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Blurb

Analysis: Thoughts On Unilever’s Planned Rights Issue

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Nairametrics| Last Wednesday, Reuters reported that Unilever Nigeria Plc revealed plans to raise a whopping N63 billion through a right issue. The company did not issue a press release to this effect on the Nigerian Stock Exchange as is required. Companies are mandated to disclose corporate actions on the website of the NSE or risk fines.

Unilever claims the capital raise will be via a right issue and will thus increase its authorised share capital to N5 billion from N3. 9 billion by creating an additional 3.9 billion shares. A shareholder vote is set for May 11, according to reports from Reuters. Unilever will also seek to convert shareholder loans to stock via this offer.

Here are a few thoughts on this proposed offer.

On the announcement

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  • Yet again, retail investors who did not visit Reuters may have missed out on this news
  • One would expect such an announcement to be first released on the website of the NSE.
  • We will be watching closely to see of the NSE will be fine Unilever for late disclosure.

On the size of the offer

  • At a whopping N63 billion, Unilever is raising capital that is at least 5x its net assets and just N10 billion shy of its total assets of N72 billion.
  • Unilever currently has about 3.78 billion shares in issue out of an authorised share base of 6.053 billion units.
  • Out of Unilever’s N11.6 billion equity just N1.89 billion is its share capital and another N9.7 billion in retained earnings. With only N45.7 million in share premium, shareholders of this company have not raised capital in decades.
  • This will probably also be the largest equity raise we will be seeing from a non-financial institution in over a decade

Potential price for the offer

  • Unilever currently trades at about N33 per share. Its year high is N50 per share
  • A capital raise of N63 billion at the current price of N33 could require that the company issue about 1.9 billion units.
  • However, if it plans to issue the entire 3.95 billion then we could be looking at a share price of about N15.
  • Unilever in our opinion is not worth more than N7 based on our valuation metric
  • The current price of N33 gives it a price earnings ratio of 42x. We consider this price outrageously over valued considering that Unilever has never matched that lofty earnings multiple. It’s 5 year compounded annual growth rate is -14%.
  • It currently has a PEG ratio of about 29x. Value investors prefer to invest in companies with a PEG ratio of 1x or max 2x.
  • At N7 Unilever will have a price earnings multiple of 8.6x which is still expensive considering what obtains in the NSE.
  • But we know, Unilever has what we like to call an FPI premium. FPI’s typically invest in stocks like Unilever and value them based on the average earnings multiple obtainable in similar emerging markets.

What do they want to use the money for?

Deal book 300 x 250
  • Information reaching us suggest the company wants to pay down some of its related party loans which are currently dollar denominated.
  • According to information in its annual report, the Company obtained a loan facility of $59.7 million (N18.8billion) from Unilever Finance International AG for clearing backlog of unpaid obligations to suppliers.
  • As at the end of the year, the total amount of draw-down on the facility amounts to $49.2 million (N14.98 billion). The disbursement of the loan was made in 2 tranches and repayable within one year. It is priced at an average interest rate of 6.45% plus 3 months US Libor.
  • Unilever Nigeria also owes its related parties about N15.9 billion.
  • We understand that the company will be converting these shareholder loans into equity, which suggest that the rights issue share price may well be above N30.
  • Unilever Overseas currently owns 60% of this stock and plans to convert its related party loans into equity.

What’s in it for Unilever

  • Whenever you hear deals like this, it is always important to ask what is in it for the promoters. If you figure that out then, it is easy to follow the money
  • Unilever’s parent company, Unilever Overseas Holdings B.V. Holland has been trying to own at least 75% of its Nigerian subsidiary for some years now.
  • In 2015, the company launched a tender offer for 75% of the company at a share price of about N45. The Parent company held about 50% of the stock at the time. Today it owns about 60%.
  • It appears the deal is to push its ownership to 75% and it could achieve this if it converts its related party loans to equity whilst still taking up further equity from shareholders who do not take up their rights.
  • Being a rights issue, the path to 75% might require that it scoops up more share on the floor of the NSE.

Will we buy Unilever?

  • Unilever is overvalued and such is not a recommended long term buy
  • However, for the short-term, this deal could provide a short-term upside for investors. The incentive for the parent company to get to N45 could provide a potential upside on the short run.
  • If this holds sway, the share price could be on a bull run, albeit temporary.
  • The share price fell after the announcement of this deal as investors worried about the potential dilution.

 

 

 

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Nairametrics is Nigeria's top business news and financial analysis website. We focus on providing resources that help small businesses and retail investors make better investing decisions. Nairametrics is updated daily by a team of professionals. Post updated as "Nairametrics" are published by our Editorial Board.

