The Umeme shareholder loan
Umeme at the time of listing was valued at $178m, of which $66.73m or 38percent was sold to the public through an IPO in November 2012. The eventual listing, as Actis’ Tashi Lassalle notes was meant “to allow retail and the people of Uganda to invest.” She adds, “From our experience the ownership of a national utility company by domestic customers model works well...” On the other hand, however, Umeme had a debt burden, not that big though, but one where it was forking out interest payment of 12percent. Close to US$27m or Ushs66.9bn was the outstanding balance of this shareholder loan to Umeme Ltd, from Actis through a holding company called Umeme Holdings in Mauritius. The IPO was meant to raise money to pay-off the outstanding balance of this loan.
Essentially the accounting geniuses at Actis insist they have not taken any dividends out of Umeme’s profits since 2005, at least until it went public and posted a profit at the end of 2012. Shareholders carefully structured a loan to Umeme, which they say had a high interest bearing. In fact, they concentrated on building a pool of retained earnings, now at Ushs141bn from a partly Ushs42bn in 2007.
“...the Company has not paid dividends since its inception, although Umeme has paid an increasing level of shareholder loan interest for the past three years as a means of distributing cash to shareholders,” reads the Umeme IPO prospectus. At 12percent interest, Umeme shareholders, since 2009, got paid. Furthermore, interest on a loan has to be paid despite the performance of the company, in this case, the loan carefully hedged shareholders against non-payment just in-case the company makes losses. Luckily, the company has only posted a loss of Ushs2.8bn in 2010, since 2007.
The shareholders loan, initiated in 2005, was to cater for capital investments in the utility company, a requirement for the concession. The Umeme IPO prospectus reads that the loan was “....to provide funding to Umeme related to the original target investment of US$65m..... The loan had a grace period of 4 years and repayment of the loan principal was expected to be in 7 equal annual installments effective 2009.” By end of 2011, Umeme was required to have paid back Ushs37.7bn of the loan, but it had only paid a total Ushs25.7bn since 2009. On this capital investment, they were guaranteed a handsome 20 percent return, annually.
At the end of the day, after a shareholder loan injection of Ushs47.6bn in 2005 and 2007, Actis walked away with an estimated Ushs92.6bn – a few billions short of the retained earnings of 2011 - after interest and principle. After posting Ushs57.1bn net profit in 2012, the very first dividend payout totaled Ushs24.3bn [Ushs15 per share]. Actis, through Umeme Holdings has over 975million shares [60.08%], translating into a total dividend payout out of Ushs14.6bn - before withholding tax of 15percent - , another handsome payday.
Furthermore, Actis insists it has created investor value in Umeme as a business. At a recent AGM, the Company Directors noted that they’ll keep continue “...generating sufficient profits to sustain and build the business while providing value to shareholders.” Currently, Umeme is trading at Ushs360 a 23.6percent rise from Ushs275, the IPO price. Value created; Perhaps.
The US$42m Dfcu stake sale
Actis started managing the Commonwealth Development Corporation (CDC) 60.02percent shareholding in Dfcu Bank in 2004. In the same year, Dfcu went public with 30percent stake, as government and the World Banks’ IFC divested their interest in the bank, at Ushs230per share. On the day Dfcu was listed in 2004, the share price surged to Ushs305.
Since then, Dfcu has grown and Actis, is quick to express the investor value created for the last 10years.
“Today, DFCU is the 5th largest bank by assets, with an estimated asset base of US$387m (2012), representing approximately 7% of the total bank assets in Uganda. This represents 5x growth in the asset base – a 9 year CAGR of 18.5% (2003: US$84m to 2012: US$387m),” notes Actis’ Lassalle.
Five months after selling a stake in Umeme, Actis sold a 45.05 percent stake in Dfcu – retaining 15percent – to Robabank (27.54 percent) and NORFUND (17.54 percent). The sell was the largest equity block trade facilitated by the Uganda Securities Exchange (USE) and Actis, sold at Ushs1030 per share, translating into a take home of Ushs111.9bn (US$42m).
From a small time bank, to a big time bank whose asset base had been expanding, the partial exit a handsome return to Actis. Since 2004, Dfcu has posted net profits, the highest being Ushs31.5bn in 2011, and maintained a dividend of policy, on average, of 37percent of profit after tax. Actis, since 2004 has been earning a dividend from the 60.02percent (111,923,594 million shares) shareholding in Dfcu. For instance, between 2005 and 2012, Actis has earned over Ushs21.1bn in dividend payouts – excluding withholding tax. Furthermore, Actis was able to sidestep Capital Gains Tax obligations - on stake sale - to Uganda Revenue Authority, considering that as a listed company in Uganda, it doesn’t apply.
No wonder Michael Turner, Director of East Africa, Actis Capital LLP, notes “this [transaction] was unique in the history of Uganda.” Actis, with two partial exits in Uganda, has shown that there’s a return on investment but only if you are as smart as they are.