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Prospectus for the Initial Public Offer of Shares

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Prospectus for the Initial Public Offer of Shares PROSPECTUS FOR THE INITIAL PUBLIC OFFER OF SHARES BRITISH-AMERICAN INVESTMENTS COMPANY (KENYA) LIMITED Prospectus for the Initial Public Offer, June 2011 P 1 BRITISH-AMERICAN INVESTMENTS COMPANY (KENYA) LIMITED (Formerly BRITAK INVESTMENTS COMPANY LIMITED) (the “Company”) (Incorporated in Kenya on 26 July 1995 under the Companies Act (CAP. 486)) Registration Number C.66029 PROSPECTUS In respect of an Offer for subscription by British-American Investments Company (Kenya) Limited of 650,000,000 Ordinary Shares at an Offer Price of Kshs 9/= per Share with a par value of Ten Kenya Cents (Kshs 0.10/=) each (the “Offer Shares”) constituting a public Offer of 30.23% of the issued Ordinary Shares of the Company on the Main Investment Market Segment of the Nairobi Stock Exchange (“NSE”) and incorporating a Share Application Form Proposed Listing Date Friday, 2 September 2011 This Prospectus is issued in compliance with the Companies Act (Cap 486), the Capital Markets Act (Cap 485A), the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations 2002 (as amended in 2008) and the NSE Listing Regulations. The date of this Prospectus is 29 June 2011 This Offer opens at 9.00 a.m. on 12 July 2011 and closes at 3.00 p.m. on 5 August 2011 BRITISH-AMERICAN INVESTMENTS COMPANY (KENYA) LIMITED P 2 Prospectus for the Initial Public Offer, June 2011 Joint Lead Transaction Advisors Joint Lead Sponsoring Stockbrokers Reporting Accountants Legal Advisors Receiving Banks Media and Communication Agency Public Relations Registrar and Receiving Agent BRITISH-AMERICAN INVESTMENTS COMPANY (KENYA) LIMITED Prospectus for the Initial Public Offer, June 2011 P 3 Our Vision To be the most trusted financial services company. Our Mission To delight our customers with outstanding financial services. Our Values Mutual Respect Innovate, Challenge and Implement Accountability Integrity Our Outlook Our rich heritage is the cornerstone of our future. Our Brand Positioning Our great Past will lead us to a great Future. BRITISH-AMERICAN INVESTMENTS COMPANY (KENYA) LIMITED P 4 Prospectus for the Initial Public Offer, June 2011 IMPORTANT NOTICE THIS DOCUMENT IS IMPORTANT FOR MAKING A DECISION TO INVEST AND REQUIRES YOUR CAREFUL ATTENTION AS IT INCLUDES LEGAL, MARKET AS WELL AS HISTORIC, CURRENT AND FUTURE FINANCIAL INFORMATION This document is a Prospectus comprising an offer for Subscription (“Offer”) of 650,000,000 new ordinary shares (“Offer Shares”) of Kshs 9/= each (“the Offer Price”) in the share capital of British-American Investments Company (Kenya) Limited (“the Company”). This Prospectus includes particulars given in compliance with the requirements of the Companies Act (Cap. 486), the requirements of the Capital Markets Act (Cap. 485A), The Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations 2002 (as amended in 2008), as well as the rules and regulations made thereunder and the Rules of the Nairobi Stock Exchange. Prospective investors should carefully consider the matters set forth in this document. In case of any discrepancy between an electronic copy of this Prospectus and the printed version, the printed version will prevail. Investors should read the printed version of this Prospectus before making an investment decision. If you are in doubt as to the meaning of the contents of this Prospectus or as to what action to take, please consult your investment bank, financial advisor, stockbroker or other professional advisor, duly authorised under the Capital Markets Act, who specialises in advising on the acquisition of shares and other securities. The Directors of the Company, whose names appear on page 9 of this Prospectus, accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Directors of the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus for which they take responsibility is in accordance with facts and does not omit anything likely to affect the import of such information. A copy of this Prospectus and the Share Application Form together with the documents required by Section 43 of the Companies Act (Cap. 486) to be attached hereto, have been delivered to the Registrar of Companies in Nairobi for registration. Application has been made to the Capital Markets Authority (“CMA”) and approval has been granted for the public offering and listing of the ordinary shares of the Company on the Nairobi Stock Exchange (“NSE”). Subject to compliance with the NSE Listing Rules, the NSE will admit listing of the ordinary shares of the Company under the security code “BRIT” in the Main Investment Market Segment (“MIMS”). As a matter of