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DEAL: Custodian Investment agrees to buy majority stake in UPDC

Custodian Investment announced on Monday to acquire a 51% stake in UPDC, a real estate company owned by UACN.

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DEAL: Custodian Investment agrees to buy majority stake in UPDC

Custodian Investment announced on Monday to acquire a 51% stake in UPDC, a real estate company owned by UACN. This is confirmed in a press release posted on the website of the Nigerian Stock Exchange.

UACN announced plans to spin off its investment in UPDC in 2019 after multiple years of losses and value accretion threatening to undermine the going concern status of the parent. Last June, UPDC announced it has raised N16 billion from the right issue as it prepared for its unbundling.

In separate press releases between Custodian and UACN, the duo agreed to a sale of 51% or 9, 465, 584, 668 ordinary shares of UPDC in a transaction that will occur in two phases.

Deal Details

  • An initial sale of 5.1% of UPDC will be sold to Custodian Investment
  • The second sale of 45.9% of UPDC will then be sold to Custodian Investment
  • The companies did not reveal timelines for the consummation of the deal
  • Due to this deal, UACN will stop its unbundling plans for UPDC
  • The deal is subject to regulatory approvals.
  • The purchase consideration was yet to be disclosed, however, UPDC has a market capitalization of N15 billion while Custodian has a Market Capitalization of N30 billion as at press time.

What they are saying

The CEO of Custodian, Wole Oshin and his counterpart in UACN, Folasope Aiyesimoju also commented on the transaction providing reasons for consummating the deal.

  • According to Wole Oshin of Custodian Investment, “The rationale for the Transaction is that Custodian and UAC share the view that their ambitions for capturing opportunity in the real estate industry will be better achieved working in partnership.”
  • Custodian also believes the transaction “will provide Custodian with a platform to capture arising real estate opportunities. It also immediately provides recurring cash flow visibility and attractive yields as a result of its direct exposure to Nigeria’s leading real estate investment trust (“UPDC REIT”) with a track record of profitability and annual dividend distribution which offers a good compliment for our product portfolio.”
  • According to Folasope Aiyesimoju, Group Managing Director of UAC, “UAC received a credible offer from Custodian. The terms of the offer compelled the Board to re-evaluate the planned approach to de-consolidate UPDC and influenced the Board’s decision to proceed with the sale of a portion of UAC’s interest in UPDC to Custodian, effectively putting an end to the UPDC Unbundling.”

What they stand to gain from this deal

The two companies also revealed what they stand to gain from this transaction. According to Custodian, it decided to acquire for the following reasons;

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  • The company claims it is attracted to the ‘recurring cashflow visibility from UPDC REIT citing the huge cash flow it hopes to enjoy from rental income
  • “The UPDC REIT is highly cash generative with recurring income streams. It has distributed an average of N1.4 billion p.a. over the last five years. Rental income from UPDC REIT is underpinned by leases with first-tier tenants. This presents a good match for our business.”
  • Custodian also mentions the N10 billion in assets for sale on the books of UPDC which it will focus on “realising”.
  • For UAC, while it will no longer be pursuing its deconsolidation strategy for UPDC, it will still retain part ownership of the company but will cease to have it as a subsidiary of UAC operating as a standalone.
  • UPDC will now be a subsidiary of Custodian Investment.

UPDC’s Challenges

  • UPDC reported a loss after tax of N15.8 billion in 2019 and has accumulated over N33 billion in losses since 2016.
  • However, its REIT business has faired better reporting a pre-tax profit of N816.5 million in the first half of 2020. It has consistently declared dividends.
  • UPDC collected about N956 million in cash distribution from UPDC Reit in 2019 alone.
  • UPDC has undergone several restructuring since Themis Capital acquired majority ownership in UACN in 2018. However, it was unable to stop the hemorrhaging of losses.

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Corporate deals

Continental Reinsurance Plc acquires 100% ownership of its Botswana subsidiary

Continental Reinsurance Plc now holds 100% of issued ordinary share capital in its subsidiary.

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Continental Reinsurance

Continental Reinsurance Plc has announced 100% ownership of its Botswana subsidiary, as it posts strong growth in its H1 2020 results.

In a bid to continue in its quest for geographical diversity, Continental Reinsurance Plc announced, that it has acquired a minority 40% stake in its Botswana subsidiary, known as Continental Reinsurance Ltd (Botswana), through its holding company – CRe African Investments Limited (“CRAFIL”).

This is contained in a press release released September, 10 and signed by the firm’s Group Communications Manager, Elsie Mbera.

The acquisition means, Continental Reinsurance Plc now holds 100% of the issued ordinary share capital in the subsidiary, effectively announcing a change in the ownership structure of Continental Reinsurance Ltd (Botswana).

On the rationale behind the deal, the Group Managing Director, Dr Femi Oyetunji, was quoted saying: “The acquisition means not only growth in economic size, but also presents us with an opportunity to enhance our strategic influence, and broaden our market appeal through the expansion of stakeholder segments that we actively interact with.”

