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A legal view of corporate finance in Nigeria

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Commerce and investment are the lifeblood of any strong economy. Financing these highly capital intensive commercial and investment activities requires the use of credit facilities by individual entrepreneurs, corporate entities, small and large-scale industries and multinational companies, who often depend largely on financing their investments through borrowing.

Banks and other financial institutions provide the finance for the vigorous commercial and investment activities through borrowing. A lender has two options in providing credit facility. The lender may rely on the borrower’s covenant to repay (self-recognizance) or take in addition to the debtor’s covenant to repay, assets and/or personal assurances in the form of guarantee or indemnity as security for the loan. Assets could be tangible (real property) or intangible (chooses in action such as stocks and shares) of the borrower company.

A prospective borrower who intends to use real property (land) as a security, may have to mortgage its proprietary interest in the said land as security for the repayment of the loan.

With respect to use of stocks and shares of a company as security for loan, it is noteworthy that a private limited liability company (Ltd) is required by section 22(2) of the Companies and Allied Matters Act Cap C20 LFN 2004 (CAMA) to restrict the transfer of its shares by its Articles of Association.

Thus, lenders prefer the use of shares quoted on the floor of the Nigeria Stock Exchange as it is easier to find buyers for them in the event of enforcement of such security.

Capital requirement of a big company may not be met by its shareholders especially where the CAMA allows the company to carry on a wide range of business as a going concern. The company may resort to borrowing money to meet its capital needs by issuing debentures secured by a charge on the company’s assets.

The charge may be created in the form of a fixed charge attaching to specific and ascertainable assets of the company or created in form of a floating charge hovering over all the assets of the company present and future but attaching only upon crystallization.

For a debenture to be valid, therefore, it must comply with the provisions of section 168 of the CAMA which requires that every debenture must include a statement on the following matter:

  1. The principal amount borrowed;
  2. The maximum discount which may be allowed on the issue or re-issue of the debentures, and the maximum premium at which the debentures may be made redeemable;
  3. The rate of and the date on which the interest on the debentures may be made redeemable;
  4. The date on which the principal amount shall be repaid or the manner in which redemption shall be effected whether by the payment of instalments or principal or otherwise;
  5. In the case of convertible debentures, the date and terms on which the debentures may be converted into shares and the amounts which may be credited as paid up on those shares; and the dates and terms on which the holders may exercise any right to subscribe for shares in respect of the debentures held by them;
  6. The charges securing the debentures and the conditions subject to which the debentures shall take effect.

Furthermore, by virtue of section 183 of CAMA, every company offering debentures to the public for subscription shall, before issuing any such debentures, execute debentures trust deed in respect of them and procure the execution of the deed by the trustee for the debenture holders appointed by the deed.

The trust deed enables many debenture holders to hold security by having legal interest vested in the trustees in trust for the beneficiary debenture holders and the trustees can retain custody of title deeds in the case of legal mortgages.

It is noteworthy however that a borrower whilst exercising the option of using land as security must comply with the requirement of the Land Use Act Cap L5 LFN 2004 (hereinafter referred to as “the Act”).

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It is required by virtue of section 21 of the Act to obtain the consent of the Local Government with respect to land in a rural (non-urban) area which is sought to be used as security. Where the land is in an urban area, section 22 of the Act requires that the consent of the Governor in the state where the land is situated, be obtained.

Thus in the case of Savannah Bank (Nigeria) Ltd v. Ajilo [1989] 1 NWLR (Pt. 77) p. 305, the Supreme Court of Nigeria stated that failure to obtain the Governor’s consent renders the transaction void. What is required is that Governor’s consent is obtained in order to have a valid transaction.

The consent could be obtained prior or subsequent to the execution of the deed of mortgage of the land. This is to give business efficacy to a mortgage of land as a corporate finance option.

Thus, in Awojugbade Light Industries Ltd v. Chinukwe [1995] 4 NWLR (Pt. 390) p. 379, the Supreme Court of Nigeria made it clear that failure to obtain Governor’s consent at the time when the holder of the right of occupancy (proprietary interest) executes or seals the deed of mortgage does not render the mortgage transaction void.

On the whole, whilst there are several options for corporate finance in Nigeria, regard must be had to the various laws regulating each of those options.

