today=history tomorrow=gone future=now THE SECRET KNOWN BY ALL: “The rich rule over the poor, and the borrower is servant to the lender” PROV 22vs7 TO BE COVERED Intibane Investment & Social Club (IISC); Johannesburg Stock (Securities) Exchange (JSE); BB-BEE (incl MTN Zakhele Deal) and Questions Intibane Investment & Social Club (IISC) …an introduction and an insight… health & wellness recreation general advisory investments Intibane Investment & Social Club (IISC) …an introduction… Intibane Investment & Social Club (IISC) …an insight… Intibane Investment & Social Club (IISC) …an insight… Intibane Investment & Social Club (IISC) …an insight… Intibane Investment & Social Club (IISC) …an insight… Intibane Investment & Social Club (IISC) …an insight… THE JSE THE JSE …building, running, listing & exiting a business… Portia Paul Nancy Jabu THE JSE “Buza-Kithi Capital (Pty) Ltd” THE JSE …major players hired… MAJOR PLAYERS Investment and Merchant Banker Transfer Secretary Attorneys Reporting Accountants Legal & Tax Advisors THE JSE THE JSE CEO & top mngt Board of Directors share-holders PROV 22vs7 THE JSE …a company is being owned by the masses: ME & YOU… THE JSE making money on shares Capital Gain Dividend Payout JSE …share ownership… …share ownership means owning a portion of the business, and is rewarded by dividends when profits are made, but high risk when the business is doing badly… JSE …capital gain… Peter buys 100 FSR shares on 1 Jan 2010 at R20 per share = R2 000 Peter sells 100 FSR shares on 31 Dec 2010 at R25 per share = R2 500 Peter has made a capital gain of R500 in 1 year Equals 25% JSE …market capitalisation… = number of shares issued X price per share JSE …market capitalisation… …note the difference between authorised and issued shares… JSE …market capitalisation… CATEGORIES (MAIN BOARD) LARGE CAPS (BLUE CHIPS) MID-CAPS SMALL CAPS ALT- X JSE …indixes/indices… o FTSE/All Share Index (J203) o Top 40 Index o Dow Jones o S&P500 oNASDAQ o DAX o CAC THE JSE OTHER FACTS ABOUT JSE Largest SSF market in volume Take-over of BESA 69 319 trades a day World 20 largest exchange Corn futures endorsed by CBOT Appr R10 bln traded daily (VS R696 bln traded at NYSE) REVENUE STREAMS (2008) 7% 27% 15% Equities Trading Fees Risk Management Listing Fees Equity Derivatives Commodity Derivatives 10% Information Sales 16% 5% 13% Technology Services Other Streams 7% 25 THE JSE the alternatives o trading account with the local bank (FNB, Standard Bank, etc) o visit the local stockbroker: Sasfin Frankel Pollock Investec PSG Konsult o phone any stock-broking firm in SA or oversaes: Rand Merchant Bank (RMB) Cadiz etc o open you own trading account on internet (ie www.sharetrakin.com) JSE …fees on R10 000… COST Brokerage fees Strate Securities Transfer Tax (STT) Investor Protection Levy Vat AMOUNT R50 R10.92 R25.00 Total Fees R94.47 Dealing Cost Percentage 0.94% R0.02 R8.53 THE RATIONALE FOR BB-BEE The definition of B-BBEE by dti: “ an integrated and coherent socio-economic process that directly contributes to the economic transformation of South Africa and brings about significant increases in the numbers of Black people that manage, own and control the country’s economy, as well as significant decreases in income inequalities” BEE & FDI: BUSINESS CONFIDENCE INDEX: BEE & FAILURE: • • • • • • Reasons for failure of some BEE transactions: Narrow focus of ownership control Lack of effective integration Excessive imbalance between partners Lack of trust Funding Complex financial structures BB-BEE: THE OVERALL Broad Based - BEE …funding… INVESTORS OWN FINANCE THIRD PARTY FINANCING FINANCING SCENARIOS VENDOR FINANCE FUNDING OUT OF FUTURE PROFITS BB-BEE …the banks… BB-BEE …the banks… BB-BEE …the banks… BB-BEE …the banks, an oligopoly… Conditions for successful collusion: •Small number of firms & known to each other •Similar production methods & average costs •Homogeneous products •Significant barriers to entry •Stable market •No government intervention to prohibit collusion Oligopolists also sometime compete on the basis of advertising, product development, etc Price competition is often avoided More aggressive competition affect profitability BB-BEE …banks & deal making… o SA banks are in an extremely powerful position; o serious lack of competition (they pick the deals they like); o deals are structured in a skewed and unfair manner; o deals are sometimes extremely complex; o strong relationship between owners of banks and the companies that are issuing stakes; o limited consequences to the banks when the deals fail; o a too conservative outlook from the banks; o steep fee structure and lack of competition sustain the most arrogant banking houses; o we want more Capitec, TEBA, African Bank, to enhance competition. MTN Zakhele BB-BEE Deal …an analysis (the facts)… o number of shares : 80 900 000 o MTN shares IS NOT EQUAL TO MTN Zakhele Shares o minimum subscription : 100 MTN Zenzele Shares …which amounts to R2,000 o the deal will be off : when money raised through Zakhele is below R 429 mln. o Deal start : 09H00 (30 August 2010) o Deal ends : 16H00 (14 October 2010) o deal size: 4% of MTN MTN Zenzele BB-BEE Deal …an analysis (the facts)… MTN Zakhele BB-BEE Deal …funding of the deal… o money raised from the public; o MTN donation; o Notional vendor finance; o Third party bank funding MTN Zakhele BB-BEE Deal …funding of the deal… o money raised from the public; o MTN donation; o Notional vendor finance; o Third party bank funding MTN Zakhele BB-BEE Deal …funding of the deal… FUNDERS BFC BLACK PUBLIC MTN MTN ZAKHELE VARIOUS PIC MTN MTN Zakhele BB-BEE Deal …the underlying values estimates… MTN share price R80.00 R90.00 R100 R110.00 R120.00 R130.00 MTN Zakhele underlying value R8.09 R17.40 R26.72 R36.03 R45.35 R54.66 MTN Zakhele BB-BEE Deal …can I loose everything… “You can ultimately loose all OR part of the investment, this is an investment after-all”. MTN Zakhele BB-BEE Deal …pooling funding together… TOTAL (R million) R 1,618 R per MTN share R20.00 UPFRONT COSTS MTN DONATION BIC PREF SHARES (R189) R1,294 (R2,160) (R2.33) R16.00 R26.70 VENDOR FINANCE R3,214 R39.73 EQUITY FROM ZAKHELE MTN Zakhele BB-BEE Deal …what has MTN done for me… o MTN will donate R80 for every R100 provided by Black public o MTN has arranged R3.2 bln from vendor finance o MTN has assisted MTN Zakhele to source R2.1 bln from third part lenders o MTN has been instrumental in negotiating with PIC to sell their MTN shares MTN Zakhele BB-BEE Deal …in perspective… For every R2 000 that you invest, MTN will be able to invest R10 010 into MTN shares. In other words: For every R100 that you put in, MTN and funders will put in another R400 into your MTN investment MTN Zakhele BB-BEE Deal …the minimums & maximums… o 100 shares at R20 per share = R2 000 o you can then add R100 worth of shares with no maximum MTN Zakhele BB-BEE Deal …the trading restrictions… o first three (3) years, you cannot sell your Zakhele shares oyear 4 – six, you can sell to Black shareholders (BIC) subject to approval by BSTC. o during the first six years, you cannot use your Zakhele shares as a security. o after 6 years you can do what you like with your Zakhele shares oyour Zakhele shares will only trade in the OTC market. MTN …who are these guys?… o R127.75 is the last share price o from +/- R50 in 2006 o R235 bln in market capitalisation o P:E ratio of 15.5 o Dividend yield of 2.66 o ROE of 24.26 o Authorised shares = 2.5 billion o Issued shares = 1.8 billion IN CLOSING… “ We simply attempt to be fearful when others are greedy, and to be greedy when others are fearful” PLEASE THINK THIS OVER… “Anything that CANNOT go on forever WILL end” THE COMMENT: “…if a free society cannot help the many that are poor, it cannot save the few that are rich” John F. Kennedy THE COMMENT: WHEN SHALL EVER BE PEACE IN ATHENS? “WHEN THOSE THAT DO NOT SUFFER ARE AS ANGRY AS THOSE THAT DO”. QUESTIONS