Billionaire businessman Peter Munga in 2016 pocketed Sh135.7 million worth of dividends from Britam #ticker:BRIT shares he did not own, an inquiry report shows.
The tycoon inked a secret deal with top officials of Mauritius government giving up the rights to earn dividends on the shares before Mr Munga acquired the stock.
The insurance firm declared a dividend of Sh0.3 per share for the year ended December 2015.
The book closure date — the day when the company’s share registrar determined who would be eligible for the dividends — was June 9, 2016.
Mr Munga through his investment vehicle Plum LLP signed an agreement to buy 452.5 million Britam shares from the government of Mauritius a day later on June 10, 2016.
This meant that the island nation qualified for the dividend, which was paid soon after the Nairobi Securities Exchange-listed firm held its annual general meeting on June 24, 2016.
But Mauritius officials agreed to certain clauses in the agreement with Mr Munga that saw the island nation surrender its right to the dividend, marking one of the lopsided arrangements that triggered an investigation in Port Louis.
Mauritius was to receive the dividend through the National Property Fund Limited (NPFL), which was created to manage the Britam shares that were part of assets seized from its citizen Dawood Rawat, whose Sh71 billion ponzi scheme exploded in 2015.
The loss of the accrued dividend is among the major issues that were investigated by the commission of inquiry besides the sale of the Britam shares to Mr Munga for Sh7.1 billion in disregard of higher offers of Sh11 billion each from South Africa’s MMI Holdings and Barclays Bank (now Absa Group).
This left the government of Mauritius with a Sh3.9 billion loss, prompting an inquiry that Kenyan officials were reportedly reluctant to support.
“As per these clauses, the NPFL would never be entitled to the 2015 dividend. This is not usual or good practice,” the inquiry report says.
“The commissioner therefore considers that NPFL had been unfairly deprived of an amount of approximately R43 million [Sh135.7 million] representing dividend calculated on the basis of Sh0.30 yield per share for the year ending 2015 in view of the fact that the completion date referred to at clause 6.2 of the special purchase agreement is well after the June 10, 2015.”
Britam’s 2016 accounts confirm that the dividend of Sh0.3 per share declared for the year ended December 2015 was paid in full amounting to an aggregate of Sh581.5 million.
The dividend Mr Munga earned on his new shares raised his total dividend income from Britam that year to Sh234.5 million.
His other direct and indirect stakes in the insurer – including his interest in investment vehicles Equity Holdings Limited and Filimbi Limited — raked in Sh98.7 million.
The commission of inquiry says it was shocked that NPFL conservators and Mauritian officials did not push back against the overly generous terms Mr Munga was demanding, including the dividend forfeiture.
“This is not usual or good practice. The commission notes with utmost concern that such clauses do not seem to have been questioned by the NPFL or even the special administrator,” the report says.
“It is also not clear whether this special purchase agreement (SPA) had been duly vetted by the legal advisers of the NPFL.”
The Munga deal ran against the standard practice in sale of major stakes in companies. Sellers typically retain the right to receive the dividends declared close to the transaction date.
Alternatively, the dividend declared or anticipated is incorporated into the purchase price.
This means that the buyers pay an additional amount equivalent to the dividend to the sellers and will recoup the same later through actual dividend distribution on their newly acquired shares.
This, for instance, is what happened when Equity Group acquired a controlling 66.53 percent in DRC’s Banque Commerciale Du Congo last year.
The bank paid a total of $105 million (Sh11.4 billion), equivalent to $167.9 (Sh18,242) per share.
This included an amount of $2.6 million (Sh289 million) or $4.2 (Sh462) per share that the sellers were anticipating in the form of dividend.
“The agreement specifies that Equity will pay a cash consideration … for the 625,354 ordinary shares of BCDC to be purchased inclusive of dividends declared after 1st January 2020 in respect of the financial year ended 31st December 2019,” Equity said in a circular ahead of the conclusion of the deal.
Mr Munga’s large purchase discount and dividend takeover are some of the most generous terms a Kenyan acquirer has ever extracted in international transactions that have been made public.
The commission of inquiry, however, made scathing remarks on Mauritian officials’ apparent conflict of interest, sloppiness and unethical practices.
“The Mauritian side got it wrong altogether. Mr Peter Munga was a business tycoon and all the Mauritian professionals involved put together were no match for him singly alone,” the commission said.
“He was able to dictate both time and terms, price and party. That the Mauritians enjoyed the trip Mr Peter Munga gave them is evident from the public statements made on it in Mauritius and in Kenya.”
The former Minister of Financial Services, Good Governance and Institutional Reforms Roshi Bhadain was criticised heavily for helping the Kenyan businessman close the lopsided deal in secret.