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INTRODUCTION


Welcome to Adansonia’s Izindaba. Izindaba is the Zulu word for “NEWS” and we hope that you will find the articles contained in the newsletter of interest.


In this edition:

  • Adansonia Corporate Finance Launch;
  • Adansonia participates in the South African Institute of Tax (“SAIT”) Workshops;
  • Adansonia Country Report: Ethiopia – Open for “Cautious” Investment;
  • Adansonia PE Opportunities Limited – Fund Update;
  • Mauritian Regulatory updates;
  • Adansonia signs South African Airways Corporate Agreement;
  • Adansonia Cycle Tour 2018.

Please feel free to forward this newsletter onto anyone who may find it interesting, visit our website www.adansoniaholdings.com for more information on our services, and any comments can be directed to Brendon.jones@adansoniaholdings.com.


ADANSONIA CORPORATE FINANCE LAUNCH


Adansonia Corporate Finance officially launched its offering in Zimbabwe and Zambia in July. The key focus of the company is to facilitate investment into Africa, utilizing the range of M&A instruments i.e. debt or equity and leveraging off our network of asset managers and private equity firms around the world.


We wrap all our services in a flexible M&A service offering which may (depending on circumstances and client needs) include;

  • strategic asset/country advice;
  • valuations and preparation of necessary valuation reports;
  • assistance in negotiations with debt providers and/or potential buyers/investors;
  • referrals to other proven in country service providers and experts when local context is required;
  • assistance during due diligence;
  • project management of the M&A process from start to completion; and
  • Capital Raising for private companies.

Our approach treats each engagement and its proposed fee structure as unique, and varies according to the complexity, amount of work required, and size of transaction. We are prepared to take some fee risk in undertaking certain projects where we have a good understanding of the strategic intent of the client, and a measure of confidence regarding the likelihood of success.


To date we have successfully raised $4 million for clients in this space and have a number of interesting mandates in the pipeline.


If you would like any further information in this service, please contact Mark Elliott on mark.elliott@adansoniaholdings.com


To view the presentations from the Zimbabwe and Zambian launch please click on the following links.


Adansonia Corp Finance – Zimbabwe

Adansonia Corp Finance – Zambia


ADANSONIA PARTICIPATES IN THE SOUTH AFRICAN INSTITUTE OF TAX (“SAIT”) WORKSHOPS


Brendon Jones was among the presenters and panellists for the SAIT Tax workshop held in Johannesburg and Cape Town in June. The workshops were aimed at igniting industry awareness, with both a South African and International perspective, of the current tax, wealth, succession and compliance landscape. An overriding message was that the worldwide advisory and compliance web is closing-in.


The workshop was presented by Keith Engel, SAIT’s Chief Executive and facilitated by Andrew Wellsted of RM Partners; presenters included Justine van Wyk, Rachel Bentley, Catharina Prym, Yann Mrazek, Roxanna Nyiri and was hosted by FNB Fiduciary.


To view Brendon’s presentation on Mauritius, click on the link below:


Adansonia Holdings Limited – SAIT Presentation


ADANSONIA COUNTRY REPORT: ETHIOPIA – OPEN FOR “CAUTIOUS” INVESTMENT


Background


This report is issued following a second visit to Ethiopia, between the 18th – 21st July, by Rudolf Pretorius and Brendon Jones to follow up on progress made with the two investments Adansonia PE Opportunities Limited made into the Ethiopian pharmaceutical and fast-moving consumer goods industries businesses. The trip was also planned to assess whether changes to the Ethiopian political and general business environment have been sufficient to create attractive investment opportunities for a number of our clients.


The Ethiopian economy


Ethiopia’s population and geographic location gives it strategic dominance as a jumping off point in the Horn of Africa, close to the Middle East and its markets. Landlocked, it borders Eritrea, Somalia, Kenya, South Sudan, and Sudan and tiny neighbour, Djibouti, which is also its main port. Ethiopia has a large population of about 102 million (2016), and is still growing at just below 3% per annum, making it the second most populous nation in Africa after Nigeria. It is the fastest growing economy in the region having consistently achieved GDP growth rates of between 8% and 10% since 2003. However, coming off a very low post communist base, it is also one of the poorest countries in the region.


Ethiopia is the only sub-Saharan country which was never colonised. It did however suffer from a period of extreme communism between 1974 and 1991, which destroyed the majority of the country’s economic capabilities, and left behind a generation with very limited skills.