2 Comments

2 Comments

  1. Abode Business

    April 17, 2017 at 1:41 pm

    Am not suprised

  2. Prof Jide ige

    April 19, 2017 at 12:36 pm

    I see the rights issue as no more than an authorized fraud if NSE should approve the rights issue price for a company like Unilever which is outrageously overvalued

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Blurb

Analysis: Access Bank’s valuation highlights merger blues

Access Bank is valued much less than its peers and this is why.

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Access Bank, Star Lager unveil talent hunt show

From green bonds to foreign listings and a determination to plant its seeds across various nations on the African continent, Access Bank over the past few years has shown its desire to grow across its triple-bottom-line. 

On the people front, the bank has a reputation for offering arguably the best incentives to its employees in the banking sector even though last year’s plan to cut down salaries threatened to dent this reputation.

It has also introduced some of the sector’s most innovating products aimed at driving financial inclusion and protecting the bank’s market share from FinTechs. The bank has also supported small businesses through loans and financial advisory in line with the CBN’s quest to improve private sector credit.

READ: Access Bank completes acquisition of Zambian Cavmont Bank Ltd

On the environmental front, it’s spending big bucks on CSR, making a name for itself as a leader in Sustainability, and in terms of dominance, its merger with Diamond Bank and other expansionary measures have turned it into Nigeria’s largest bank and one of Africa’s top banks.

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While these moves have shed a positive light on the bank,  investors are left to play catchup as the benefits of the mergers and acquisitions are yet to result in improved return on investment for anyone who bought the shares over a year ago. 

READ: CBN, NDIC to set up bridge bank for struggling financial institutions

Its low Return on Investment (ROI)  

While Access Bank has many strides to its name, a lot more needs to be done to make it a winner with investors. Its share price has struggled to gain the same momentum achieved by its rivals in the banking sector, particularly the FUGAZ. 

Year to date 2020 Access Bank stock has performed poorly when compared to its peers. While the likes of Zenith Bank (33%), UBA (21%), Fidelity (23%), and FCMB (80%) posted double-digit returns, Access Bank fell by 16% in 2020.

In terms of value, the market prices the stock lower when compared to its earnings, making it one of the cheapest stocks in the sector. This is buttressed by its 2.9x (as of January 22nd) price to earnings ratio, one of the lowest in the sector.

READ: The Nigerian insurance sector; repositioning for efficiency

In the same vein, the Tier 1 bank also has a lower dividend yield compared to its contemporaries and has not been able to breach its 52-week high of N10.90. One reason for this is that investors are wary of the bank’s loan book mostly inherited from its merger with Diamond Bank. Investors will rather go with some Tier 2 banks that have better upward trends in price appreciation than getting stuck with low valuation multiples. 

READ: CBN to increase loans to agricultural sector to 10% of total bank credit

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Access Bank merger blues

As mentioned, one Achilles heel to its valuation problems could be its aggressive expansion strategy, driven by acquisitions. Since its acquisition of Diamond Bank, its valuation has plummeted piling on paper losses for investors who have held the stock since then.

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Access Bank is currently valued at N325.2 billion in market capitalization less than half of its N679 billion suggesting a price to book ratio of 0.47x.

While being large provides the benefits of economies of scale, it needs to be nimble and focussed to milk the opportunities provided by the synergies

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READ; Africa to spend $9 billion on Covid-19 vaccine, access to supply is big problem

The bank recognizes this challenge, recently holding an investor call where it explained its move towards a HoldCo structure.

Access Bank will maintain four core subsidiaries under the holding company. They are Access Bank Group – focussed on commercial banking services, Payment Business – its mobile money and payment services business, Lending & Agency Banking – microfinance and microlending services, and Insurance.

Its efforts in restructuring into a HoldCo structure as well as expansions to other African regions – from Kenya to South Africa, is expected to further enhance its overall returns,  and perhaps drive up valuations. 

READ: Access Bank will no longer accept cheques with logo of defunct Diamond Bank

Fundamental analysis of recent financials 

Access Bank has recorded positive strides in terms of its fundamentals.  In its latest 9 months results, net interest income decreased by 6.6% year-on-year, but profits increased by 15% to N102.3 billion. 

Access Bank also implements one of the most aggressive recoveries of bad loans in the banking sector pulling in N38.9 billion in recovery in 2019 and N24.7 billion in the first 9 months of this year. These recoveries filter into the bottom line and bolster confidence about its ability to confront its challenges and win.

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How Access Bank got Japaul to pay up N37 billion loan that had gone bad

Brute force, Courts, quid quo pro are hallmarks of Access Bank’s debt recovery schemes.

