Rights Issue
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RIGHTS ISSUE INFORMATION MEMORANDUM December 2020 Rights issue of 20,615,272 New Ordinary Shares of TZS. 1,000 par value at an Offer Price of TZS 750.00 per share, at the rate of One (1) New Ordinary Share for every One (1) Ordinary Share held as at 10th Nov, 2020. RIGHTS ISSUE INFORMATION MEMORANDUM ii TABLE OF CONTENTS CAUTION.................................................................................................................................... ii IMPORTANT NOTICE............................................................................................................... iii FORWARD LOOKING STATEMENT....................................................................................... vi DIRECTORS DECLARATION................................................................................................. vii DECLARATION OF THE NOMINATED ADVISOR............................................................. viii DEFINITIONS AND INTERPRETATIONS.............................................................................. ix CORPORATE INFORMATION................................................................................................. xi TRANSACTION ADVISERS.................................................................................................... xii CHAIRPERSON’S STATEMENT............................................................................................ xiii SECTION 1.0: FEATURES OF THE OFFER............................................................................ 1 SECTION 2.0: DETAILS OF THE RIGHTS ISSUE................................................................. 4 SECTION 3.0: PROFILE OF THE BANK................................................................................. 8 SECTION 4.0 ECONOMIC OVERVIEW................................................................................. 15 SECTION 5.0: CORPORATE GOVERNANCE, BOARD OF DIRECTORS AND SENIOR MANAGEMENT....................................................................................................................... 21 SECTION 6.0: RISK FACTORS.............................................................................................. 29 SECTION 7.0: STATUTORY AND GENERAL INFORMATION.......................................... 32 SECTION 8.0: REPORTING ACCOUNTANT REPORT....................................................... 41 SECTION 9.0: LEGAL OPINION............................................................................................ 59 SECTION 10.0: NOMINATED ADVISOR’S REPORT.......................................................... 67 SECTION 11.0: DETAILS OF THE NOMINATED ADVISOR.............................................. 70 Appendix I: Licensed DSE Dealing Members.......................................................................... 73 Appendix II: Licensed Investment Advisers............................................................................. 74 APPENDIX III: SAMPLE PROVISIONAL ALOTMENT LETTER (PAL)........................... 75 APPENDIX IV: SAMPLE ENTITLEMENT AND ACCEPTANCE FORM........................... 77 APPENDIX V: APPLICATION GUIDELINES....................................................................... 79 iii CAUTION This Prospectus has been prepared in compliance with the Capital Markets and Securities Act, Cap. 79 of the Laws of United Republic of Tanzania (Act, No. 5 of 1994); the Companies Act, Cap.212 of the Laws of United Republic of Tanzania (Act No. 12 of 2002). A copy of this Prospectus has been delivered to the Capital Markets and Securities Authority (CMSA) for approval and to the Registrar of Companies (BRELA) for registration. Approval of this Information Memorandum by the CMSA is not taken as an indication of the merits of the Mkombozi Commercial Bank PLC or its shares. The securities offered in this Information Memorandum have not been approved or disapproved by the CMSA. Prospective investors should carefully consider the matters set forth under the caption “Risk Factors” in this Information Memorandum. If you are in doubt about the contents of this Information Memorandum, you should consult your Investment Advisor, Stockbroker, Lawyer, Banker or any other Financial Consultant. iv IMPORTANT NOTICE This document is important and should be read in its entirety. If you are in doubt about the contents of this document or what action to take, you are advised to contact your Stockbroker, Investment Adviser, Financial Adviser, Banker or other relevant professional Adviser, who specializes in advising on the acquisition of shares and other securities. This Information Memorandum contains information that is provided in compliance with the requirements of the Companies Act 2002 of the Laws of Tanzania, the Capital Markets and Securities Act, Cap 79 of the Laws of Tanzania (Act No. 5 of 1994), the regulations of the Capital Markets and Securities Authority (CMSA) and the Rules of the Dar es Salaam Stock Exchange (DSE). This Information Memorandum is issued by Mkombozi Commercial Bank PLC (“the Bank” or “the Issuer”) and has been prepared in respect of the issue and subscription of the New Shares being issued under Mkombozi Commercial Bank PLC capital raising exercise (the “Rights Issue”) and subsequent listing of the New Shares on the Enterprise Growth Market Segment (EGM) of the DSE. This follows approvals of the Rights Issue by Shareholders through the meeting held on 25th May 2019 and by the Board through their meeting held on 29th April 2020. The Entitlement and Acceptance Form required for the subscription of the Rights Shares accompanies this Information Memorandum. The Offer will open at 9:00 am on 30th December 2020 and close at 4:00 pm on 30th January 2021. The application procedure has been set out in Section 2.4 of this Information Memorandum and in the accompanying Entitlement and Acceptance Form. The Offer shares applied for pursuant to the Offer will rank pari-passu in all respect with the existing issued ordinary shares of Mkombozi Commercial Bank PLC. The Offer shares will qualify for any dividend to be declared from year 2020 and onwards. The Board of Directors of the Company, whose names appear in section 5.4 of this Information Memorandum, have taken all reasonable care to ensure that the facts stated and the opinions expressed herein are true and accurate in all material respects, and there are no other material facts the omission of which would make any statement herein, whether of fact or opinion, misleading. The Board of Directors accepts responsibility for the information contained in this document. Abenry and Company Advocates, the Legal Advisers, have given and not withdrawn their written consent to the inclusion in this Information Memorandum of their Legal Opinion in section 9. This Information Memorandum contains the Reporting Accountant’s opinion in Section 8 from Claritas International, Certified Public Accountants (Tanzania) which constitutes a statement made by an expert in terms of Chapter V of the Companies Act. The Reporting Accountant have given and not withdrawn their consent to the issue of the said statement in the form and context in which it is included in this Information Memorandum. v FORWARD LOOKING STATEMENT This Information Memorandum contains “forward looking statements” relating to the Bank’s business. All statements, other than statements of historical fact are, or may be deemed to be forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the industry; cash, costs, growth prospects and outlook for operations, individually or in the aggregate; and liquidity, capital resources, expenditure and the outcome and consequences of any pending litigation proceedings. These forward-looking statements are not based on historical facts, but rather reflect current views concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as “believe”, “may”, “aim”, “expect”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “would be”, “planned”, “estimated”, “potential” or similar words and expressions. Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, anticipated levels of growth, estimates of capital expenditures, acquisition strategy, future expansion projects or future capital expenditure levels and exchange rates, sales forecasts and parameters and other economic factors, such as interest rates and inflation. The Issuer cautions that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which the Issuer operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this Information Memorandum. The prospective investors should keep in mind that any forward-looking statement made in this Information Memorandum is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of Mkombozi Commercial Bank PLC not to develop as expected may emerge from time to time and it is not possible to predict all of them. The Issuer has no duty to, and does not intend to update or revise the forward- looking statements contained in this Information Memorandum after the date of this Information Memorandum, except as may be required by law. vi DIRECTORS DECLARATION We, the Directors of Mkombozi