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Atlas Mara Limited Atlas Mara Limited ATLAS MARA LIMITED ANNUAL REPORT 2018 Annual Report 2018 WHO WE ARE: ATLAS MARA IS A LONDON-LISTED FINANCIAL SERVICES GROUP FOCUSED ENTIRELY ON SUB-SAHARAN AFRICA (‘SSA’). WHAT WE DO AND HOW WE DO IT: WE SERVE OUR CUSTOMERS’ FINANCIAL SERVICES NEEDS THROUGH DIFFERENTIATED PRODUCTS AND SERVICES. WE WANT TO BE A ‘POSITIVELY DISRUPTIVE FORCE’ IN THE MARKETS IN WHICH WE OPERATE BY HARNESSING TECHNOLOGY AND OUR COLLECTIVE EXPERIENCE IN RUNNING FIRST-TIER FINANCIAL INSTITUTIONS. OUR PURPOSE: ACHIEVE SUSTAINABLE GROWTH BY HELPING PEOPLE, BUSINESSES AND ECONOMIES GROW. Strategic report Financial statements 01 2018 highlights 90 Independent Auditor’s 02 Executive Chairman’s Report statement 94 Consolidated statement 04 Our markets of financial position 10 Business operations 95 Consolidated statement 16 Our business model of profit or loss 18 How we do business 95 Consolidated statement 22 Our strategy of other comprehensive 26 Key performance income indicators 96 Consolidated statement 28 Principal risks of changes in equity and uncertainties 98 Consolidated statement 31 Chief Financial Officer’s of cash flows review of financial 99 Segmental report performance 102 Significant accounting policies Governance and risk 113 Notes to the financial 35 Corporate Governance: statements Introduction 38 Board of Directors Additional information 40 Corporate Governance 160 Glossary Report IBC Professional advisers 52 Nomination Committee Report 54 Audit, Risk and Compliance Committee Report 57 Risk Report 76 Directors’ Remuneration Report 87 Directors’ Report 89 Statement of Directors’ responsibilities 2018 highlights Strategic report Strategic Revenue (US$) $231.4m -14.7 1 2018 $231.4m 2017 $260.5m Governance 2016 $241.7m 2015 $205.2m Earnings per share (cents) c 0.23 statements Financial 2018 $0.23 2017 $0.42 2016 $0.29 2015 $0.35 Net profit after NCI (US$) Additional information Additional $39.7m -12.6% 2018 $39.7m 2017 $45.4m 2016 $8.4m 2015 $11.3m Credit impairments (US$) +62.8% constant currency $(0.2)m +99.1%1 2018 $(0.2)m 2017 $22.3m 2016 $15.4m 2015 $12.0m 1. At constant currency 01 Atlas Mara Limited Annual Report 2018 Chairman’s introduction WE BELIEVE A STREAMLINED ATLAS MARA FOCUSED ON GROWING OUR POSITION IN NIGERIA AND OTHER CORE MARKETS WILL BE BETTER EQUIPPED TO Michael Wilkerson EXECUTE OUR Chairman STRATEGIES. Dear fellow shareholders This is my first letter to you since assuming the role of Chairman of Atlas Mara in February 2019. I welcome the opportunity to serve our shareholders and the Company in this leadership position, and I appreciate the support expressed by many of you since the announcement. I’m further grateful for the full support of the Board and management team, and for Bob Diamond’s support and assistance in the transition. I accepted the responsibility recognising the scale of the opportunities and challenges we face, and I am optimistic about the potential to achieve our strategic objectives. Update on review of strategic options In February, the Board of Atlas Mara announced that it was undertaking a review of strategic options, including an analysis of each banking operation to ensure that top five market leadership was practicably achievable in the near term, with the intention to focus on investments in such core markets, and to partner, exit or reduce risk exposure elsewhere. Earlier today the Company announced a proposed share exchange transaction with Equity Group Holdings (‘EGH’) for our banks in Rwanda, Zambia, Mozambique and Tanzania, which aligns clearly with this strategic objective. In 2018, the four banks contributed in aggregate less than 2% of Group net income with an implied aggregate return on equity of 2%, and represent To read more substantial carrying costs in terms of capital and liquidity support. Focus on Nigeria At $105.4 million of aggregate upfront consideration, we believe Page 12 02 Atlas Mara Limited Annual Report 2018 the proposed transaction represents fair value to the Company We ended 2018 having increased our shareholding in UBN to 49% report Strategic for these assets. Over time the proposed transaction is expected from 44.5% in December 2017. After acquiring additional shares in to be substantially value-enhancing for Atlas Mara, notwithstanding the open market in recent months, as of 30 April 2019 we control, any potential near-term accounting loss as a result of the discount to directly and indirectly, 49.7% of the shareholding in UBN. This gross book value. Atlas Mara will become a meaningful shareholder increase aligns with our stated focus on UBN and underscores in one of Africa’s most successful and well-run banks. The the importance of the bank to our plans. transaction will result in increased scale in two of the four markets (Rwanda and Tanzania) as a result of in-country mergers with EGH’s Finally, I would note that in December 2018, the Company local banks, and through