Higher economic growth brought with it positive trends in poverty reduction in both urban and rural areas. In 2000, 55.3% of Ethiopians lived in extreme poverty; by 2011 this figure was 33.5% and the unemployment rate has decreased from 26% in 1999 to currently 16%. 70% of the population is below the age of 30.


In the past two decades, there has been progress in key human development indicators: primary school enrolment has quadrupled, child mortality been halved, and the number of people with access to clean water has more than doubled. While access to education has increased, learning outcomes and the quality of education are not keeping pace with it, and there are regional and gender disparities in basic educational proficiency. The weak education system and lack of skills was a common theme through-out all our discussions with private equity investors and businessmen active in Ethiopia.


Ethiopia’s only large city is Addis Ababa, with around twenty other significant towns across the country. Around 20% of the population is urbanised, one of the lowest urbanisation percentages in the world, and the country is urbanising at a rate of 4.5% per annum - that is approximately four million people per annum, or the current size of Addis Ababa each year! The rate at which urbanisation is taking place, was one of the most exciting prospects for business and the opportunity it represents.


The rapid rate of urbanisation and high economic growth rate is pushing more and more people into the consumer market however the low rate of industrialisation is causing imports to rise. The resultant imbalance in the current account has become structural, causing a chronic shortage of US Dollars for importers. Government has been actively promoting companies that are able to do import replacement, or create new export industries in an attempt to alleviate this problem.


Ethiopia has the biggest national airline in Africa, and although Government owned, is profitable. It is aggressively rolling out a strategy of becoming a main airline hub into Africa. It has a good arterial road system linking the cities and towns across the country, and the new Chinese financed rail link to Djibouti is about to be commissioned. It also has good power infrastructure, and it exports power to neighbouring countries from its hydro electrical dams in the Blue Nile. Government is very beaurocratic, and access to many key sectors of the economy to date has been reserved for locals, starving the economy from foreign competition and innovation. The observable level of corruption is relatively low.


Politics


The ruling Ethiopian People’s Revolutionary Democratic Front (EPRDF) that overthrew the communist DERGE regime in 1991 is still in power. It has kept tight control over political opposition resulting in sporadic outbreaks of protest over the past fifteen years, which was vigorously supressed. All this changed three months ago when the party elected a new young leader, Abiy Ahmed, in April 2018, who then became prime minister.


Since then, Abiy has electrified Ethiopia with his informal style, charisma and energy, earning comparisons to Nelson Mandela, Justin Trudeau, Barack Obama and Mikhail Gorbachev. The 42-year-old – who took power following the surprise resignation of his predecessor, has so far reshuffled his cabinet, fired a series of controversial and hitherto untouchable civil servants, reached out and made peace with hostile neighbours such as Eritrea, released thousands of political prisoners, lifted bans on websites and other media, ordered the partial privatisation of massive state-owned companies, and ended a state of emergency imposed to quell widespread unrest.


Abiy’s change in policy is designed to address Ethiopia’s critical shortage of foreign currency, a shortage of jobs for a huge number of graduates, significant environmental damage, ethnic tensions and a hunger for change. Our enquiries regarding his approval rating amongst Ethiopians is indicative that more than 90% of the population are supportive.


Investment outlook summary


Ethiopia presents a very attractive investment opportunity given its size, economic growth rate, rate of urbanisation, general lack of foreign competition, and relative stability, enhanced by the recent political changes.


That said, the consumer market is still in its infancy, the labour force and managerial staff pool is poorly skilled, currency shortages will persist for some time, and government policy implementation is beaurocratic.


So, our advice is to proceed only after very thorough market research has been done, and make sure enough foreign currency is on hand to fund imported capital expenditure and raw material requirements for the next few years. Lastly, it is imperative that competent senior expat management is relocated to Ethiopia to manage through these obstacles.


ADANSONIA PE OPPORTUNITIES LIMITED - FUND UPDATE


Adansonia PE Opportunities Limited (“APEO”) has now been operational for 2 years and has made 5 investments with total capital invested of USD 7.3 million. APEO’s investment objective is to generate above average returns from the investment opportunities introduced by the APEO directors through their involvement with various investment structures and/or corporate networks, mainly in Africa.


