Amid Capcom consolidation deal in Nigeria, Bharti Airtel renews bid for South African entry
By Technology Times Reporter
Lagos. November 3, 2012: Bharti Airtel of India has renewed its bid for stakes in the South African telecoms market amid the looming emergence of Capcom, the new entrant company to be formed out of the merger of three CDMA operators in Nigeria.
Bharti Airtel, owners of Airtel Nigeria, is reported to be exploring fresh South African opportunities to further expand its presence on the continent where it has 15 operations after the purchase of Zain African operations in a $10.7 billion deal.
According to Sunday Times of South Africa, Bharti Airtel has opened talks in its bid to close a deal with a partner that will provide a foothold in the South African market after botched efforts to tie up a deal three years ago with MTN Group.
The media reports cites that speculations have been rife in the country that Bharti Airtel may be headed for either Cell C, the third largest mobile company in South Africa or latest entrant 8ta, an offshoot of former state monopoly Telkom.
Back home in Nigeria, consolidation underway in the CDMA market has peaked with Starcomms confirming that it has closed a deal securing $210 million in capital investment from Capcom Limited.
Olusola Oladokun, interim CEO, Starcomms, says that under the plan, Capcom Limited will provide Starcomms Plc with a capital investment of cash and assets independently valued at $210 million in a transaction deal based on advice by Canaccord Genuity Hawkpoint and Stanbic IBTC.
“The proposal from Capcom will enable Starcomms to reduce its high level of borrowings and improve its low liquidity position. Given the significant challenges the business has faced over the last two years, Capcom’s investment will facilitate a strategic turnaround, improve the competitive position in the market and place the Company on a growth path for the future”, says Oladokun.
Capcom was founded by MBC, a trust of 20 years standing whose portfolio companies manage over $1.25 billion in the asset management and commercial banking sectors focused on emerging markets and has attracted a group of family offices and funds committed to investing in the Nigerian telecoms industry and participating in the development of the sector, the company said in a statement.
The backers comprise of a number of African and emerging market funds including PanAfrican Capital’s asset management division PAC Asset Management and two private family offices with long experience of investing in Africa, Bridgehouse Capital and OldonyoLaro Estates, the company says.
With this investment, Capcom eyes Nigeria broadband market stakes that will create an, “Internet champion capable of significantly contributing to the government’s ambition to overcome the digital divide between Nigeria as an emerging market and other developed markets internationally.”
As part of the agreement, Capcom has agreed to cause the contribution to Starcomms of certain CDMA assets over which it intends to acquire control in separate but related transactions.
Under the plan, Capcom will contribute to Starcomms assets including the spectrum licence of MTS and the CDMA mobile telecoms business of Multi-Links.
In addition to facilitating the CDMA consolidation, Capcom will provide $98 million in cash to finance the post-acquisition integration of these assets, to meet on-going short-term losses in the business and to deliver the combined company’s new business plan, in what industry watchers reckon will create a new mega player in the telecoms market.
“In return for its investment into Starcomms, Capcom will receive new Starcomms shares which will result in Capcom owning 90.5% of Starcomms restructured issued share capital. In consideration of their proposed sales of certain assets to Capcom, both Helios Towers Mauritius Holdings Limited and Asset Management Corporation of Nigeria (AMCON) will own stakes in Starcomms (together representing less than 12% of Capcom’s equity following Capcom’s investment) derived from Capcom’s shareholding on completion”, according to the statement.
According to the promoters of the emerging telecoms player, “the proposed transaction will create a leading CDMA operator in Nigeria and represents a fundamental step as part of the consolidation move in the Nigerian telecoms industry. With the benefit of the 20 MHz of contiguous 1900MHz spectrum to be held by the consolidated operations, the largest spectrum allocation for any mobile operator in Nigeria, Starcomms will be at the forefront of the shift away from current generation of services into a Long Term Evolution (“LTE”) technology platform capable of delivering new 4G and related data and other services that will offer customers substantially improved performance.”
They say that monetizing the new broadband services and applications will provide Starcomms with crucial first mover advantage in the Nigerian market with its 4G / LTE network rollout.
Starcomms admits it “”has recently faced severe operational and financial challenges on account of the shifting competitive landscape in Nigeria’s telecommunications industry. The recent challenges have resulted in the company operating with an unsustainably high level of debt and a stagnating operating performance. As a consequence, Starcomms faces a severe liquidity crisis and the Board of Directors have therefore considered options available to introduce new capital into the company.”
Following this development, “the Board decided that in the best interest of all stakeholders, it should engage with Capcom to provide new capital, service current debt obligations and position Starcomms for future growth. After due consideration, an agreement has been reached with Capcom to provide the significant capital required to place the company on a solid platform for future growth and expansion while retaining as much value for current stakeholders as possible.”
According to the telecoms company, “the proposal from Capcom includes the introduction of certain assets that are central to a strategic turnaround of Starcomms. The transaction will be implemented through a scheme of arrangement which will reorganise the current share capital and a subsequent Private Placement to Capcom. In the light of the above, the Board of Directors has unanimously decided to recommend the proposed transaction with Capcom to Starcomms shareholders.”
The agreement is subject to Starcomms shareholders approving the proposed Scheme of Arrangement (the “Scheme”) pursuant to Section 539 of the Companies and Allied Matters Act, 2004 (CAMA) which will be effected to reorganise Starcomms’ share capital as well as the Private Placement of new shares to Capcom.
The transaction will also be subject to court sanction and regulatory approvals, including approval from the Securities and Exchange Commission and the Nigerian Stock Exchange, the company says.
As part of the overall transaction, existing shareholders will be offered the opportunity to make additional investments in Starcomms via a 1:1 Rights Issue upon the same conditions at which Capcom is receiving its share allocation. The Rights Issue will be launched subsequent to the closure of the Private Placement.
Starcomms shareholders will have the opportunity to vote on the resolutions to be proposed at the Court Ordered Meeting and the subsequent AGM of the Company to be scheduled. The company says it will announce the date for the shareholder meetings in due course.
The company’s Board of Directors believe that the proposed transaction represents the best option available to Starcomms to effect a strategic turnaround, improve the Company’s financial position and retain value for its stakeholders, Oladokun says.