the implementation of EGH’s business successfully completed the IPO of BancABC Botswana on the model for digitally-driven banking, we expect these four banks will Botswana Stock Exchange, selling 20.5% to institutional and retail generate improved financial performance. The Board believes this investors at a price to book value of 1.5x. The transaction was transaction is in the best interests of Atlas Mara’s shareholders and intended to strengthen BancABC Botswana’s local market will enable us to maximise value from these assets. connectivity by providing a broad base of more than 450 domestic Governance shareholders and served to illustrate the value of the Group’s With the closing of this transaction and concurrent initiatives underlying banking operations not reflected in the share price to streamline the operating platform, Atlas Mara will be better of Atlas Mara. positioned to deliver shareholder value. 2019 and beyond 2018 in review Our key strategic priorities for 2019 include completing the Atlas Mara reported net profit attributable to shareholders proposed transaction with EGH, achieving our shareholding of $39.7 million for the full year 2018, a decline of 12.6% from objectives at UBN, working with UBN’s management to drive for $45.4 million in 2017. Return on average equity increased from further growth and profitability improvement at the bank, stabilising 5.6% to 6.3%. Financial performance in Nigeria and Zimbabwe Zimbabwe operations in the current macroeconomic environment, exceeded management expectations, Botswana, Mozambique and fully streamlining the Atlas Mara platform to align with a and Rwanda were in line, while Tanzania and Zambia lagged. simpler Group structure. By delivering on these aims we can statements Financial On a consolidated basis, Zimbabwe’s strong performance in local create an accelerated path to our return targets through a more terms was undermined by the severe devaluation of the currency narrowly focused and efficient platform. We share your frustration in the first quarter of 2019, which along with currency devaluations with the Company’s share price and believe it does not represent in other BancABC markets resulted in an aggregate $71.8 million the fundamental value of the Company. We remain committed impact to the Group’s capital position from an unrealised loss to delivering value to shareholders and believe a streamlined on foreign currency translation, in Zimbabwe’s case retroactively Atlas Mara focused on growing our position in Nigeria and other imposed as at 31 December 2018. As a result of Zimbabwe’s core markets will be better equipped to execute our strategies. and other currencies’ impact on consolidated capital, as well as one-time IFRS 9 adjustments taken by all of our banks in 2018, With the strategic initiatives to be completed in 2019 – including book value per share declined from $4.77 at year-end 2017 to the proposed transaction with EGH announced today, which will $3.83 at year-end 2018. IFRS 9 imposes a different approach result in the relevant operations being classified as held for sale to the treatment of loan impairments, and our results, like those and deconsolidated from the Group – we expect greater than information Additional of most banks across the EMEA region, have been impacted, usual variability in our financial results over the course of this year. including a negative impact on retained earnings and capital. In light of these circumstances, and in line with our regulatory These factors led to a $124.3 million decrease in the Company’s requirements, we will release financial results to the market on book value, despite the substantial net profit contribution for the a six-month (as opposed to three-month) basis going forward. year. However, as a result of the full adoption of IFRS 9 in 2018, we expect that future loan impairments will have a lesser impact We remain positive on what lies ahead. Our position in Nigeria is on our financial results, and that the Company may benefit from strong with a good management team and a path to accelerated recoveries going forward. growth. A shareholding in EGH, and the relationship that this represents with the leader in digital banking in Africa, can While we were not pleased with the financial impact of these two meaningfully enhance our value proposition across our operations. factors to the Group’s capital, we believe they are non-recurring Our strategic review continues, but we believe the new Atlas Mara in nature. The underperformance across most of the BancABC emerging from the proposed transaction is the right model for banks during the year remains a concern, and we have taken delivering value for shareholders over the long term. immediate steps to address these performance challenges, including by way of the proposed transaction with EGH. On behalf of the Board I want to thank our shareholders and all stakeholders for their continued support.
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