policy, the CMA assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Approval of the Offer and/or Listing is not to be taken as an indication of the merits of the Company or of the Offer Shares. If fully subscribed, under the terms outlined herein, the issued Offer Shares will constitute 30.23% of the issued share capital of the Company. The Offer is open to 4 categories of investors: (i) Employees, Agents and Individual Life Policy Holders, (ii) East African Retail Investors, (iii) Qualified Institutional Investors and (iv) Foreign Investors (as such terms are defined in the Prospectus). If you wish to apply for the Offer Shares in terms of the Offer then you must follow the procedures for application and payment set out in the Section 1.19 of Section 1 entitled “Key Features of the Offer”. In case of an oversubscription in any allocation category/ categories, the Offer Shares will be allocated to the concerned investors on a pro rata basis as more particularly specified in Section 1.17 of the Prospectus. The Offer Shares when fully allotted, paid and issued under the terms of the Offer will rank equally in all respects with the existing issued ordinary shares of Kshs 0.10/= in the Company (“Shares”) and will carry the right to participate in full in any dividends to be declared and paid, if any, on the ordinary share capital of the Company in respect of the financial year ending 31 December 2011. After the closing of the Offer, the ordinary share capital of the Company will comprise 3,000,000,000 authorised Shares and 2,150,000,000 issued Shares with a par value of Kshs 0.10/=. These Shares will be freely transferable and will not be subject to any restrictions on marketability or any pre-emptive rights. The restrictions to which the Offer and the Offer Shares are subject are set out fully under section 1.13 of this Prospectus titled “Key Features of the Offer – Minimum and Maximum Application Size”. The Offer does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or buy, securities in any jurisdiction in which such an offer or solicitation would be unlawful. BRITISH-AMERICAN INVESTMENTS COMPANY (KENYA) LIMITED Prospectus for the Initial Public Offer, June 2011 P 5 Legal Advisor’s Opinion Daly & Figgis Advocates, the Legal Advisors, have given and not withdrawn their written consent to the inclusion in this Prospectus of their Legal Opinion (attached as Appendix 1), and the references to their names, in the form and context in which they appear, and have authorised the contents of the said Legal Opinion. The Statutory, Legal and General Information section of this Prospectus lists material contracts which arose in the ordinary course of business in which the Group is presently involved. Reporting Accountants’ Opinion This Prospectus contains statements from PricewaterhouseCoopers, the Reporting Accountants, which constitutes a statement made by an expert in terms of Section 42(1) of the Companies Act. The Reporting Accountants have given and not withdrawn their consent to the issue of the said statements in the form and context in which they are included in this Prospectus. Forward-looking statements This Prospectus contains “forward-looking statements” relating to the Company’s business. These forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “is expected to”, “will”, “will continue”, “should”, “would be”, “seeks” or “anticipates” or similar expressions or the negative thereof or other variations thereof or comparable terminology, or by discussions of strategy, plans or intentions. These statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements that may be expressed or implied by such forward-looking statements. Some of these factors are discussed in more detail under “Risk Factors” and “Business Overview”. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Prospectus as anticipated, believed, estimated or expected. Copies of the Prospectus may be obtained from any of the Authorised Selling Agents or the Receiving Bank whose addresses are in this Prospectus. This Prospectus is dated: 29 June 2011 BRITISH-AMERICAN INVESTMENTS COMPANY (KENYA) LIMITED P 6 Prospectus for the Initial Public Offer, June 2011 Letter from the Group Chairman Dear Investors, On behalf of the Board of Directors of British-American Investments Company (Kenya) Limited (“British-American”/ “Company”), I have great pleasure in presenting to you this Prospectus for the Initial Public Offer (“IPO”) for the subscription of new shares in the Company (“Offer Shares”). This IPO and the subsequent listing of our shares is one of the greatest milestones in the long history of our Company in Kenya. We have been an influential and innovative presence in this market since 1965.
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