Writer: Dr. Ralph Ibekwe Tel: +234 906 542 2626, +2341 212 1799

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Analysis: Airtel Nigeria is winning where it matters

Airtel has left no stones unturned in ensuring that its provisions are top-shelf – subscribers to the network, of course will have their own ideas.  

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Analysis: Airtel Nigeria is winning where it matters.

Airtel might have won our hearts over with internet-war adverts starring our favourite tribal in-laws, but its fundamentals are what will make us the bucks that keep us happy. Airtel Africa Ltd is a subsidiary of Indian telecoms group, Bharti Airtel Ltd; the group has left no stones unturned in ensuring that its provision of prepaid plans, credit transfers, mobile internet services, messaging, roaming facilities and more, are top-shelf – subscribers to the network, of course, will have their own ideas.

Since last year when Airtel Nigeria became the second telecommunication company in Nigeria listed on the NSE, the company has experienced a steady level of growth. With a presence in 14 African countries, the group’s strength lies in its diversity with stronger companies mitigating the poor performances of others.

Performance Overview: Airtel Africa 

Airtel Africa’s report for the year ended March 2020, revenue jumped by 10.9% from $3.1 billion at the year ended 2019 to $3.4 billion in 2020. The consolidated profit before tax also jumped by 71.8% from $348 million in 2019 to $598 million in 2020. However, profit for the period dropped by 4.23% with earnings of $408 million in 2020 from the $426 million it had earned in 2019. A reason for this is the tax figure that moved from a credit of $78 million in 2019 to tax payments as high as $190 million in 2020. Total assets also jumped by 2.41% from 2019’s value of $9.1 billion to $9.3 billion in 2020 primarily as a result of their acquisition of more property, plant, and equipment (PPE). The total customer base grew by 9.3% to 99.7 million for the year ended.

Full Report here.

Revenue growth of 10.9% was driven by double-digit growth in Nigeria and East Africa. However, the rest of its African operations experienced a decline in revenue. Its success in Nigeria is especially commendable, considering the fact that the company lost more than 100,000 subscribers in Nigeria between December 2019 and January 2020. Raghunath Mandava, Chief Executive Officer, remarked that the results which were in line with the group’s expectations, “are clear evidence of the effectiveness of our strategy across Voice, Data and Mobile Money.”

(READ MORE: NCDC and NNPC-IPPG reinforce #TakeResponsibility theme with multi-lingual campaign)

Behind The Numbers – Nigeria

Airtel Nigeria’s performance indicates the company is making the right calls in a very competitive industry. Nigerians are fickle when it comes to data and voice but will spend if the service is right. The company grew its data revenue by a whopping 58% to $435 million a sign that its strategy to focus on data is working. Voice Revenues for the year was up 15% to $850 million. In total, Airtel Nigeria’s revenue was up 24.4% to $1.37 billion. Ebitda margin, a number closely watched by foreign investors 54.2% from 49% a year earlier. Operating profit for the year ended also jumped by 52.6% for the year from 2019 and 32.4% from Q1 2019. Total customer base in Nigeria also grew by 12.5%.

Regulation forces Airtel Africa to initiate shares listing in Malawi , Analysis: Airtel Nigeria is winning where it matters.

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Nigeria is surely critical to Airtel Africa’s future seeing that it contributes about one-third of its revenue. Recent results thus indicate it is winning where it matters most and it must continue to stay this way if it desires to survive a brutal post-COVID-19 2020. Telcos are expected to be among the winners as Nigerians rely more on data to work remotely but there are other players in this game. Concerning the impact of the pandemic, he explained that at the time of the approval of the Group Financial Statements, the group has not experienced any material impact arising from the impact of COVID-19 on its business.

On cash flows…

The group has also taken measures to enhance its liquidity. The CEO explained that it is moving its focus to enhance liquidity towards meeting possible contingencies.

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“Having considered business performance, free cash flows, liquidity expectation for the next 12 months together with its other existing drawn and undrawn facilities, the group cancelled the remaining USD 1.2 billion New Airtel Africa Facility. As part of this evaluation, the group has further considered committed facilities of USD 814 million as of date authorisation of financial statements, which should take care of the group’s cash flow requirement under both base and reasonable worst-case scenarios.”

