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Co-op Bank acquisition triggers Jamii Bora row

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Co-op Bank acquisition triggers Jamii Bora row

Jamii Bora Bank
A Jamii Bora Bank branch in Nakuru. FILE PHOTO | NMG 

The move by Co-operative Bank of Kenya #ticker:COOP to acquire a controlling 90 percent stake in Jamii Bora Bank has exposed rifts among the existing shareholders of the small, capital-starved bank.

It has emerged that four institutional investors in Jamii Bora, owning a combined stake of about 45 percent, are not privy to the lender’s financial health or the details of the proposed transaction.

The investors — Shorecap II, private equity firm Catalyst Principal Partners, Cornerstone Enterprises and Nordic Microcap Investment — wrote to Jamii Bora’s chief executive, Timothy Kabiru, on June 24 seeking information about the company and specific terms of the deal with Co-op Bank.

Mr Kabiru responded to the shareholders on June 30 saying that Jamii Bora was not obliged to provide most of the information requested.

He added that other details, such as the financial position of the company that has not been made public for two years, will only be provided to shareholders after writing a formal request to his office.

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The correspondence reveals that the bank has not held an annual general meeting for at least two years, a period in which the four institutional investors were in the dark with regard to the company’s finances and strategy.

It also shows that the transaction, in which Co-op Bank will pay Sh1 billion for new shares, is progressing without a definitive agreement on all the terms.

The new agreement means that existing shareholders will not take out any cash in the deal with Co-op Bank.

All existing shareholders of Jamii Bora will be squeezed into a 10 percent stake, making them passive investors as Co-op Bank takes control of the board and management.

The investors had previously eyed a combined Sh1.4 billion payday when they tried to sell the bank to former CBA Group #ticker:NCBA in January 2019.

Jamii Bora’s affairs show restriction of shareholder rights, including access to the company’s financial statements, the terms of the proposed transaction and a business plan supporting the buyout by Co-op Bank.

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Public companies typically issue circulars to shareholders detailing the terms and nature of mergers, acquisitions and major business reorganisations, especially post transaction.

The four institutional investors asked the CEO to provide them with a copy of detailed offer terms from Co-op Bank.

They sought to know Co-op Bank’s formal promise on its rescue for the loss-making lender, level of compensation if the deal collapses technically known as break fees, whether the board of Jamii Bora has approved the offer document, and whether shareholders will be entitled to receive and approve the final definitive transaction documents.

Mr Kabiru responded that the four had no rights over the shares being bought by Co-op Bank, arguing theirs are new and not existing stock.

“Since the offer does not relate to the existing shareholders’ per se, the company is not obliged to share the terms of the offer or the transaction documents,” Mr Kabiru replied in the June 30 letter.

Mr Kabiru’s stance shows that the Jamii Bora deal will also be concluded with minimal involvement of its shareholders.

Besides the institutional investors, Jamii Bora has more than 600 retail shareholders.

At the July 1 “General Meeting” held to consider the buyout, shareholders controlling a combined 73 percent stake voted to approve the transaction.

They also gave the board of directors authority to take all actions necessary to conclude the deal, including amending the terms of the deal with Co-op Bank.

The current deal has already been changed from the earlier one announced in March when Co-op Bank was to buy a 100 percent stake in Jamii Bora.

The current Jamii Bora shareholders invested more than Sh2 billion in the bank and recouping their capital will take years even under the stewardship of Co-op Bank.

A source familiar with the matter told the Business Daily that the bank had the blessings of the Central Bank of Kenya (CBK) to pursue the rescue deal without paying too much attention to customary shareholder rights.

“The big issue here is that CBK wants Jamii Bora to be acquired,” the source said.

“For current shareholders, it is either the Co-op Bank deal or their investment goes to zero. The board is prioritising the buyout.”

Jamii Bora last reported a Sh51.2 million net loss and net assets of Sh3.4 billion in the quarter ended March 2018, with the suspension of results publications in subsequent quarters meant to avoid a run on the lender.

The source mentioned other distressed bank sales that were shepherded by the CBK, including those of Chase Bank and Imperial Bank, where normal shareholder communications and engagement were little observed.

The four investors also wanted to know the potential liability facing current shareholders should the information provided to Co-op Bank turn out to be false or misleading.

“The representations and warranties are yet to be fully set out. However, it is expected that they will relate to the issues arising from the transaction due diligence and will be created by the company and not the shareholders.”