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Access Bank, Scam Alert: Access Bank issues warning to customers over fraudulent acts , Director, West Africa region, IE, Onyekachi Eke, Access Bank lists N30 billion bonds on NSE , Access Bank, Zenith Bank Plc, Access Bank Plc and United Bank for Africa Plc, Zenith Bank Plc, Access Bank Plc and United Bank for Africa Plc, A new BVN guideline to curb e-fraud is coming soon - CBN announces , Access Bank donates 66 laptops to children in underserved communities, Access Bank postpones closed period for 2019 Year-End financial statement, Access Bank dispels rumour about its CEO being arrested, Access Bank set to establish subsidiary in Cameroon after acquiring Kenyan bank, Access Bank finally acquires Kenyan bank, Transnational Bank Plc, Herbert Wigwe: We are clamping down on malaria with the Malaria-To-Zero Initiative, Access Bank to list N15 billion green bond on Luxembourg Stock Exchange 

In 2018 when Access Bank took over Diamond Bank, in what is the largest merger in Nigeria’s banking history, they knew it was not a match made in heaven like their PR agencies will make you believe.

In merging with Diamond Bank and taking over their juicy assets, they had also taken over the lemons that had for years bedeviled the bank who had pioneered mobile banking applications well ahead of its time.

When Access Bank merged with Diamond Bank, the latter had total loans and advances of N787.8 billion out of which N219.9 billion in loans were impaired. Oil and gas-related loans made up a significant chunk of the loans and were estimated at about N302.6 billion, most of them distressed.

READ: Access Bank will no longer accept cheques with logo of defunct Diamond Bank

Included in the oil and gas loans was a $66.4 million in loans owed to the bank by Japaul Oil and Maritime, as they were referred to at the time. The loans had gone bad accumulating unpaid interest of about $11.2 million. By the time Access Bank took over the loans, Japaul agreed to a restructuring rolling over both the principal and interest.

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This is typical of most Nigerian companies burdened with debts they cannot pay. To avoid being run over by the bank, the debtors will negotiate a restructuring, extending the loans by one to three years and if lucky, reducing the interest rates. In return, the bank books new fees (which are often paid in advance of the restructuring) and then gets to avoid huge provisioning mandated by the central bank.

READ: Over 1 million people took loans from banks below 20% interest rate in 1 year- CBN

It is often a ‘win-win’ situation that essentially kicks the can down the road until, like in the case of Diamond Bank, the chicken comes home to roost. But Access Bank is not new to slugging it out with debtors, particularly those who do not pay up. Upon takeover in 2019, Herbert Wigwe, the CEO of Access Bank announced that his bank was going to go after Diamond Bank debtors. In an interview in 2019 he maintained that “we recovered N2.2 billion bad debt in the year under review. Access Bank will intensify effort to ensure that it recovers the debt owed to Diamond Bank. We will go out for Diamond Bank’ debtors and if they are not ready to redeem their debt we will publish their names in the newspapers.”

In 2019, Access Bank swooped on Japaul Plc seeking repayment of their Diamond Bank loans which was now about N37 billion. The bank took over Japaul’s trading assets and integral to the going concern status of the company. Before now, Japaul made money rendering marine services, dredging, mining and construction mostly for the oil and gas companies.

READ: Access Bank vs. Seplat: Of subterfuge and corporate brutality

But business has been bad for years now leading the company into net accumulated losses of over N50 billion as of 2018. For the 5 years leading to 2018, the company posted back to back losses with revenues going from N5.3 billion in 2015 to about N85.8 million in 2019. External loans had also ballooned from about N18.8 billion to about N38.8 billion. Its share price had also fallen to about 20 kobo per share by the end of 2019. It was nearing bankruptcy and something had to give.

They began a court battle with Access Bank over the loans and the threat of a liquidation eventually settling for a deal. Sources inform Nairametrics that Access Bank is one of the most aggressive banks in the business when it comes to playing dirty with debtors. Unlike Diamond Bank, Access Bank is ready to battle in the courts and is ready to deploy any legal means necessary to recover their loans even if their actions are viewed as uncanny.

READ: Former bankers who stole from Diamond Bank (Access Bank) get jail terms 

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Recently, the bank obtained a Mareva injunction sealing the offices and taking over the assets of Seplat due to a related party loan owed by the latter’s Chairman, ABC Orjiakor. Just like Japaul, the loans owed by ABC Orjiakor were also obtained from Diamond Bank. According to sources, when Access Bank swoops in for their loan recoveries, they deploy all tactics in the books to ensure all or most parts of the loans are recovered from chronic debtors.

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Eventually, Access Bank and Japaul agreed to settle the matter outside the court. In exchange for repaying the N38 billion loan, Access Bank settled for a repayment of N30.9 billion. The deal involves Access Bank taking over two of Japaul’ s Dredgers (12& 13) for N5 billion and a Barge (Beau Geste) for N25.9 billion. Japaul also gave up its land in exchange for working capital of N1.5 billion from the bank.

