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Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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Page 1: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

Debt Instruments as an Effective Fund Raising Mechanism

19 September 2006

Page 2: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

2

Introduction

This presentation aims to share our experiences originating Capital Markets issues across Africa. We also debate the some of the regulatory challenges to originating Debt Capital Markets issues across Africa

The presentation will cover:1. ABSA-Barclays transaction experience

2. Importance of the Debt Capital Markets

3. Regulatory roles within the Debt Capital Markets

4. Regulatory obstacles to growth of the Debt Capital Markets

5. Overview of sub-Saharan Debt Capital Markets

6. Conclusion

7. Case Study: Botswana Building Society

Page 3: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

1. ABSA-Barclays Experience

Page 4: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

4

ABSA-Barclays commitment to Africa

ABSA-Barclays has been closely involved with Africa for over 80 years.

Barclays has recently committed over ZAR 33bn for the acquisition of ABSA in South Africa and injected over USD 100m in additional capital into the rest of Africa

ABSA has a long standing history in Mozambique, Angola, Tanzania and Zimbabwe

Together ABSA-Barclays provides Pan-African Banking covering 14 countries

This has positioned ABSA-Barclays as one of the prominent foreign banks in Africa in terms of capitalisation

ABSA-Barclays draws on the support of the Barclays global network and expertise to further its local business

Long term presence

Long term presence

Expanding presence on the African continent

Increasingcommitmentand resources

Increasingcommitmentand resources

BotswanaGhanaKenyaMauritiusMozambiqueNamibiaTanzaniaUgandaZambiaZimbabwe

Page 5: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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Debt origination in Egypt, Ghana, Mauritius, Kenya, Tanzania, Zambia and Botswana

Debt origination in Egypt, Ghana, Mauritius, Kenya, Tanzania, Zambia and Botswana

BWP 500 millionMedium Term Note

Programme -Issued BWP190 mn

Sole ArrangerDecember 2005

BWP 500 mnMedium Term

Note Programme

Sole Arranger

Barclays Bank Botswana

March 2006

KES 4 billionFloatingRate Note

€25 million

Joint underwriter

Barclays BankKenya

May 2001

KES 1 billion5 year Floating Rate

Note

Lead Manager

Barclays BankKenya

October 2002

KES 4 billion bond Issue

KES 6 billion Syndication

Joint Lead Arranger FX Manager

December 2005

TZH 10 billionFixed Rate Note

Lead Manager and Placing Agent

Barclays Bank Tanzania

February 2004

EGP300mn

Currency Linked Notes

Arranger

February 2006

$ 100 Mn

Mandated Lead

ArrangerSeptember

2004

Kshs10 bn

Currency Linked Notes

Arranger

February 2006

MUR 2 billionMedium Term Note

Programme

Arranger

Barclays Branch PLC, Mauritius Branch

August 2005

ZMK 30 billionFloating Rate Note

Arranger

Barclays Bank Zambia

May 2003

Central Electricity Board

Mauritius

MUR 600 mn

Senior unsecured bonds due 2009

June 2006

Barclays Bank Tanzania

THz 10 bn

Senior unsecured bonds due 2011

February 2006

Athi River mining

Kshs 500 mn

Senior unsecured bonds due 2010

September 2005

ABSA-Barclays African experience

LE 1’000 Mn

Bond Issue

Mandated Lead Arranger & Underwriter

December 2004

Page 6: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

2. Importance of Debt Capital Markets

Page 7: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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Composition of issued bonds, bank debt and equities securities (Developed vs. Emerging Markets)

Size of the four pillars of financing almost equal in developed markets

Efficiency of capital markets correlated to development

Government Securities22%

Coporate Bond Market24%

Stock Market 29%

Bank Credit25%

Government Securities

50%

Coporate Bond Market

1%

Stock Market 14%

Bank Credit35%

Developed market (USA+ Euro+ Japan) Emerging markets

Source: IMF – Global Stability Report April 2006 Source: IMF – Global Stability Report April 2006

Page 8: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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Composition of issued bonds, bank debt and equities (SA vs. Rest of Africa)

South Africa Rest of Sub-Saharan Africa (estimate)

Government Securities

50%

Coporate Bond Market

5%

Stock Market 10%

Bank Credit35%

Government Securities

11%

Coporate Bond Market

4%

Stock Market 61%

Bank Credit24%

Sub-Saharan Africa is still lagging behind

Capital markets widely dominated by bank funding and government issues

Implications of financing skewed to bank credit?