To this end, they have put in the required strategies to preserve its cash as its cash and cash equivalents, consequently, jumped by 19.1%.

(READ MORE: COVID-19: MTN says it has put strict measures in place to preserve resources)

Buying opportunity

Investors looking at this impressive result will be wondering if this portends a buying opportunity. Airtel Nigeria closed at N298 on Friday and has remained at this price for about a month. The stock is quite illiquid and is not readily available to buy.

It’s the price to earnings ratio of 4.56x makes it quite attractive. Further highlighting this opportunity is its price-to-book ratio which is as low as 0.5273, suggesting that the stock could be undervalued. Whether it is available to be bought, is anyone’s guess.

 

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Analysis: Nestlé strong but exposed.

Being a market leader is great, but in times of economic despair, it can quickly turn you into prey.

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Why Nestle Nigeria’s return remains strong - EFG Hermes, Nestle Nigeria Plc appoints new Director, Nestle Plc: FY 2019 Revenue beats estimate; but profit underperforms

With about six decades of being the choice companion for families within Nigeria and the diaspora, Nestlé Nigeria Plc has positioned itself as one of the largest food and beverage companies on the continent. Owing to the expansive growth of Nigeria’s population – one projected to reach 300 million by the year 2030, as well as the growing middle class, the FMCG sector has a very positive outlook.

Consequently, Nestle’s leadership in the industry and its huge market size expectedly gives it a huge advantage. However, with the global economy barely racing against the impact of the Covid-19 pandemic, even the brimming FMCG sector will experience its own level of disruption.

Nestle’s recently released Q1 2020 financials reveal a revenue decline of 0.9%, as it dropped to a marginal ₦70.33 billion from the ₦70.97 billion turnover it garnered in Q1 2019. The profit before tax also experienced an 8.7% drop while the profit after tax had a 12.84% drop, both yielding ₦17.5 billion and ₦11.2 billion respectively, for the first quarter of this year. This is predominantly owing to its increased losses from its overseas activities.

READ ALSO: Italy to invest in Nigeria’s agric sector

The company procures all of its raw materials on a commercial basis from overseas and local suppliers; consequently, the percentage of its supplies dependent on international suppliers had a negative impact on its Q1 2020 financials. Its profits were plagued by a foreign exchange loss of ₦154.7 million from ₦18.9 million, an even higher loss of 720.6%. While the company did not disclose the value of its export revenue, we believe it too might have suffered from reduced exportation in the latter part of the quarter.

The group has since been taking on expansionary projects, such as its launch of a second beverage production plant in Ogun State in February of 2018. The company, on a continuous basis, explores the use of local raw materials in its production processes, contributing its own quota to the Nigerian economy.

READ MORE: Polaris Bank’s profit rises to N26.2 billion from N2.8 billion

Just last week, Nestlé’s stocks went up 2.56% to close at ₦1000, a price it still currently holds today after markets closed. Its price to earnings ratio is 18 and its earnings per share (EPS) of 55.54, signal an investor sentiment of confidence. However, its high price to book ratio of 13.9865 reveals that the company is slightly overvalued and its price of ₦1000 makes it attractive primarily to institutional investors that can afford to purchase large volumes of the stock enough to benefit from its steady growth in value. The company had proposed a dividend payout of ₦45 per share. This also comes after paying ₦25 per share interim dividends earlier. Its dividend yield at the time of writing this is 7%, further heightening the possibilities for the income investor.

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While the company has strong fundamentals governed predominantly by its position as a market leader, its years of experience, and its existence in the FMCG sector, it too might not have a smooth sail in the coming quarter. Its overseas business from both the supply and the demand sides are expected to experience a further decline, ultimately resulting in an even lower relative turnover and lower earnings.

READ MORE: Cadbury Nigeria reports N638.9 million profit for Q1 2020

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We also expect the decline in average disposable income of Nigerians from loss of jobs and an overall wariness of the economic impact of the pandemic, to further drive down turnover; however, sound operational efficiencies and cost control/ profit strategies by the group could ease the burden. The company fundamentals remain strong but its exposure to consumer disposable income remains a major concern. There is always a cheaper alternative and when your pocket empties your choice for cheaper substitutes swells.

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Analysis: MTN’s blow out Q1 profit vs Covid-19 headwinds  

Covid-19 does posses some risk for the company, particularly in the Nigerian context.