In summary, for the quarter ended March 2018, the net effect of valuation adjustments made during the quarter under review is a return of 3.1%. We received fresh capital subscriptions for USD 2.86 million during the quarter, of which USD400k was applied to increase our investment in Alphamin, and USD500k was invested into the largest operational subsidiary in the African Alpha fast moving consumer goods stable in Ethiopia in which we already have an investment.


APEO has recently committed to investing USD 1.5 million into a UK holding company which operates sports betting licences in a number of African countries including Kenya, Uganda, Nigeria, Ghana and Zambia.


For a full overview of investments to date, please click on the link below:


http://adansoniaholdings.com/reports/2018/APEO_2018.html


MAURITIAN REGULATORY UPDATES


Finance (Miscellaneous Provisions) Act 2018 (the “Finance Act 2018”)


The Finance Act which contains provisions for the implementation of the measures announced in the budget 2018-2019 was approved by the Parliament on 31 July 2018. However, we expect the Financial Services Commission and the Mauritius Revenue Authority to issue guidance notes and practice notes to substantiate the changes brought in the legislation.


The key amendments to the Global Business sector have been detailed in our previous communiqué sent to all clients on 27 July 2018. We wish to remind you of the following grandfathering provisions:


Date of Licence Grandfathering
GBC 2 licence issued on or prior to 16 October 2017 Up to 30 June 2021
GBC 2 licence issued post 16 October 2017 Up to 31 December 2018


In terms of the GBC 2 licences issued post 16 October 2017, they can either apply for a Global Business Licence or an Authorised Company licence or alternatively wind up.


Some additional relevant amendments are:


1. Amendments to Limited Liability Partnerships Act 2016

1. Every limited liability partnership (“LLP”) will be required to keep a register of partners at its registered office. Where a partner is a nominee, the name of the beneficial owner or ultimate beneficial owner should be disclosed in the register of partners.


1.2. Any entry or change in the register of partners will need to be filed with the Registrar within 14 days of the entry or change.


1.3. The details of the register shall be disclosed to any person unless required by the beneficial owner / ultimate beneficial owner or required for the purpose of an investigation/enquiry or ordered by a court / judge in chamber.


1.4. Any partner of an LLP may request the Registrar to remove the LLP from the register, subject to the request being accompanied by a written statement from the MRA and FSC (as applicable) that there is no objection for the removal from the register.


1.5. Where the name of an LLP has been removed from the register, the LLP shall continue to be liable for all its claims, debts, liabilities and obligations and the liability of its partners or officers shall not be affected

2. Amendments to Limited Partnerships Act

2.1. The register of partners of a Limited Partnership (“LP”), in case where there are nominee partners, will need to be amended to reflect the name of the beneficial owner / ultimate beneficial owner.


2.2. Any entry or change in the register of partners will need to be filed with the Registrar within 14 days of the entry or change.


2.3. The details of the register shall be disclosed to any person unless required by the beneficial owner / ultimate beneficial owner or required for the purpose of an investigation/enquiry or ordered by a court / judge in chamber.


2.4. New provisions have been added enabling the Registrar to remove an LP from the register if the Registrar believes that the LP has ceased to carry on business and there is no other reason for the LP to continue in existence; the LP has failed to pay fees due to the Registrar; or the LP fails to file the financial statements, financial summary or annual return as required.


2.5. The amendments also allow for a Partner of the LP to request the Registrar to remove the LLP from the register, subject to the request being accompanied by a written statement from the MRA and FSC (as applicable) that there is no objection for the removal from the register.


2.6. Where the name of an LP has been removed from the register, a creditor or a liquidator may apply to the Court, within 5 years from the date of removal, to have the name of the LP restored.


2.7. Prior to ordering the restoration, the Court should be satisfied that the LP was still carrying on business or that there was another reason which prevailed for it to carry on business and that it would be fair and reasonable for the LP to be restored.

3. Amendments to Income Tax Act

3.1. In the case of GBC1 licences issued prior to 16 October 2017, the foreign source income shall, up to 30 June 2021, include income derived from its transactions with non-residents or corporations holding a Global Business Licence under the Financial Services Act.


3.2. The tax exemption available to GBC2 licenced on or prior to 16 October 2017 will continue to apply up to 30 June 2021 except for income derived from the following:

3.2.1. such intellectual property assets acquired from a related party after 16 October 2017


3.2.2. such intellectual property assets acquired from an unrelated party, or such newly created intellectual property assets, after 30 June 2018 3.2.3. income derived from such specific assets acquired or projects started after 31 December 2018

3.3. Tax holidays would be granted to the following types of entities:

3.3.1. Five years’ in respect of income derived by a company from activities carried out as a project developer or project financing institution in collaboration with the Mauritius Africa Fund for the purpose of developing infrastructure in the Special Economic Zones.


