, suggesting a sort of industry consensus on the approach to bypass the high net worth restriction.

Under the arrangements, the SPV will aggregate demand from retail investors and use its net worth to subscribe to the shares on behalf of the retail investors. Once successful and its account credited with the IPO shares, the investment firm will cross the shares into the CSCS accounts of the retail investors at the commencement of trading on the NSE.

The minimum share subscription by most SPV is 500 ordinary shares while the price is fixed at the ceiling of N454 per share, implying a minimum subscription of N227,000. Under the terms, the in-house allocation may be done on a pro-rata basis in the event of under allotment of the full subscription while the retail investors will bear all transfer charges. However, in the event that the clearing price is lower than N454, the excess amount will be refunded to the investors.

Experts who spoke on the SPVs said there was nothing legally wrong with the use of SPV to bypass the high net worth restriction, noting that the SPV is similar to collective investment by all the retail investors.

Nigerian market has substantial retail investors. Latest data from the NSE indicated that domestic retail investors accounted for 42 per cent of total domestic transactions at the Nigerian equities market. The five-month report ended May 31, 2019 showed retail investors led the market in two months.

SPVs are using attractive dividend policy to woo retail investors, who characteristically are usually excited by dividend-paying companies. Airtel Africa aims to distribute a minimum of 80 per cent of its consolidated free cash flow to its shareholders as cash dividend, subject to a ratio of net debt to underlying earnings before interest, tax, depreciation and amortisation (EBITDA) of between two times to 2.5 times being maintained. Dividend distribution is also subject to all regulatory, statutory and monetary restrictions.

The net proceeds from the IPO will be used to offset the company’s debt. The board of Airtel Africa said the IPO and the listing on the NSE would encourage operational discipline through the establishment of an independent capital structure and governance framework following the successful turnaround of the group’s operations.

According to the company, the IPO and listing would facilitate measurement of the group’s continued positive performance against holistic, publicly disclosed metrics as it enters a strong free cash flow phase.

The company is also expected to enter an optimal capital structure and enable improved leverage for greater flexibility in pursuing growth opportunities going forward while also having access to the capital markets and diversification of its capital base to support continued growth.

While the Nigerian offer shall be issued in Naira, Airtel Africa has avowed that the rights attaching to the shares allotted under the Nigerian offer shall be uniform in all respects and they will form a single class for all purposes, including with respect to voting and for all dividends and other distributions thereafter declared, made or paid on the ordinary share capital of the company.

According to the company, on a show of hands every holder of ordinary shares in the capital of the company who is present in person shall have one vote and on a poll every shareholder present in person or by proxy shall have one vote per ordinary share.

Airtel Africa added that except as provided by the rights and restrictions attached to any class of shares, shareholders will under general law be entitled to participate in any surplus assets in a winding up in proportion to their shareholdings.

“There are no restrictions on the free transferability of the Nigerian offer shares,” Airtel Africa stated, adding that no expenses will be charged by the company to any investor who purchases the Nigerian offer shares.

In its prospectus, Airtel Africa however cautioned that shareholders may be subject to exchange rate risk. According to the company, the investment by Nigerians may be subject to exchange rate risks.

“The ordinary shares are, and any dividends to be paid in respect of them will be, denominated in United States (US) dollars however the currency of issue is United Kingdom Pounds Sterling, for the Global Offer, and is naira, for the Nigerian Offer. An investment in the ordinary shares, by an investor whose principal currency is not US dollars, such as Nigerians, is exposed to foreign currency exchange rate risk. Thus, fluctuations in the exchange rate between Pounds Sterling and naira could materially and adversely affect the prices of the ordinary shares listed on the NSE. Any depreciation of US dollars in relation to the Naira currency will reduce the value of the investment in the ordinary shares or any dividends in foreign currency terms,” the company stated.

Is the CEO/Founder of Investors King Limited. A proven foreign exchange research analyst and a published author on Yahoo Finance, Businessinsider, Nasdaq, Entrepreneur.com, Investorplace, and many more. He has over two decades of experience in global financial markets.

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Peter Obi Advocates for Full Government Backing of Dangote’s $21bn Refinery Project

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Peter G. Obi

Peter Obi, a prominent Nigerian politician and public figure, has called for unwavering support for the Dangote Refinery amid recent conflicts between Dangote Industries and government agencies.

In a passionate appeal, Obi said the current disputes extend beyond political and personal differences, touching upon the broader interests of Nigeria’s economy and its future prosperity.

In his statement on X.com, Obi highlighted the refinery’s immense potential to drive economic growth and create employment opportunities.

With an estimated annual revenue potential of approximately $21 billion and the capacity to generate over 100,000 jobs, the Dangote Refinery represents a cornerstone of Nigeria’s industrial advancement and economic stabilization.

“The recent challenges faced by Dangote Industries should not overshadow the vital role this enterprise plays in our national economy,” Obi asserted.

“Alhaji Dangote’s contributions are monumental, and it is essential that we rally behind his ventures, particularly the refinery, which is set to make a significant impact on our fuel crisis and foreign exchange earnings.”

The refinery, with its strategic importance, stands as a beacon of hope for Nigeria’s fuel supply and overall economic development.

