Africa Energy could sell a majority stake of its Sese Integrated Power Project to First Quantum Minerals, a Zambia, Canada and United Kingdom (UK) listed mining and metals company operating seven mines and developing five projects worldwide.
AFR and FQM have executed a HOA under which FQM will make a Joint Venture Investment to acquire a majority interest in African Energy Holdings SRL once certain conditions precedent have been satisfied.
African Energy Holdings SRL is the wholly owned Barbados project entity, which owns African Energy Resources Botswana (Pty) Ltd, the holder of the Sese and Sese West coal prospecting licences, the Foley North industrial minerals prospecting licence, the approved EIA, surface rights and water allocation.
The deal, worth AUD 20 million (P158,84 million), with an initial payment of AUD $8 million (P63 million) will be used to repay outstanding project loans between African Energy Holdings SRL and AFR , which will earn FQM an effective 51 percent interest in the Sese Project.
Key conditions precedent requiring satisfaction within 30 days of signing the HOA, are:
Completion of due diligence by FQM on African Energy Holdings SRL and African Energy
Resources Botswana and their asset and the execution of a Shareholders’ Agreement.
On completion of these three transactions, AFR will have working capital of US $10million (P90,5 million) to be used for ongoing project development work at Mmamabula and Mmamantswe; 25 percent carried interest in all future project developments at Sese; A worldâ€class joint venture partner with the ability to arrange finance at attractive rates and a ‘clear path to rapid project development of one or more power projects in the region.’
The Sese Integrated Power Project seeks to take advantage of three key facts: Sese coal provides a source of very cheap fuel for electricity generation; Sese is located near the hub of the transmission networks that form the backbone of the Southern African Power Pool (SAPP) and there is a shortage of electricity supply for the foreseeable future in all southern African countries.
African Energy is developing the Sese Integrated Power Project (SIPP) at its 2.5 billion tonne Sese coal deposit in northern Botswana. SIPP will have the potential to supply power to Botswana, Zambia, South Africa and Namibia. African Energy has completed a number of milestones for the Sese project which have reduced development risk: Phase 1 of the definitive feasibility study to evaluate a coal mine to provide fuel for an initial; 300MW power station has been completed.
No further technical studies are required until a boiler manufacturer has been selected; An Environmental Impact Assessment (EIA) for the first 300MW integrated power project and coal mine at Sese was approved by the Department of Environmental Affairs in Botswana on 1 September, and is valid for project initiation within five years.
To meet these needs, the Sese Integrated Power Project has been designed around an initial 300MW power station comprising two 150MW CFB boilers, with a captive 1.5 Mtpa coal mine providing cheap fuel. The power station and enough coal to supply it for 30 years (approximately 50Mt) will be ring-fenced in Sese Power Pty Ltd, a wholly owned Botswana subsidiary of African Energy. Project finance (debt and equity) will be raised for the development of the project and the debt will be non-recourse to African Energy and therefore off balance sheet.
A water allocation of up to 2.8 GL per annum from the nearby Shashe Dam has been approved for project use, sufficient for approximately 750MW of power generation and associated coal mining. Additional water resources can be secured from Shashe Dam for further projects. Surface rights have been approved over an area covering enough coal to fuel five 300MW power projects, along with access to the main highway, rail and power transmission lines.
First Quantum Minerals Limited (FQM) and African Energy Resources Ltd have executed a binding Heads of Agreement (HOA) under which FQM can earn a joint venture interest in the Sese Project and carry AFR’s interest through to commercial operation of one or more integrated power projects. FQM can earn a 75 percent interest in the Sese Project through investment of AUD $20 million and arranging finance as a loan carry for AFR’s 25 percent interest in the project.
FQM has also agreed to subscribe for 69 million shares in AFR by way of a Private Placement at AUD 5.5c per share to raise approximately AUD $3.8 million, with, subject to shareholder approval, attaching options on a one-for-five basis exercisable at 10c within three years.
AFR’s board of directors has also resolved to undertake nonâ€renounceable entitlement offer (Rights Issue) to all eligible shareholders to raise additional net funds of approximately AUD 3.5 million. The Rights Issue will also be priced at AUD 5.5c, and is underwritten. AUD $8 million of the funds invested by FQM in the project will be returned to AFR as loan repayments.
Successful completion of the Private Placement, Entitlement Offer and the joint venture investment will leave AFR debt free, with approximately AUD $10 million working capital and with a 25 percent carried interest in new power projects to be developed at Sese.
