Advisers to earn Sh2.3bn in State sale of Safaricom

 Safaricom PLC headquarters in Westlands, Nairobi.

Photo credit: File | Nation Media Group

Investment bankers and lawyers who guided Treasury's sale of a 15 percent stake in Safaricom to South Africa's Vodacom will pocket nearly Sh2.3 billion in fees, reflecting the advisory earnings surge in the wake of heightened deal-making in Kenya.

Vodacom executives told analysts, in a conference call, that the Safaricom share purchase deal will yield transaction costs of between 200 million rands (Sh1.51 billion) and 300 million rands (Sh2.27 billion), the bulk of which will cover brokerage fees and stamp duty charges.

Earlier, Vodacom disclosures named Stanbic Bank and its investment banking subsidiary SBG Securities among the advisers in the Sh204 billion deal, alongside law firms CDH Kenya (Cliffe Dekker Hofmeyr) and CMS Kenya.

It remains unclear who between Vodacom and the Treasury will shoulder the mega advisory fees, which is a higher-margin and less capital-intensive business unit for lawyers and investment banks.

The disclosed value of deals such as corporate bond issuances, block share transactions, listings on the Nairobi Securities Exchange (NSE) and rights issues has gone up to about Sh370 billion this year, from approximately Sh40 billion last year.

This has seen deal advisers pocket billions of shillings in fees."Transaction costs are relatively low for a transaction of this size... in a range of 200 million rands (Sh1.51 billion) to 300 million rands," said Shaun Biljon, the group financial controller at Vodacom Group."It's a block trade in Kenya.

So there are various fees that have to be paid—regulatory fees, et cetera. That's a large portion of that.

The South African multinational is purchasing the six billion Safaricom shares from the government at Sh34 per unit and is also handing Treasury an advance dividend of Sh40.2 billion in exchange for future rights to Sh55.7 billion worth of dividends that will accrue on the government's remaining shareholding of 20 percent. '

At the same time, Vodacom is buying a five percent stake in Safaricom that is held by its parent firm, Vodafone Group, at the same price of Sh34 per share. The entire transaction is expected to conclude in the first quarter of 2026, pending regulatory approvals.

In addition to the Vodacom transaction, this year's deals include the Sh20 billion Safaricom and Sh16.78 billion EABL corporate bond issuances, the Sh44.8 billion Linzi Finco infrastructure bond, the Sh8 billion private placement by Family Bank, and the Sh2.5 billion Sanlam rights issue.

Others are the listings at the NSE by packaging material maker SKL Group (Sh298 million) and Satrix MSCI World ETF (Sh4.6 billion). Last year, the most prominent deals were Amsons Group's acquisition of Bamburi Cement for Sh23.6 billion, Linzi Finco's Sh3 billion asset-backed bond, a Sh6.4 billion rights issue by HF Group and a Sh6.5 billion sale of a 10 percent stake in I&M Group by British International Investment (BII) to PE and Africinvest.

The deal-making could intensify in the coming weeks as banks that are short of meeting CBK's enhanced core capital limits go to market with rights issues, mergers and private placements to strengthen their balance sheets.

The big ticket deals have yielded millions in fees for market intermediaries, law firms, share registrars and receiving banks.

Stockbrokers also earn additional revenue through commissions at the Nairobi bourse when handling the trades from sellers transferring their shares to buyers.

In 2023, British multinational Diageo disclosed that it spent £4 million (Sh688 million) on transaction fees when buying an additional 14.97 percent stake in EABL. In the Diageo deal, Stanbic was the paying bank, and SBG Securities was the sponsoring broker and lead acceptance agent.

Last year, intermediaries enjoyed another windfall when Amsons Group acquired Bamburi Cement. Amsons, which is controlled by Tanzanian businessman Edhah Abdallah Munif, had appointed KCB Investment Bank as the transaction adviser, sponsoring stockbroker and lead acceptance agent.

Although Amsons is yet to disclose the size of the fees it paid out to the Bamburi deal arrangers, the amount is likely in the hundreds of millions at least, going by the fees incurred by Diageo for a similarly sized and structured transaction when it was buying its additional EABL stake. Other firms advising on the deal included Anjarwalla & Khanna LLP as the legal adviser and Custody & Registrars Limited as the share registrar and processing agent.

Stockbrokers also enjoyed a boost in commission earnings while handling block trade transfers for their clients who were selling their shares to Amsons.

In the six months to June 2025, stockbrokers and investment banks reported an 82 percent rise in advisory and consultancy fees to Sh284.7 million, from Sh156.4 million in the first half of 2024.

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