3.3.2. Five years’ in respect of income derived by a company from activities carried out as a project developer or project financing institution in collaboration with the Mauritius Africa Fund for the purpose of developing infrastructure in the Special Economic Zones.


3.3.3. Eight years’ in respect of inc derived by a person from any activity under the sheltered farming scheme, set up by the Food and Agricultural Research and Extension Institute.


3.3.4. The definition of “export of goods” includes international buying and selling of goods by an entity in its own name, whereby the shipment of such goods is made directly by the shipper in the original exporting country to the final importer in the importing country, without the goods being physically landed in Mauritius, such that these entities will also benefit from the 3% corporate tax rate.


3.3.5. The exemption applicable to Freeport operators and private Freeport developers will be removed. However, Freeport licences issued on or before 14 June 2018 will continue to benefit from the current tax exemption until 30 June 2021.

MOU WITH OECD


The Ministry of Financial Services and Good Governance has announced that a Memorandum of Understanding (MOU) will be signed between the OECD and Government of Mauritius, the purpose of which would be to enhance co-operation to strengthen and support effective regulation, sound corporate governance and good conduct in Mauritius and in the Southern and Eastern African regions.


The collaboration of the Parties will cover a number of substantive areas focusing on markets and regulatory conduct which includes the regulation and supervision of the financial sector, financial literacy and education, financial consumer protection and financial inclusion and blockchain policy issues in the financial sector among others. The Parties may co-operate by joint research into domestic and/or regional policy issues and joint events in Mauritius, including training sessions, policy workshops and research seminars.


Fintech space


With a view to promoting the emerging fintech sector of activities, the Fintech and Innovation-Driven Financial Services Regulatory Committee, which had been set up in February 2018, finalised its report whereby priority areas in the fintech space has been considered and recommendations have been made on the approach to be adopted for regulating this sector of activities.


In addition to the above, the FSC has also signed a cooperation agreement with the “Autorité des marchés financiers (AMF)” to promote the innovation of financial services on their respective markets. Fintech will trigger a major transformation in the financial services sector and Mauritius finds itself in a unique position to leverage on its expertise, as well as its good reputation in the financial services sector to attract fintech entrepreneurs and position itself as the fintech and technology hub for Africa and Asia.


ADANSONIA SIGNS SOUTH AFRICAN AIRWAYS CORPORATE AGREEMENT


The Adansonia Group has recently entered into a Corporate Agreement, with a view to offer flight benefits to clients of our group entities. South African Airways, a Star Alliance member, through our corporate agreement, is offering attractive discounts on airfares from Mauritius to South Africa and the rest of SAA network as well as from South Africa to Mauritius. The upfront discounts, ranging from 5% in economy class to 18% in business class are available to Adansonia Group clients and partners whenever they travel on the SAA operated or marketed flight numbers.


In summary, the benefits of this agreement will include:

  • Lower travel costs;
  • Travel date changes free of charge once you book under the SAA/Adansonia Group corporate deal;
  • In specific circumstances, access to the Mauritius airport business class lounge will be offered;

Travel comfortably on SAA Airbus A340 and A333 to Johannesburg and beyond. For more information, contact Ondine (ondine.dodin@adansoniamanagement.com), who will be coordinating bookings with our Mauritian travel agents, Silverwings.


ADANSONIA CYCLE TOUR 2018


The annual Adansonia Cycle tour took place again in May this year. With over 30 participants, which included riders from South Africa, Mauritius and Dubai with ages ranging from 10 - 79 years old, the 4 day trip was a raging success and great fun was had by all.


The event, a 4 day social mountain bike ride around the island of Mauritius, averages around 70km per day and includes sponsored kit and accommodation at 5 star resorts.


This year saw Novare as lead sponsor with Investec Bank Mauritius Limited and Adansonia Holdings Limited as co-sponsors.


The tour will happen again in 2019 and for those of you who are interest in participating, this usually happens on the last 2 weeks of May. If you are interested in participating, please diarise accordingly and let us know, so we can provide you with more information in due course.


Photos of this year’s event can be viewed on our face book page - https://www.facebook.com/adansoniaholdings/.