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Analysis: MTN’s blow out Q1 profit vs Covid-19 headwinds  

If there is any network that has grown with its audience in Nigeria, it is MTN. With its most active users covering a demography of age 18 to 27, it is the network for the tech-age youth. From keeping them up all night with friends for Extra Cool calls to the nostalgic adverts, the network has had its fair share of growth – and signals show no sign of it slowing down.

Just like its brand, the company has strategically positioned itself and made expansionary decisions to get it to where it is – the second most capitalized stock in the NSE. MTN Nigeria’s (MTNN) Q1 2020 financials show that the company has it good and we’re not surprised 

Its results reveal a great quarter for the telecommunications giant with a 16.7% gain in revenue, making 329.1 billion in the first quarter of this year in comparison to the 282.1 billion it made in the comparative quarter, Q1 2019. The telecommunication industry has naturally enjoyed a spike in usage since the last month of the quarter owing to the enforced lockdown, and its streak is still in motion.

READ ALSO: Analysis: GTB is minting profits but CBN is squeezing its cash.

With a 51.1 billion profit for the period in comparison to Q1 2019 of 48.4 billion, it disclosed profits 5.9% higher than last year – even with increased finance costs of 25.3% percent revealing the capital-raising measures taken by the group to stimulate its operations. It was also in line with this that the company recorded a jump of 103.5% in interest expense on borrowings from 7.9 billion in Q1 2019 to 16.1 billion in Q1 2020. Total value also recorded a jump as there was a 35.3% growth in the group’s net asset from Q1 2019’s 145 billion to Q1 2020’s 196 billion. 

Its revenue figure is defined by a jump in voice calls of 6.14% from the 182.8 billion earned in Q1 2019, to its Q1 2020 194 billion turnovers.  However, it is nothing compared to the 58.84% increase in revenue derived from local data usage (excluding roaming data) in the quarter from Q1 2019. Value-added service and digital services also witnessed a jump of 33.93% and 12.11% respectively. Having settled the $2 billion claim for back taxes it was plagued with last year that swayed investor confidence, it certainly came back strong this year. 

Naturally, the lockdown has contributed its fair share to the performance of the stock though most of this will reflect in its second-quarter results. With more people using their phones, we expected a spike in revenue governed by increased data usage. This trend is bound to be higher in the second quarter as more Nigerians choose to work from home relying on internet data to power their tasks. And for those without jobs, the internet serves as a perfect companion in both times of need and despair. 

READ MORE: MTN Nigeria: Accelerated growth in data revenue to buoy earnings despite soft macro conditions

The telecommunication industry itself is a growing one; Nigerian Communications Commission (NCC) reveals that as at Q4 2019, the telecoms industry contributed 10.60% to the GDP of the country and the total active telephone subscribers in Nigeria as at January stood at 185.7 million. With MTNN holding the largest market share of active telephone subscribers 38% of GSM subscribers and 43% of internet subscribers, there is no doubting its growth trajectory.  

Covid-19 does posses some risk for the company, particularly in the Nigerian context. In times past, the government looks for who to prey when its revenues are faltering. MTN was once a prey and it paid a huge price for falling into the government’s trap. As the economy falters more eyes will focus on organisations that are posting monstrous profits. Taxes, penalties, donations should interest the government and MTN would be careful to protect investor interest while giving to Ceasar its due.

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READ MORE: Surviving the looming recession in the Nigerian tech space

MTNN and the Market 

MTNN’s share price has had a turbulent 2020. The stock is up 6.6% YTD and fell to a year low of N90 in March. At a price-earnings ratio of 11.3x investors are bullish about its ability to continue to deliver impressive growth. MTN has had a nice ride since its listing about a year ago.  The first wave was observed within 48 hours of its being listed on the NSE for the first time in May 2019 when it was immediately ranked amongst the NSE top 5. It also didn’t take a couple of months before it shook the market by becoming the first on the NSE, temporarily surpassing Dangote Cement.

Having settled its tax disputes, its shares hit an all-time high of N159 per share before pulling back as investors worried about the faltering economy. MTN share price is still a bit off its 2020 high of 127  and could well be on its way there. 

The price closed at  112 on Monday 11th May with a 52-week range of 90 and 159.3

 

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