Equity Group has entered into a binding deal with sub-Saharan African financial services group, Atlas Mara Limited, for the exchange of certain banking assets of the Company in four countries for ordinary shares in the bank.
The proposed balance sheet transaction is subject to confirmatory due diligence, definitive transaction documentation, relevant regulatory approvals, and other conditions precedent customary for transactions of this nature.
As part of the deal, Equity Group would acquire for shares in Equity Group Holdings Atlas Mara’s 62% shareholding in Banque Populaire du Rwanda (BPR) and, via the Company’s subsidiary ABC Holdings Limited, all of Atlas Mara’s indirect interests in African Banking Corporation Zambia (BancABC Zambia), African Banking Corporation Tanzania (BancABC Tanzania), and African Banking Corporation Mozambique (BancABC Mozambique). The parties would anticipate mergers of their respective banks within each of Rwanda and Tanzania.
Atlas Mara expects to receive as consideration approximately 252,482,300 ordinary shares of Equity Group representing approximately 6.27% of the pro forma share capital of the lender post-closing.
This implies the consideration to be paid is the equivalent of approximately USD 105.4 million (Ksh 10.7 billion). The aggregate consideration ultimately payable will be that set out in the definitive agreements negotiated following confirmatory due diligence, and may be subject to adjustment (positive or negative), based on the performance of the banks through consummation of the transactions, and on the net asset value of the banks at the time of closing relative to the net asset value they reported as at 31 December 2018. Further, actual aggregate consideration could include an additional conditional deferred amount.
“This implies that the monetary value of the consideration to be paid is the equivalent of 10.7 billion shillings (equivalent to approximately $105.4 million),” Equity said in a statement.
“As part of the Proposed Transaction, the Company and EGH also consider that it may be of mutual benefit to invest further cash resources in EGH at the same time or shortly after consummation of the Proposed Transaction, which would increase Atlas Mara’s shareholding in EGH. The parties intend to further explore this and set out the final agreed position in the definitive transaction agreements, subject to obtaining the required regulatory and shareholder approvals,” Atlas Mara said in a statement.
Subject to regulatory approval, the individual transactions are expected to close between the fourth quarter of 2019 and the first quarter of 2020, depending on jurisdiction.
The Proposed Transaction would result in the deconsolidation of the four banks, with the accounting treatment expected to have a negative impact on the stated profit and capital of Atlas Mara for 2019. This negative impact would result from the realization of translation losses and the impairment of goodwill allocated for these entities on completion of the Proposed Transaction.
Commenting on the Proposed Transaction, Michael Wilkerson, Atlas Mara Executive Chairman, said: “We are very pleased to announce this agreement with Equity Group. The Proposed Transaction is consistent with our previously announced strategic review, and our stated intention to focus on investments in core markets where a path to market leadership is clearly achievable, and to partner elsewhere. These four countries contribute less than 2% of total Group net income, with an implied aggregate return on equity of approximately 2%, and represent substantial carrying costs in terms of capital and liquidity support.”
“The Proposed Transaction represents an opportunity to strengthen the position of these banks, and to refocus on our largest and strongest market positions. While the Proposed Transaction is expected to be dilutive to book value at closing (primarily as a result of impairment of acquisition-related intangibles and goodwill), it is expected to be value accretive long-term, given the lower returns and capital-intensive nature of these banks for Atlas Mara,” he added.
Wilkerson noted that with Equity Group’s proven history of achieving profitable growth in East Africa through the use of technology, and the stronger combined scale in Rwanda and Tanzania, the firm believes these banks will benefit from Equity Group’s business model while continuing to serve customers and the stakeholders in the markets in which they operate.
“At the same time, we expect Atlas Mara to be better positioned to compete and drive our growth strategy in our core markets.”