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World Bank pushes G-20 to extend debt relief to 2021

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World Bank Group President David Malpass has urged the Group of 20 rich countries to extend the time frame of the Debt Service Suspension Initiative(DSSI) through the end of 2021, calling it one of the key factors in strengthening global recovery.

“I urge you to extend the time frame of the DSSI through the end of 2021 and commit to giving the initiative as broad a scope as possible,” said Malpass.

He made these remarks at last week’s virtual G20 Finance Ministers and Central Bank Governors Meeting.

The World Bank Chief said the COVID-19 pandemic has triggered the deepest global recession in decades and what may turn out to be one of the most unequal in terms of impact.

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People in developing countries are particularly hard hit by capital outflows, declines in remittances, the collapse of informal labor markets, and social safety nets that are much less robust than in the advanced economies.

For the poorest countries, poverty is rising rapidly, median incomes are falling and growth is deeply negative.

Debt burdens, already unsustainable for many countries, are rising to crisis levels.

“The situation in developing countries is increasingly desperate. Time is short. We need to take action quickly on debt suspension, debt reduction, debt resolution mechanisms and debt transparency,” said Malpass.

ALSO READ:Global Economy Plunges into Worst Recession – World Bank

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Kenya’s Central Bank Drafts New Laws to Regulate Non-Bank Digital Loans

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The Central Bank of Kenya (CBK) will regulate interest rates charged on mobile loans by digital lending platforms if amendments on the Central bank of Kenya Act pass to law. The amendments will require digital lenders to seek approval from CBK before launching new products or changing interest rates on loans among other charges, just like commercial banks.

“The principal objective of this bill is to amend the Central bank of Kenya Act to regulate the conduct of providers of digital financial products and services,” reads a notice on the bill. “CBK will have an obligation of ensuring that there is fair and non-discriminatory marketplace access to credit.”

According to Business Daily, the legislation will also enable the Central Bank to monitor non-performing loans, capping the limit at not twice the amount of the defaulted loan while protecting consumers from predatory lending by digital loan platforms.

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Tighter Reins on Platforms for Mobile Loans

The legislation will boost efforts to protect customers, building upon a previous gazette notice that blocked lenders from blacklisting non-performing loans below Ksh 1000. The CBK also withdrew submissions of unregulated mobile loan platforms into Credit Reference Bureau. The withdrawal came after complaints of misuse over data in the Credit Information Sharing (CIS) System available for lenders.

Last year, Kenya had over 49 platforms providing mobile loans, taking advantage of regulation gaps to charge obscene rates as high as 150% a year. While most platforms allow borrowers to prepay within a month, creditors still pay the full amount plus interest.

Amendments in the CBK Act will help shield consumers from high-interest rates as well as offer transparency on terms of digital loans.

SEE ALSO: Central Bank Unveils Measures to Tame Unregulated Digital Lenders

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Scope Markets Kenya customers to have instant access to global financial markets

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NAIROBI, Kenya, Jul 20 – Clients trading through the Scope Markets Kenya trading platform will get instant access to global financial markets and wider investment options. 

This follows the launch of a new Scope Markets app, available on both the Google PlayStore and IOS Apple Store.

The Scope Markets app offers clients over 500 investment opportunities across global financial markets.

The Scope Markets app has a brand new user interface that is very user friendly, following feedback from customers.

The application offers real-time quotes; newsfeeds; research facilities, and a chat feature which enables a customer to make direct contact with the Customer Service Team during trading days (Monday to Friday).

The platform also offers an enhanced client interface including catering for those who trade at night.

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The client will get instant access to several asset classes in the global financial markets including; Single Stocks CFDs (US, UK, EU) such as Facebook, Amazon, Apple, Netflix and Google, BP, Carrefour;  Indices (Nasdaq, FTSE UK), Metals (Gold, Silver); Currencies (60+ Pairs), Commodities (Oil, Natural Gas).

The launch is part of Scope Markets Kenya strategy of enriching the customer experience while offering clients access to global trading opportunities.

Scope Markets Kenya CEO, Kevin Ng’ang’a observed, “the Sope Markets app is very easy to use especially when executing trades. Customers are at the heart of everything we do. We designed the Scope Markets app with the customer experience in mind as we seek to respond to feedback from our customers.”

He added that enhancing the client experience builds upon the robust trading platform, Meta Trader 5, unveiled in 2019, enabling Scope Markets Kenya to broaden the asset classes available on the trading platform.

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