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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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Dry Cleaners Set to Tap into $165 Billion Global Cleaning Industry

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The Fabric Professionals and Dry Cleaners Association of Nigeria (FPDA) is gearing up to host the “Clean Show Africa 2024” conference.

This conference aims to expose over 25,000 dry cleaners to the vast opportunities present in the global cleaning and hygiene industry, valued at a staggering $165 billion.

Scheduled to take place on May 28–29, 2024, in Lagos, the event is themed “Positioning Africa’s fabric and hygiene industry for excellence.”

It comes at a crucial time when Nigeria’s dry cleaning industry is experiencing steady growth, with projections indicating a 6.4% annual increase over the next decade.

According to Enibikun Adebayo, Chairman of FPDA, Nigeria’s dry cleaning industry was valued at $8.4 million in 2019.

However, this figure is expected to rise significantly, presenting a ripe opportunity for stakeholders to tap into.

Adebayo emphasized the importance of collaboration within the industry to fully leverage its potential.

“A year ago, we launched FPDA of Nigeria. We are also using the platform to educate our members to be better professionals,” stated Adebayo, highlighting the association’s commitment to enhancing professionalism and standards within the sector.

The conference will shine a spotlight on women in the dry cleaning business, recognizing their pivotal role in driving the industry forward. Reports have shown that dry cleaning businesses are often better managed by women, and the event aims to provide them with the necessary support and resources to thrive.

Ruth Okunnuga, Managing Director of Wasche Paint Nigeria, expressed the need to revolutionize Nigeria’s dry cleaning and laundry industry, emphasizing the lack of proper structure and investment.

She stressed the importance of data collection for effective planning and growth within the sector.

Joseph Oru, Managing Director of Zenith Exhibition, highlighted the conference’s objective of engaging the Federal Government to establish training institutions for dry cleaners. Such institutions would play a crucial role in equipping professionals with the skills and knowledge needed to meet global standards.

As Nigeria’s dry cleaning industry prepares to tap into the vast opportunities offered by the global cleaning market, the Clean Show Africa 2024 conference stands as a pivotal platform for collaboration, innovation, and growth within the sector.

With a focus on excellence and professionalism, stakeholders aim to position Nigeria as a key player in the dynamic and lucrative cleaning and hygiene industry.

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Nigeria-Taiwan Commerce Falls to $500m in 2023

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The Chief of Mission to the Taiwanese Government in Nigeria, Andy Liu, has said that the trade relations between Nigeria and Taiwan drop to $500 million in 2023 from $1 billion in 2021.

Liu made these comments during the 2024 Taiwan Business Forum held in Lagos.

According to Liu, Nigeria’s status as a net exporter of agricultural products, particularly sesame seeds has historically fueled the trade between the two nations.

However, the peak in trade experienced in 2021, buoyed by increased demand for Nigerian agricultural goods, notably declined in subsequent years.

“The highest peak of trade reached about $1 billion in 2021. It was the peak of COVID-19, with Nigerians enjoying surplus trading with Taiwan. We imported more of Nigeria’s agricultural products, such as sesame, aside from oil-related products. In 2021, we had a huge demand for agricultural products for our food processing industries,” Liu stated.

However, the trade dynamics shifted in the following years, leading to a significant decline in trade volume.

Liu attributed this decline to a normalization of demand following the peak in 2021, resulting in a reduction in trade value to $500 million by 2023.

Despite this decrease, Liu remained optimistic about the future trajectory of trade relations between the two countries.

“We might see some level of increase in the near future,” Liu enthused, highlighting Nigeria’s continued significance as a destination for Taiwanese businesses.

In addition to discussing trade volume, Liu addressed the issue of counterfeiting and piracy, which has affected Taiwanese products globally.

He said the Taiwanese government is working to combat this challenge by showcasing the quality of Taiwanese products and providing after-sale services.

“We have been having our delegates visit the world to prove that we are victims of piracy, but we are going to use the platform to show that we have good and quality products to let the world know who the true providers of these quality goods are,” Liu affirmed.

The President of Globe Industries Corporation, David Hwang, echoed concerns about counterfeit products, attributing the decline in profit margins to the influx of counterfeit goods from China.

Hwang emphasized the need for partnerships to address this issue and foster mutually beneficial trade relations.

Responding to the developments, the Director-General of the Nigerian Association of Chambers of Commerce, Industry, Mines, and Agriculture (NACCIMA), Sola Obadimu, commended the Taiwanese focus on African businesses and the quality of their products.

He pledged NACCIMA’s continued collaboration with Taiwanese companies to drive business growth for both nations.

As Nigeria and Taiwan navigate the challenges posed by fluctuating trade volumes and counterfeit goods, stakeholders remain committed to fostering resilient and mutually beneficial economic ties.

The 2024 Taiwan Business Forum served as a platform for dialogue and collaboration, laying the groundwork for future cooperation between the two nations.

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Nigeria Advances Plans for Regional Maritime Development Bank

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Nigeria is making significant strides in bolstering its maritime sector with the advancement of plans for the establishment of a Regional Maritime Development Bank (RMDB).

This initiative, spearheaded by the Federal Government, is poised to inject vitality into the region’s maritime industry and stimulate economic growth across West and Central Africa.

The Director of the Maritime Safety and Security Department in the Ministry of Marine and Blue Economy, Babatunde Bombata, revealed the latest developments during a stakeholders meeting in Lagos organized by the ministry.

He said the RMDB would play a pivotal role in fostering robust maritime infrastructure, facilitating vessel acquisition, and promoting human capacity development, among other strategic objectives.

With an envisaged capital base of $1 billion, RMDB is set to become a pivotal financial institution in the region.

Nigeria, which will host the bank’s headquarters, is slated to have the highest share of 12 percent among the member states of the Maritime Organization of West and Central Africa (MOWCA).

This underscores Nigeria’s commitment to driving maritime excellence and fostering regional cooperation.

The bank’s establishment reflects a collaborative effort between the public and private sectors, with MOWCA states holding a 51 percent shareholding and institutional investors owning the remaining 49 percent.

This hybrid model ensures a balanced governance structure that prioritizes the interests of all stakeholders while fostering transparency and accountability.

In addition to providing vital funding for port infrastructure, vessel acquisition, and human capacity development, the RMDB will serve as a catalyst for indigenous shipowners, enabling them to access financing at favorable terms.

By empowering local stakeholders, the bank aims to stimulate economic activity, create employment opportunities, and enhance the competitiveness of the region’s maritime sector on the global stage.

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