Source: IMF – Global Stability Report April 2006

Page 9: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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Drawback of bank funding

In Africa, financial markets have been dominated by commercial banks, which have not been reliable sources of long-term financing

The drawbacks are: Shorter dated tenor: Will not suit the infrastructure funding Africa

needs

Strong covenants

No secondary

Usually more expensive than bond funding

Page 10: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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Bond finance: Most optimal funds for long term funding Possibility 5-25 years funding possible

Fixed rate funding

Appetite from pension fund and other non-bank financials institutions

Wider variety of investable products for institutional investors

Improved secondary market liquidity

Promoting economic stability

Page 11: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

3. Regulatory roles within the debt capital markets

Page 12: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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Players in the Bond Market

Regulators (Self regulation vs. Legislated)

Issuers InvestorsArrangerArranger

Page 13: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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Players in the Bond Market

Who are they, what do they do and why?

Key regulators in the industry are Government, CMA or equivalent

body, and the Stock Exchange

Government has overall responsibility to institute macro economic

measures and a strong legal framework that create an enabling

environment

The Capital Markets Authority ensures investor protection through

supervision of the securities industry

Financial misconduct by issuers and intermediaries creates social

loss and lack of market confidence on a level playing field

The Stock Exchange provides a market place for secondary trading

activity and approves the listing of new issues

ISSUERS

INVESTORS

ARRANGERS

REGULATORS

Page 14: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

4. Regulatory obstacles to growth of debt capital markets

Page 15: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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Regulatory constraints

Transaction and listing costs too high

Regulatory environment not harmonised

Regulations lagging products development (i.e. securitisation)

Some regulators lack of autonomy

Withholding taxes are a disincentive

Approval timeframe very long

Settlement systems lagging behind

No differentiation between retail and institutional instruments

Page 16: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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Kenya

Tanzania

General negatives encountered Regulations less

developed and fewer representation of all stakeholders

Inward focused regulations

Bureaucracy

Skepticism

Overly strict

Not proactive

Expensive

Positives Negatives

Regulatory environment (Not country specific):

Botswana

Uganda

Regulatory framework being updated

Regulators open to foreign investors on long term instruments

Listing costs under review

Governments setting long term benchmarks

Privately placements permitted

Mauritius

Zambia

Ghana

Page 17: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

5. Overview of sub-Saharan debt capital markets

Page 18: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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Progress made but Africa still lags behind

Yield curves in Sub-Saharan counties have lengthened in recent years owing to a shift by government to long term funding

However, short term financing still dominates especially where interest and inflation rates are high

Governments have opened T-bill and Bond markets to international investors

Banks have pioneered capital market issues

Possibility to issue new products

Longer government yield curves

Longer government yield curves

Page 19: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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Government yield curves

5

10

15

O/N 28days

91 days 182days

273days

364days

1.5 yr 2 yr 2.5 yr 4 yr 5 yr 6 yr 8 yr 10 yr 15 yr 20 yr 30 yr

Botswana

Kenya

Mauritius

Uganda

Tanzania

Zambia

Ghana

South Africa

Government Yield curves

Progress in the last 2 years

Progress in the last 2 years

Yie

ld in

%

Period- Non Linear scale

Source: Barclays Treasury September 2006

Page 20: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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Size of the institutional market increasing

0

1

2

3

4

Botswana Mauritius Kenya Ghana Tanzania Zambia Uganda

Pension funds, insurance companies and asset managers

USA bn

12bn

Source: Barclays Securities Administration estimates

Page 21: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

6. Conclusion

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Development of African Domestic Debt Markets Greater collaboration between regulators, arrangers and investors

Harmonising the regulations regionally and on a Pan African basis

Commitment to the development of debt markets Political will – more political buy-in – stability, However greater

autonomy of capital market regulators Transparency Recourse to efficient legal regulatory systems Efficiency: Reducing the costs of issuances

Better education effort to issuers and investor Regulations must be more user friendly to encourage issuances

Investment in systems and research Greater research and publication required

Encourage local funding for projects (especially infrastructure) and openness to international investors

Page 23: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

7. Case study

Botswana Building Society (“BBS”)

BWP 115 million Fixed Rate Notes due 2016

Page 24: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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Summary terms

Issuer: Botswana Building Society

Amount: BWP 115 million (US$ 23 million)

Structure: Medium term notes programme

Listing

date:

17 December 2004

Maturity

date:

17 December 2016

Rate Fixed

Yield: 12.0%

Redemption Bullet

Arranger: Barclays

Page 25: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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Documentation standards similar to South Africa