READ: Access Bank recover N14 billion in bad loans after merger with Diamond Bank

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In return, Japaul gets to clean up its balance sheet erasing what is left of its debt, booking a profit of about N40 billion and wiping off its negative equity of N35.5 billion. However, in one fell swoop. From negative equity of N35.5 billion, the company’s net assets are now N4.69 billion. A win-win for everyone.

We are not exactly sure what Access Bank plans to do with dredgers and barges it took over from Japaul. Interestingly, in the deal, Japaul also gets to lease back the two dredgers for a period of 6 years from Access Bank for a sum of N1 billion paid annually from 2021 – 2026. Japaul got a one-year moratorium on repayment expiring in December 2020.

READ: Nigeria, other African oil-producing countries will lose $1tn oil revenue in 20 years – PWC

Japaul has since changed its name to Japaul Gold and Ventures citing the dwindling oil and gas sector for its reasons. The company believes gold mining and technology are the future and is seeking to raise N25 billion in equity to pursue this course. Its share price has ostensibly risen by 150% since the turn of the new year, the best performing on the stock exchange.

For Access Bank, aggressively going after bad loans have paid off immensely. In 2019 the bank recovered N38.9 billion in bad loans barely a year after taking over Diamond Bank. In the first 9 months of 2019, a total of N24.7 billion was captured in bad debts recovered. It is a strategy that is working and there is no betting against Access Bank doubling down on aggressive recovery this year.

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Champion Breweries, Raysun deal highlights disclosure shortcomings

Is Heineken taking over Champions Brewery?

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This brewer keeps struggling to win as Nigeria’s beer war rages on

Champion Breweries Plc informed the Nigerian Stock Exchange, last week, via a press release that an insider, Raysun, had purchased about 1.9 billion shares at a price of N2.6 per share.

The disclosure was part of the stock exchange’s requirement that listed companies must reveal deals made by insiders of the company for the benefit of shareholders and the investor community.

That’s about how far the press release went. It did not reveal why Raysun was purchasing? Who they purchased the shares from and why the deal is being consummated? In terms of corporate disclosure, this was a dud.

READ: Analysis: Japaul, Ardova, Champion Breweries; What is behind the deals?

Raysun is the largest shareholder and majority owner of Champions Breweries. Raysun is also an entity owned by Heineken, the majority shareholder in Nigeria Breweries Plc – the largest brewer in the country. Thus, Heineken is an indirect shareholder of Champions Breweries.

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These relationships give this deal enough scrutiny to warrant a better disclosure starting from the actual purchase of shares revealed in the press release.

Here are some contexts;

Champion Breweries shares breakdown

  • Champions Breweries has a total of 7.82 million shares outstanding at the time of this purchase
  • Raysun held about 60.4% shares in Champions Breweries according to disclosure in its 2019 annual report.
  • Asset Management Nominees and Akwa Ibom Investment Corporation own 12.3% and 10% respectively. The rest of its shareholders own about 17.3% or 1,351,954 units.
  • At the current share price of N1.12, Champion Breweries is valued at N10.57 billion by the market.
  • However, Raysun’s purchase of 1.9 billion shares at N2.6 per share (valued at N4.9 billion, almost half of the current market capitalization), now values the company at about N20.3 billion.

READ: Court threatens to sell Ecobank and Union Bank branches

Where did the shares come from? This is a vital question and here is why.

Going by the number of shares they bought last week (24% of equity), they only could have been able to purchase that many shares by buying up all the shares owned by the Asset Nominees (12.3%), all the shares owned by Akwa Ibom Investment Corporation (10%) and another 3% from other regular shareholders.

It could also be that either or both Asset Nominees and Akwa Ibom IC sold part of their shares and then they made up the rest by purchasing some from the market. Why is Heineken, through Raysun, acquiring so many shares? Is there a takeover deal in the offing? Do they plan to merge Champions Breweries with Nigeria Breweries or still keep it as a standalone company? Will Champions Brewery cease to exist if there is a merger or will they delist following this massive acquisition of the shares of their subsidiary?

READ: Champion Breweries gains 32.35% in a week, following Heineken’s indirect acquisition of its shares

The speculation is palpable.

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This is what happens when listed companies refuse to properly disclose transactions involving mega share purchases of this nature. How does a majority shareholder go from 60.4% of shares to 84% and an announcement is not made explaining or clarifying who sold and if this is a takeover bid.

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But investors seem not to mind at the moment, if the momentum of the share price is anything to go by. A 57% year to date gain is a testament to this. It appears investors expect a mandatory takeover announcement to be made anytime soon and are scrambling for the shares ahead of any announcement.

READ: Resort savings raises N4.3 billion, as Camey and Rock acquire majority shares  

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Unfortunately, this is not how markets should work anywhere, and the sooner it stops the better. The Nigerian Stock Exchange has made massive progress with compliance to disclosure requirements and we believe strongly that they will at some point bring Champion Breweries to order and have them disclose all the requisite information about this transaction. Better late than never.

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