In the coming months prices will go up and inflation will shoot sharply above the target of 3 percent to 6 percent towards the third quarter of 2021, the Bank of Botswana on the other hand will continue to withhold its knife on the Bank Rate. This is according to a forecast made by Kgori Capital in its recent Market Watch Segment.
Statistics from Statistics Botswana show that the recent 1.8 percent increase in the September inflation, from 1 percent in August, was a reflection of the upward adjustment in public transport fares (Transport (from -6.9 to -3.9 percent) in September 2020, which is estimated to have increased inflation by approximately 0.64 percentage points.
Local anti-trust body, Competition and Consumer Authority (CCA), this month received back to back acquisition proposals from South African clothing retailers to wipe out their former rivals, Edcon, from Botswana malls.
Last week BusinessPost was in possession of Merger Notice No 23 of 2020 whereby a South African clothing retailer owner, Retailability Proprietary Limited, through Oclin Proprietary Limited, proposed to acquire parts of the Edgars business conducted by Edcon in Botswana (through Edcon Botswana), as a going concern, consisting of certain assets and identified liabilities.
South African government’s Business Rescue Practitioners earlier this year announced that Retailability will buy Edgars, after the latter filed for a business rescue plan in April after it failed to pay suppliers. This move will see Retailability add Edgars to its portfolio consisting of brands such as; Legit, Beaver Canoe and Style.
Retailability landed on Botswana shores 18 years ago with its flamboyant urban fashion Style which had 17 stores. Style, having almost the same target market as Edgars as it offers men’s and ladies’ contemporary and formal fashion, gave the 91 year old legendary clothing retailer a run for its money, and has won the battle as its parent company has taken over Edgars.
Retailability brands are synonymous with Botswana shopping centres and there are currently five (5) Beaver Canoe stores, 10 Style stores and seven (7) Legit stores across this country. The Beaver Canoe stores sell clothing apparel for men and boys only. The Legit stores have a fashion store format which focuses on the retailing of clothing, footwear, accessories, colour cosmetics and cellular products.
Retailability operates in over 460 stores across South Africa, Namibia, Botswana, Lesotho, and Eswatini. Many observers suggest that because of the deal with Retailability to swallow Edcon, most Edgars stores in Botswana will change their name and be branded Style. A sad tale for religious consumers of the Edgars trademark who got used to love their favourite brand for years.
According to CCA’s Merger Notice No 23 of 2020, Retailability is controlled by Clifford Raymond Lines (through a company which functions solely as a holding company of his interests in Retailability) and Metier Investment and Advisory Services Proprietary Limited (“Metier”). Metier is a private equity enterprise with investments in a number of industries spanning from healthcare, hospitality, FMCGs and telecommunications.
Retailability directors are mostly South Africans; Clifford Raymond Lines, Mark Richard Friday and Norman Victor Drieselmann. Only Nasreen Essack, who was appointed February this year, is a Motswana. He comes after Brian Thuto Tsima left on the same date. Retailability 100 percent owns Oclin Proprietary Limited, the company it is acquiring Edgars with, by a capacity of 3000 shares.
The target business, Edgars, offer textiles, cosmetics and cellular products. Edcon has a Motswana director, Charles Mzwandile Vikisi, a South African, Shane Van Niekerk and Zimbabwean Jethro Kamutsi.
“The Target Business comprises of two (2) Edgars franchise brands and private label stores across Botswana. These stores target middle to upper income customers and are home to a range of private label brands such as Free2BU, Charter Club and Stone Harbour, and a wide range of market label brands (such as Levi’s and Guess) for clothing, footwear and cosmetics.
In addition, the Target Business operates iconic Edgars Home and Edgars Beauty stores as store-in-store formats rounding out the department store offering in Botswana,” said CCA. Foshini also lines up to take Jet Botswana from Edcon.
The Foschini Group (TFG) released a statement confirming its latest intentions to acquire Edcon assets or Jet for a cash purchase consideration of R480 million. This was after the business rescue practitioners offered TFG to buy Jet by that amount.
CCA is currently mulling on a proposed merger by TFG to take over Jet operations in Botswana. Merger Notice No 21 of 2020 from TFG came a few days before the Retailability proposal. In this merger TFG, acting through Foschini Botswana, want to take over “parts” of the Jet business conducted by Edcon through Jet Supermarkets Botswana.
