Select Case Studies
Bond Issuance 2016
Vetiva acted as a Joint Issuing House/Bookrunner to Sterling Bank PLC (the “Bank”), on the registration of its N65 billion Bond Issuance Programme and issuance of N7.96 Billion, Series I Bonds thereunder. Proceeds of the bonds were to be used for general corporate purposes.
Vetiva, in its co-advisory capacity provided guidance and insight on transaction structuring and execution route, in view of the bank’s objectives and current market conditions as well as coordinated requisite filings with the SEC and led series of extensive engagements with relevant divisions towards obtaining relevant approvals in conjunction with the Lead Issuing House.
Vetiva’s role in ensuring the Bank’s investment case was carefully crafted and appropriately communicated to the market, stimulated demand from a wide pool of investors despite the prevailing macroeconomic headwinds.
Acquisition of 65.7% equity stake in Tiger Branded Consumer Goods PLC by Dangote Industries Limited 2016
The ‘going concern’ status of TBCG was threatened by burgeoning operating losses and the withdrawal of financial support by the company’s core shareholder – Tiger Brands.
In order to strategically reposition the TBCG on the path of profitability and ensure it remains a viable going concern, DIL offered to acquire Tiger Brands’ 65.7% equity stake in TBCG.
Vetiva provided strategic advice on the optimal transaction structure and modalities to achieve the transaction objectives and leveraged its vast experience and competence in engaging regulatory authorities to facilitate the receipt of the SEC and NSE approvals in a timely manner.
Rights Issue on the floors of The NSE and JSE 2015
Vetiva acted as Financial Adviser/Lead Issuing House to Oando PLC on its rights issue of 2,956,353,579 ordinary shares of N0.50 each at N16.50 per share.
Oando embarked upon a follow-on Rights Issue in order to de-lever its balance sheet via repayment of existing financial debt obligations, as well as replenish working capital lines utilized in the financing of the acquisition of ConocoPhillips’ Nigerian businesses.
The price of the Rights Issue was initially approved by the Nigerian Securities and Exchange Commission (“Nigerian SEC”) at N22.00 per share. However, as a result of the weak equity market conditions largely driven by declining crude oil prices, Vetiva sought and received the Nigerian SEC’s and South Africa JSE’s approval of the revision of the Rights Issue terms.
The change in Rights Issue price during the Rights Issue period was the first of its kind in the Nigerian and South African capital markets, and served as a blueprint for other similarly affected transactions. The Rights issue recorded a 99.78% subscription level amidst bearish equity market conditions
Cross River State
GovernmentFixed Rate Bond due 2022 2015
Cross River State Government (“Cross River State”) of Nigeria issued N8 Billion 17% Series I Fixed Rate Development Bond due 2022 under its N40 billion Debt Issuance Programme, in which Vetiva acted as Joint Issuing House/Bookrunner/Underwriter.
The bond issuance was undertaken primarily to refinance Cross River State’s existing debt obligations, improve the overall cash flow of the State as well as extend tenor of its existing facilities to enable the State meet its infrastructure needs. The 7 year Bond was assigned a domestic rating of “A-” by Global Credit Rating Company and backed by an Irrevocable Standing Order of Payment.
The Issuance attracted very strong orders and had a well distributed demand with 45% taken up by Trustees, 18.7% by banks, 16% asset managers, 11.3% other financial institutions, 5% insurance and 4.1% by others.
Sale of Keystone Bank Limited’s entire shareholding in Orient Bank Limited (Uganda) 2015
Vetiva acted as sole Financial Adviser to Keystone Bank on the strategic sale of its 80% equity stake in Orient Bank (Uganda) to a club of institutional investors.
Vetiva leveraged its vast experience and competence in structuring similar type transactions to develop a structure that delivered optimal value for Keystone Bank whilst successfully concluding the transaction in an efficient manner ahead of the regulatory stipulated timelines. Vetiva actively worked with Keystone Bank and the management of Orient Bank to craft a compelling investment case which stimulated interest from a wide range of African and international investors, created healthy competitive tension which was sustained throughout the process and resulted in a transaction value that surpassed Keystone Bank’s pricing expectation.
Acquisition of entire equity stake in ConocoPhillips’ Nigerian businesses by Oando 2014
Vetiva acted as Financial Adviser to the Oando PLC (“Oando”) in respect of its acquisition of the Nigerian upstream businesses of ConocoPhillips (the world’s largest independent E&P Company) through its upstream subsidiary, Oando Energy Resources Inc.
In line with Oando’s strategic initiative to grow its portfolio of Nigerian-based Exploration and Production assets by focusing on opportunities that deliver high quality growth in reserves and production, with a view to position the company as one of the leading, indigenous Exploration & Production players in Nigeria, with a broadly diversified and highly productive asset base, Oando entered into a competitive bid process and emerged as preferred bidder for the Nigerian upstream businesses of ConocoPhillips
Vetiva leveraged its experience with regulators to coordinate the regulatory engagement process for the transaction and obtained the requisite approvals in in a timely manner, despite the size and complexity of the transaction.
