Buyout deal to thicken mask on KenolKobil owners’ faces
Posted Sunday, July 1 2012 at 16:48
If KenolKobil is de-listed from the NSE, minority shareholders are expected to put up with either a takeover by the new shareholders, or to sell their shares to Puma Energy.
The minority shareholders may, however, not have muscle to negotiate for a better premium for their shareholding interest in the company, as they have been excluded from the transaction process from the very beginning.
The looming de-listing of KenolKobil from the stock market is set to deepen the mystery behind the oil firm’s top owners who are tipped to pocket nearly Sh20 billion from the buy-out deal with Swiss-based Puma Energy.
A one-and-a-half-month long investigation by the Business Daily into KenolKobil’s shareholding has revealed an opaque shareholding structure in which the top 10 shareholders – with a 74.87 per cent stake – have hidden their faces behind layers of companies and secret nominee accounts.
In their quest to conceal their identities, the KenolKobil majority owners have also used lawyers as proxy shareholders, with some even going to the extent of filing their names with a US custodian bank, State Street Bank.
The more than 8,000 KenolKobil’s minority shareholders also face the prospect of being bundled into a private firm away from the market regulator’s purview if the oil marketer is ultimately de-listed from the stock exchange. That leaves them at the mercy of the shadowy shareholders and Puma Energy who will make all the crucial management calls.
KenolKobil announced last week that due diligence for the transaction, estimated at Sh25 billion, will end this month.
The oil dealer has cautioned its shareholders that a successful buy-out by Puma Energy will lead to a de-listing of the company from the bourse.
When pressed by the Business Daily to reveal the identity of the shareholders behind the entities that hold majority shares of KenolKobil, the firm’s chairman and chief executive, Jacob Segman, said curtly that he did not know them.
The Capital Markets Authority (CMA), which is charged with protecting minority shareholders’ interests and promoting market transparency, said the regulations only obligate majority shareholders to file their names with the regulator, but added that it had no powers to order for disclosure of individuals behind shell companies and secret nominee accounts.
Records of shareholders behind the companies that own KenolKobil, however, provide strong pointers of its ownership.
Desterio Oyatsi, a prominent Nairobi-based advocate who has represented former powerful Cabinet minister Nicholas Biwott in many court battles, is listed as a shareholder in at least three of the companies; Petroholdings with a 17.34 per cent stake, Chery Holding (7.89 per cent) and Highfield with a 12.46 per cent stake in the oil marketing firm.
Mr Oyatsi, who is a partner at Shapley Barret and Company Advocates and a non-executive director at KenolKobil, said he holds the oil marketer’s shares on behalf of his clients.
He, however, declined to disclose their identity, citing client confidentiality obligations.
“It is public knowledge that I act for honourable Biwott in other matters. Whether I’m acting for him or KenolKobil (in the transaction) is not something I’m comfortable disclosing,” said Mr Oyatsi.
Prominent names that appear as shareholders of Highfield Limited include Commercial Bank of Africa, which is associated with the Kenyatta family and Sameer Investments Limited that is associated with wealthy businessman Naushad Merali. James Ruhiu Murigu and Samuel Maina Wamae are listed as shareholders of Energy Resources Limited, which holds 5.99 per cent of KenolKobil.
Mr Oyatsi’s partner at Shapley Barret, the late Mirabeau Humberto Da Gama-Rose, is also listed as a co-shareholder in some of the companies.