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A highly successful corporate bond issue for BBS

Road show and marketing process

Senior management of Botswana Building Society met investors, holding one-on-one meetings

  Successful credit marketing highlighted BBS's credit story and turnaround strategy

Investor demand The issue was 15% over subscribed at launch reflecting demand for longer dated assets

Order book The order book spanned 10 institutional investors including, leading pension funds and insurance companies

Success factors Comprehensive credit detail, Interactive investor communication andTiming

Challenges Parastatal legacy and weak historical performance, and lengthy approval process for financial institutions

Achievements Competitive yield and investor diversity

Page 27: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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Investor presentation was key communication medium

Presentations were made to investors on a one-to-one basis during the road show.

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Participation in the BBS bond was limited to the wholesale market

Transaction was very well received in the institutional investor market

Quality of accounts was excellent as represented by leading institutional investors

The strong demand from pension funds reflected investor demand for long dated assets

Broad distribution achieved with high % pension funds

Insurance Companies

14%

Fund manages 9%

Pension Funds77%

Investor allocation

Page 29: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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BSE lists second BBS bondChristmas came early for the Botswana Stock Exchange (BSE) when Botswana Building Society (BBS) listed their second bond on the bourse. The bond is the first tranche of a BWP 500 million Medium Term Note Programme established by the Society in 2004 and has a fixed rate coupon of 12%. BBSS002 as it has been designated, matures on December 15, 2016.

Unlike the undersubscribed BBS001 paper four years ago, this bond was well received by the market and was 15% oversubscribed at launch. Boikanyo Kgosidintsi of Barclays Africa Structured Products – a division of Barclays Bank Plc, said that the Issuer had intended to issue only BWP 100 million of the first tranche, but subsequently issued BWP 115 million to satisfy demand in the market.

Speaking before the opening of trading at the BSE, The Chief Executive Officer of BBS, Pius Molefe said his organization aims to raise BWP 500 million in order to finance growth in the mortgage lending business. He said that the reason they are raising funding through the capital market is because government has since halted lending to parastatals.

“Some of you might be aware that the Society has relied on government for long term funding through the defunct Public Debt Service Fund (PDSF). Since government discontinued lending to parastatals and local authorities, BBS found it necessary to tap into the capital markets” he explained.

Government's shareholding in the Society is 37%. Molefe said the urge to seek funds through capital markets was precipitated by increased demand for credit in the booming property market – both residential and commercial. Currently the Society’s forward mortgage book is estimated at around BWP 86 million.

Mmegi Monitor20 December 2004

He continued by saying that the excitement shown by the market for the new bond is a reflection of the changing attitude of investors towards BBS based on the quality of the new management team.

“ The results of the transformation are beginning to bear fruit as evidenced by the year end financial performance and interim results of the business. This should give confidence to the bondholders that they have made a sound investment, “he vowed.

The BBS001 paper matures next year but Molefe could not immediately confirm when the next tranche of notes would be issued. He said the decision to issue fixed or floating rate paper would be driven by prevailing market conditions at the time of issue.

Market appraisal and press comments

Page 30: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

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BBS issues a second bond:They want to raise money for more mortgages

The Botswana Building Society (BBS) issued a second bond with a face value of BWP 115 million on the Botswana Stock Exchange on Friday.

Chief Executive Officer of BBS, Mr. Pius Molefe , said they want to raise money to finance growth in the mortgage lending business.

Molefe told those present at the listing ceremony that BBS used to rely on the Public Debt Service Fund loans to finance the increase in demand for mortgages. It has now become necessary to explore alternative sources of funding including the capital market to try to meet the overwhelming demand for residential and commercial properties.

Molefe said that” BBS is undergoing transformation to provide services to all sectors of the market as evidenced by the introduction of automated teller machines in their branches. BBS should no longer be viewed as a bank for the elderly,” he said.

Molefe said one of the BBS’s leading products is paid up shares, which offer 11% p.a. tax free payable semi-annually. He encouraged members of the community to invest with BBS.

He thanked Barclays, Collins Newman Attorneys, Capital Securities and Tom Pier Piper and Associates for

the professional advice they rendered to the Society.The Botswana Gazette22 December 2004

BBS earns investor confidence

Page 31: Debt Instruments as an Effective Fund Raising Mechanism 19 September 2006

THANK YOU!

Contacts:

Quinton Zunga: Co-Head Debt Capital Markets – ABSA CAPITAL

Tel: 011 350 9578

Email: [email protected]