Initial Public Offering on the Nigerian Stock Exchange and London Stock Exchange 2014
Vetiva acted as Co-Lead Manager on the US$500m IPO and dual listing (on both the Nigerian and London Stock Exchanges) of Seplat Petroleum Development Company PLC (“Seplat”), a leading independent indigenous oil & gas exploration and production company in Nigeria.
This landmark transaction represents the first dual listing of any company on both the London Stock Exchange and Nigerian Stock Exchange and was also the largest IPO originating out of Sub-Saharan Africa since 2008
Vetiva took a very proactive role in the dissemination of Seplat’s equity story, with our research analysts and sales force presenting detailed research report to a wide pool of investors across key geographies.
Leveraging on our unique domestic distribution prowess, Vetiva embarked on an extensive marketing campaign in Nigeria, following which a vast majority of local PFAs, institutional investors and HNIs chased the IPO with sizeable orders. More than two-thirds of orders and about half of the final order book represented Nigerian investors.
Building on the strong marketing efforts, Vetiva engaged with a wide universe of potential investors in the IPO and converted most of them into real orders when the book was opened.
Lagos State
GovernmentIssuance of Sub-National Bonds for Infrastructural Projects 2013
Vetiva acted as Joint Bookrunner to the Lagos State Government (“Lagos State”) of Nigeria N87.5 Billion Bond Issuance Programme issued in November 2013 in the domestic debt market.
The NGN87.5 Billion Issuance was approved by the Lagos State Executive Council and the Legislative Arm passed a law stipulating periodic deductions from the State’s Statutory Allocation for a 7 year period of the bond through an Irrevocable Standing Payment Order (ISPO). The ISPO was augmented by periodic contributions from the State’s Internally Generated Revenues to a specially created Consolidated Debt Service Account, applied towards servicing both principal and interest elements of the bond.
The 7 year Bond was assigned a domestic rating of “Aa-” by Agusto & Co and A+ by GCR. Lagos State’s high credit rating is underpinned by the strength of its IGR and the size of its monthly FAAC Allocation.
This marks the fourth time Lagos State has accessed the Nigerian debt capital market and also represents one of the largest capital raisings by a sub-national in Nigeria.
Global Depository Receipt Technical Listing on the London Stock Exchange 2013
Vetiva acted as Zenith Bank PLC’s (“Zenith Bank”) trusted adviser on its Global Depositary Receipts (“GDR”) listing on the London Stock Exchange (“LSE”).
The listing was in line with Zenith Bank’s strategic objectives to raise the visibility, tradability and liquidity of its shares as well as access to a broader universe of international investors.
Vetiva worked with the Bank to articulate an optimal execution framework, provided strategic advice aimed at facilitating decision on the key structure of the GDR program as well as coordinated the domestic regulatory process.
Vetiva was able to obtain domestic approval ahead of the stipulated timelines and in conjunction with the other advisers, ensured seamless execution of the transaction and achieved a successful listing on the LSE.
Zenith Bank’s technical listing on the LSE was the first of its kind by a Nigerian corporate.
Divestment of 63.35% equity stake in Dangote Flour Mills PLC to Tiger Brands Limited 2012
Vetiva acted as Transaction Advisers on the strategic sale of Dangote Industries Limited’s 63.35% equity stake in Dangote Flour Mills PLC to Tiger Brand Limited (“Tiger Brands”), a leading South African brand in the Fast Moving Consumer Goods sector, via a negotiated sale process.
Vetiva’s distinct expertise facilitated the delivery of optimum value for DIL, an efficient transaction structure which facilitated financial close within DIL’s expected timeline. Upon engagement with relevant regulatory authorities, Vetiva achieved significant cost savings for DIL and Tiger Brands on fees payable in respect of the transaction.
The transaction was the largest transaction in the Nigerian Fast Moving Consumer Goods space in 2012.
Global Depository Receipt Technical Listing on the London Stock Exchange 2008
Vetiva acted as Domestic Coordinator and Lead Underwriter on Diamond Bank’s Global Depositary Receipt listing on the floor of the London Stock Exchange at US$13.75 per GDR. The GDRs were offered to international and domestic investors concurrently.
The GDR offering represented an important step in Diamond Bank’s approach towards achieving a stronger capital base; sustaining the bank as a virile financial institution with multiple competencies; and enabling the Bank exploit and profit from emerging opportunities within the Nigerian banking industry and the West African market.
Vetiva worked with the bank to articulate the offer structure and craft a compelling equity story in order to attract international and domestic investors, hence ensuring success of the offering. Vetiva was also able to secure requisite domestic approvals, ahead of the transaction timelines.
Global Depository Receipt Listing on the London Stock Exchange 2007
Vetiva acted as Joint Underwriter/Bookrunner to Guaranty Trust Bank Plc’s Global Depositary Receipt offering, issued on the London Stock Exchange, where the bank successfully raised US$862 Million.
GTBank became the first Nigerian and African bank to embark upon a fully listed GDR offering on the London Stock Exchange, with a simultaneous domestic offering. The structure was adopted as a means of ensuring that domestic investors were provided with the opportunity of participating in this landmark offering.
In conjunction with the other advisers, Vetiva demonstrated its wide network of relationships with key investors in ensuring a successful offering by GTBank.