Kenyan private equity firm TransCentury (www.transcentury.co.ke) is to list through introduction at the Nairobi Stock Exchange on 14 July at a price of KES50 (USD0.58) a share. The firm began as an investment club and is valued at KES13.35 billion ($148.7 million). The listing price is based on the closing price on 3 June when it stopped trading on the Over-The-Counter market operated by Dyer & Blair. The aim of the NSE listing is to widen the share register and clear the way for future capital raising.
Listing by introduction means that no new shares are issued and was previously used by Equity Bank in 2006. Transcentury will list on the NSE’s Alternative Investment Market Segment (AIMS), which requires that a company must have at least 100 shareholders, with more than a fifth of the shares in the hands of investors who are not employees or relatives of the principal shareholders. To be listed on the main board, Transcentury would need at least 1,000 shareholders, net assets of KES 100m and paid-up share capital of KES 50m. TransCentury does not have 1,000 shareholders but could move to the main board if it increases its shareholding.
Transcentury started in 1997 as a small business club run by an elite group of 20 well-connected leading businessmen. It used the OTC market to widen to 430 share owners who have agreed to list 418 million shares, of which 151m will be reserved for buyers of a convertible bond on sale in Mauritius. Another 182m shares are in reserve.
Gachao Kiuna, TransCentury chief executive, was reported in Business Daily newspaper saying the listing provides a broader base of investors with an opportunity to participate “in significant growth potential” and offers TransCentury the opportunity to raise capital more easily in the future. He said the company is not in a hurry to raise more capital: “We have a bond programme in place that will serve us in the medium term. After about 24 months we might need to look at other ways of raising funds.”
Transcentury founders will be able to sell up to 50% of their shareholdings but must keep the rest for 2 years, in terms of rulings by Kenya’s Capital Markets Authority. According to the newspaper, 13 shareholders have more than 3% each, amounting to 190m shares or 71% of Transcentury. The largest single owner is the estate of the late James Gachui with an 8.37% stake worth KES1.12bn. Kenya Revenue Authority’s Commissioner General, Michael Waweru, has a 7.96% per cent stake worth KES Sh1.06bn, followed by businessman Peter Kanyango with a 7.17% stake worth KES957m, Dyer and Blair chairman Jimnah Mbaru and TransCentury’s chairman Zeph Mbugua with stakes worth KEs830m each.
Mauritius Eurobond
Transcentury has taken the interesting approach of raising low-cost financing through a $75m 6% convertible Eurobond, issued by Mauritian subsidiary TC Mauritius Holdings Limited which has already issued $35m. The company plans to list the Eurobond on the Mauritian stock exchange.
Private equity investment portfolio
According to its website, Trancentury invests in:
• Power Infrastructure: Manufacture of Electrical Cables, Conductors, Transformers and Switchgear
• Transport Infrastructure: Operation of the Kenya-Uganda Railway Concession
• Specialised Engineering: Distribution of Mission-Critical Industrial Equipment and Construction of Electrical Installations
“The philosophy is to pursue markets that display underpenetration and inefficiency”. Africa suffers a chronic under supply of power and transportation, and even when these services are available, the costs are multiples of comparable services in developed markets.
TransCentury owns stakes in cable factories which include East African Cables in Kenya and Tanzania, Cableries du Congo in DR Congo and Kweberg Cables in South Africa, which manufacture wires and transmission cables under its power infrastructure division. The company recently acquired 80% of Pende Electrical, based in the copper-belt region of Zambia, through its Tanzania subsidiary Tanelec Ltd. It is busy in energy in 5 countries.
The Information Memorandum indicates that TransCentury intends to invest KES 2.2bn raised through the bonds “in the KES 23bn capital expenditure programme to revitalize Rift Valley Railways and unlock the significant value of the railway.” Shareholders in the Kenya-Uganda railway are contributing additional funds to shore up the company’s capital base to repair the railway and buy new locomotives. The project had been held up by rows with Egypt’s Citadel Capital.
The remaining KES 3.87bn raised will be invested in other mega projects. The Information Memorandum states: “This will allow TCL to pursue additional investment opportunities in the power and transport infrastructure as well as in specialized engineering that meet our expected rate of return of 25%.” These could include a 100MW geothermal power station in Menengai for which the company has submitted an expression of interest and for which the value of the investment could be KES 8.1bn. South Sudan is another area with promise and the company would hope to benefit if the Kenyan Government privatizes key stakes in major industries.
“Our plan is to invest in infrastructure across the region with focus on mines, engineering and transport,” said Dr Kiuna.
Trading results
The company doubled net profit to KES 468m in 2010 compared to 2009, while revenue grew by 25% to KES 7bn. It increased its dividend 4-fold, from 5 cents to 20 cents. Earnings per share were KES 1.29, showing a conservative dividend policy and the company boasted compound annual growth in profit after tax of 52.9% between 2003 and 2010.