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On who will lead its newly acquired Botswana subsidiary, Dr Femi added that, “Building on our talent growth and diversity strategy, we have appointed Mr Francis Nzwili as Managing Director. Previously with our Nairobi subsidiary, as Managing Director of the Botswana business, Francis comes on board with a wealth of experience in underwriting and business development, that significantly complements the strength of the existing team. The position of Managing Director was previously held by Mr Cas Hansa, who has taken up new strategic responsibilities as Group Head: Underwriting and Claims.”

Continental Reinsurance, established in 1985, is a composite private pan-African reinsurer that has been on the continent for more than 30 years, writing business in more than 50 countries across the African continent. It provides support to over 200 insurance companies in Africa, with its main offices in Nigeria, Cameroon, Kenya, Côte d’Ivoire, Tunisia and Botswana.

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Corporate deals

Digital Currency Group acquires crypto exchange, Luno

DCG’s recent acquisition will be of significant financial commitment to support Luno expand worldwide.

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One of the leading blockchain companies, Digital Currency Group, or DCG, has recently acquired the British based crypto exchange, Luno.

DCG had initially bought a stake in Luno by investing in the exchange’s seed round in 2014. Since then, the exchange has spread its roots across 40 countries and currently boasts of more than five million registered users on its platform.

American based DCG will be making a significant financial commitment to support Luno expand worldwide including where Luno currently operates and beyond. Financial terms of the deal were however not disclosed.

DCG Founder and CEO Barry Silbert spoke on the recent deal. He said, “We are proud to have supported Luno as an early investor, and we recognize a shared commitment to building mission-driven companies that can help transform traditional financial services and improve economic freedom for people all over the world.”

“Luno is a high growth, global business and there is a massive opportunity to expand organically and through acquisitions,” he added.

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DCG stated that Luno will keep operating as an independent organization under the leadership of its CEO while DCG will provide leadership, partnership, and investment capital to help the exchange scale its business.

Luno has become a digital asset powerhouse in many emerging and frontier markets, providing digital asset education, knowledge, and investment tools for individuals in Africa, Asia, and Europe.

Luno has helped broaden the global crypto investment community and the company has seen record growth of its customer base in 2020.

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In Africa, the company saw more than 550,000 new users on its platform in Q2 2020 and contributes the largest share of cryptocurrency trading volume on the continent across non-P2P exchanges.

Luno is a leading exchange in several countries that have the highest percentage of cryptocurrency ownership, including South Africa (third-highest of its citizens owning digital currencies), Nigeria (fifth-highest), Indonesia (sixth-highest), and Malaysia (tenth-highest)

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Corporate deals

Access Bank acquires Zambian Cavmont Bank Ltd

The statement from Access Bank says that the deal is a highly complementary transaction.

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Access Bank Zambia, a subsidiary of Nigeria’s Access Bank Plc, has reached a ‘definitive agreement’ with Cavmont Capital Holdings Zambia Plc (CCHZ) to acquire Cavmont Bank Ltd.

The tier-1 bank announced this latest development regarding the merger talk which has been ongoing for a while, in a statement that was signed by its Company Secretary (Sunday Ekwochi) and issued to the Nigerian Stock Exchange earlier today.

According to the statement by Access Bank, the deal is a highly complementary transaction that is expected to combine Access Bank Zambia’s wholesale and trade finance capabilities with Cavmont Bank’s retail and commercial banking operations.

READ ALSO: CBN debits banks N216.1 billion for CRR compliance

The proposed transaction which, in the meantime is still subject to relevant shareholder and regulatory approvals, is also expected to better position Access Bank Zambia as one of the top 10 banks in the Southern African country.

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Customers from the enlarged bank will benefit from greater security offered by what will be one of the most capitalized banks in Zambia with a more diversified product and service offering and a broader geographical footprint and infrastructure.

Access Bank on its notification stated, ‘’Subsequent to our announcement on July 8, 2020, the Board of Access Bank Plc announces today that its subsidiary, Access Bank (Zambia) Limited, has entered into a definitive agreement with Cavmont Capital Holdings Zambia Plc (CCHZ) regarding proposed acquisition of Cavmont Bank Limited, a subsidiary of CCHZ and subsequent merger of Cavmont Bank’s operations into Access Bank Zambia. The proposed transaction, which remains subject to relevant shareholder and regulatory approvals, will position the enlarged Access Bank Zambia as one of the top 10 banks in Zambia and create the momentum to advance its strategic objectives.’’

READ: A look at how much banks paid their workers in Q1 2020

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‘’Under the terms of the agreement, Access Bank Zambia will acquire the entire issued ordinary share capital, assets and liabilities of Cavmont Bank while Capricom Group Limited, the ultimate majority shareholder of CCHZ will invest at least ZMW300 million ($16.5 million) of preference shares into Access Bank Zambia. Capricorn will hold preference shares in the enlarged Access Bank Zambia for a period of five years, after which the preference shares will be acquired by Access Bank Plc.’’

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The statement also notes that the enlarged bank will be well placed to participate in the long-term economic growth of Zambia and will be predicated on the country’s vast reserves of natural resources and fast growing young population.

The transaction is expected to be completed during the fourth quarter of 2020.

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