TFG will be willing to add Jet to its portfolio of 30 retail brands that trade in clothing, footwear, jewellery, sportswear, homeware, cell phones, and technology products from value to upper market segments throughout more than 4085 outlets in 32 countries on five continents. TFG will also get Jet’s distribution centre located in Durban and certain stores in Botswana, Lesotho, Namibia and Eswatini. Also part of this fat deal is that the company is looking to also acquire JET Club and all existing JET stock of no less than R800 million.
Johannesburg listed TGF owns Foschini Retail Group which owns the local operations called Foschini Botswana, the acquiring enterprise according to CCA merger notice. “TFG is not controlled by any enterprise/s and for completeness, the three largest shareholders of TFG holding shares greater than 5% as at 27th March 2020 are: Government Employees Pension Fund (16.2%) Public Investment Corporation (13.2%); Old Mutual Limited (6.7%); and Investec Asset Management (6.3%). The remaining issued share capital in TFG is widely held,” said the merger notice.
Only Abdool Rahim Khan is a Motswana in the Foschini Botswana directorship, the rest; Ganeswari Shani Naidoo, Anthony Edward Thunström and Gustav Jansen (alternate director) are South Africans.
According to the CCA merger, the Jet Business is Edcon’s discount department store division, selling clothing, footwear, homeware and some cosmetics as well as cellular products and targets lower-to-middle income consumers throughout Botswana. The Jet Business does not directly or indirectly control any enterprises, says the notice. CCA seeks any stakeholder views for or against the proposed merger, which may be sent within 10 days from date of this publication to the following address.
Botswana Communications Regulatory Authority BOCRA signed a memorandum of Agreement (MoA) with the Ministries of Transport and Communications (MTC), Basic Education (MoBE) as well as Local Government and Rural Development (MLGRD).
The MoA seeks to continue the collaboration that dates back to 2016 when the three parties first agreed to work together in a project aimed at computerizing and providing broadband Internet to primary schools in remote and underserved areas of Botswana.
The project benefitted 68 primary schools and 9 secondary schools through the construction of Local Area Network (LAN) in each primary school, provision of 5 Mbps dedicated broadband Internet to each Primary School and provision of Wi-Fi enabled tablets, laptops and related peripherals such as printers and copiers.
Further, the project will see the augmentation of computers in 9 Junior Secondary Schools with 30 laptops per identified school and employment of Information Technology (IT) officers at each primary school.
When speaking at the signing ceremony in Gaborone, Chief Executive of BOCRA and Chairperson of Universal Access and Service Fund (UASF) Board of Trustees Martin Mokgware said the project’s ultimate goal is to facilitate pupils in schools and host villages to be able to play a meaningful role in the digital economy.
Mokgware indicated that this necessitates upgrading of existing Telecommunications infrastructure to high capacity broadband that will support delivery of education, accessibility to the quality Internet and usage of ICTs.
The Fund began its inaugural programme by sponsoring the provision of WiFi hotspots in public areas around the country as its first project. Following the successful implementation of public WiFi hotspots, the Fund identified Kgalagadi, Ghanzi and Mabutsane areas for mobile network upgrades, schools computerization and internet provision.
Conscious that the project would not be possible without buy-in and support from MoBE, MTC and MLGRD, the Fund facilitated the signing of the first MoU between the three parties in 2016 for implementation of the project.
BOCRA Chief Executive said the signing of this agreement is aimed at benefitting the Kweneng District, adding that they have already assessed the area and have determined that they will be covering 62 underserved villages and 119 schools, 91 of which are primary schools.
“This is a project for which the partner Ministries need to re-commit for its success. Lessons from the previous schools’ computerization and internet connectivity project require that we increase our involvement and resources dedicated to the project for it to be successful. It is my belief as the project coordinator, that we will not do things the way we did them during the first project, for if we do, then we will not have learnt anything,” he said at the signing ceremony.
The purpose of learning is so that there can be continuous improvement to minimize the length of time and amount of resources utilized, he said expressing confidence that their partners will step up to the plate and ensure they play their part in the implementation of the project and that it will progress smoothly having already tread along a similar path.
UASF’s role lies mainly in funding and project management. According to Mokgware, once the project is completed, the work to integrate ICTs into the classroom begins in earnest. Therefore, he said, the project will not succeed without full cooperation and oversight of partners.
“MoBE will put in place the necessary content and ensure that the curriculum is available to all. MLGRD will provide, among others, the enabling environment by ensuring readiness of the school’s infrastructure and necessary security.”