It is poised to address long-standing issues in the energy sector, provide substantial revenue streams, and enhance the country’s economic resilience. Given these benefits, Obi stressed that any actions hindering the refinery’s operation would be counterproductive.

Obi also commended Alhaji Dangote for his remarkable achievements across various sectors, including cement, sugar, salt, fertilizer, infrastructure, and more.

“Alhaji Dangote embodies patriotism and commitment to Nigeria’s growth. His extensive industrial activities are not only a testament to his entrepreneurial spirit but also a vital contribution to Nigeria’s economic landscape,” he added.

Despite the challenging business environment, Dangote’s diversified industrial investments demonstrate a commitment to Nigeria’s industrialization and job creation.

Obi urged the Federal Government and its agencies to offer full support to Dangote Industries, recognizing the broader economic benefits and the positive impact on national welfare.

“The success of Dangote Industries is intrinsically linked to the success of Nigeria and Africa as a whole. We cannot afford to let such a crucial enterprise falter,” Obi warned. “Every sensible and patriotic government should view enterprises like Dangote Industries as national treasures that deserve robust support and protection.”

Obi’s appeal underscores the critical need for collaboration between the government and private sector leaders to ensure the successful operation of key projects like the Dangote Refinery.

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Dangote Accuses NNPC and Oil Traders of Secret Operations in Malta

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Aliko Dangote, chairman of Dangote Industries Limited, has leveled serious allegations against personnel from the Nigerian National Petroleum Company (NNPC) Limited and certain oil traders.

Speaking at a session with the House of Representatives, Dangote claimed that these parties have established a blending plant in Malta, raising concerns about the integrity of Nigeria’s fuel supply.

Dangote described the blending plant as lacking refining capability, instead focusing on mixing re-refined oil with additives to produce lubricants.

“Some of the terminals, some of the NNPC people, and some traders have opened a blending plant somewhere off Malta,” he stated.

He emphasized that these activities are well-known within industry circles.

Addressing the drop in diesel prices, Dangote argued that locally produced diesel, with sulfur content levels of 650 to 700 parts per million (ppm), is superior to imported variants.

He linked numerous vehicle issues to what he described as “substandard” imported fuel.

He called for the House of Representatives to set up an independent committee to investigate fuel quality at filling stations.

“I urge you to take samples from filling stations and compare them with our production line to inform Nigerians accurately,” Dangote insisted.

The accusations come amid an ongoing dispute between the Dangote Refinery and the Nigerian Midstream and Downstream Petroleum Regulatory Authority (NMDPRA).

Farouk Ahmed, NMDPRA’s chief executive, had previously claimed that local refineries, including Dangote’s, were producing inferior products compared to imports.

Also, the House of Representatives has initiated a probe into allegations that international oil companies are undermining the Dangote Refinery’s operations.

In response to the escalating tensions, Heineken Lokpobiri, the Minister of State for Petroleum Resources, intervened by meeting with key stakeholders including Dangote, Ahmed, and other top officials from the Nigerian petroleum regulatory bodies.

The discussions aimed to address claims of monopoly against Dangote, which he has strongly denied, and to ensure that all parties operate transparently and fairly.

This development highlights the complex dynamics within Nigeria’s oil industry. The allegations and subsequent investigations could impact market stability and investor confidence.

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Africa’s Richest Man, Aliko Dangote Ready to Sell Refinery to Nigerian Government

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Dangote refinery

Aliko Dangote, Africa’s wealthiest entrepreneur, has announced his willingness to sell his multibillion-dollar oil refinery to Nigeria’s state-owned energy company, NNPC Limited.

This decision comes amid a growing dispute with key partners and regulatory authorities.

The $19 billion refinery, which began operations last year, is a significant development for Nigeria, aiming to reduce the country’s reliance on imported fuel.

However, challenges in sourcing crude and ongoing disputes have hindered its full potential.

Dangote expressed frustration over allegations of monopolistic practices, stating that these accusations are unfounded.

“If they want to label me a monopolist, I am ready to let NNPC take over. It’s in the best interest of the country,” he said in a recent interview.

The refinery has faced difficulties with supply agreements, particularly with international crude producers demanding high premiums.

NNPC, initially a supportive partner, has delivered only a fraction of the crude needed since last year. This has forced Dangote to seek alternative suppliers from countries like Brazil and the US.

Despite the challenges, Dangote remains committed to contributing to Nigeria’s economy. “I’ve always believed in investing at home.

This refinery can resolve our fuel crisis,” he stated, urging other wealthy Nigerians to invest domestically rather than abroad.

Recently, the Nigerian Midstream and Downstream Petroleum Regulatory Authority accused Dangote’s refinery of producing substandard diesel.

In response, Dangote invited regulators and lawmakers to verify the quality of his products, which he claims surpass imported alternatives in purity.

Amidst these challenges, Dangote has halted plans to enter Nigeria’s steel industry, citing concerns over monopoly accusations.

“We need to focus on what’s best for the economy,” he explained, emphasizing the importance of fair competition and innovation.

As Nigeria navigates these complex issues, the potential sale of Dangote’s refinery to NNPC could reshape the nation’s energy landscape and secure its energy independence.

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