WPS8598 Policy Research Working Paper 8598 Public Disclosure Authorized Survey of the Kenyan Private Equity and Venture Capital Landscape Public Disclosure Authorized Shanthi Divakaran Patrick McGinnis Sam Schneider Public Disclosure Authorized Public Disclosure Authorized Finance, Competitiveness and Innovation Global Practice October 2018 Policy Research Working Paper 8598 Abstract This paper discusses the landscape for private equity and investors, and public sector entities. The paper provides an venture capital financing in Kenya. It provides an overview analysis of key market drivers and impediments, as well of the private equity and venture capital market in the coun- as legal/regulatory/taxation drivers and impediments that try, describing key players, including funds, fund managers, affect Kenya’s private equity and venture capital industry. This paper is a product of the Finance, Competitiveness and Innovation Global Practice. It is part of a larger effort by the World Bank to provide open access to its research and make a contribution to development policy discussions around the world. Policy Research Working Papers are also posted on the Web at http://www.worldbank.org/research. The authors may be contacted at [email protected]. The Policy Research Working Paper Series disseminates the findings of work in progress to encourage the exchange of ideas about development issues. An objective of the series is to get the findings out quickly, even if the presentations are less than fully polished. The papers carry the names of the authors and should be cited accordingly. The findings, interpretations, and conclusions expressed in this paper are entirely those of the authors. They do not necessarily represent the views of the International Bank for Reconstruction and Development/World Bank and its affiliated organizations, or those of the Executive Directors of the World Bank or the governments they represent. Produced by the Research Support Team Survey of the Kenyan Private Equity and Venture Capital Landscape1 Authors: Shanthi Divakaran, Patrick McGinnis, Sam Schneider JEL: G24, G23 Keywords: Private Equity, Venture Capital, Kenya, Industry Assessment, Legal Analysis 1 This World Bank report was completed in December 2017. Acknowledgements This report was prepared by a team consisting of Shanthi Divakaran (Team Leader and Senior Financial Sector Specialist, World Bank), Patrick McGinnis (Expert Consultant), Sam Schneider (Consultant), Anjarwalla & Khanna (law firm, Kenya) and Viva Africa Consulting LLP (tax advisory firm, Kenya). Tania Priscilla Begazo Gomez (Senior Economist, World Bank) provided valuable input. Elikia Nenkam provided additional research assistance. The report is a product of World Bank dialogue with the Kenyan National Treasury on broader financial sector issues and access to finance led by Mehnaz Safavian (Lead Financial Sector Specialist); and with the Ministry of Industry, Trade and Cooperatives on private sector development issues led by Maria Paulina Mogollon (Senior Sector Economist). This report was partially funded by the Kenya Investment Climate Program-II, which was generously supported by DFID and the Netherlands. The team is thankful to WBG Peer Reviewers Kevin Njiraini (Chief Investment Officer, IFC) and Dipta Shah (Investment Officer, IFC) for their valuable comments and input. Toshiaki Ono, Financial Sector Specialist, GST3, also provided very helpful comments on the report. The team is also thankful to all internal and external colleagues who were interviewed and provided input as part of this report. An interview list is provided in the annex. 2 I. Recent Evolution of the Private Equity and Venture Capital Industry A. Industry Overview: Kenya in Context Less than a decade ago, the fledgling commercial private equity industry2 in Africa was largely confined to and based out of Southern Africa. From 2008 to 2010, nearly 60 percent of investment in Sub-Saharan Africa was destined for South Africa, with regional hubs like Nigeria and Kenya trailing far behind in terms of both market share and mind share. Then, aided by continent-wide resilience in the aftermath of the 2008 global financial crisis, the region’s growth story attracted an influx of private equity investors to Africa. These new entrants looked beyond the increasingly crowded South African market to explore other sub- regions and countries on the continent (Figure 1). Figure 1: Distribution of Sub-Saharan Africa PE Investment by Value % Total Investment: 2008-10 % Total Investment: 2013-15 Other, 20% South Africa 28% Other 37% Kenya, 8% South Africa, 57% Nigeria, 15% Kenya Nigeria 16% 19% Source: EMPEA Within this context, East Africa, and particularly Kenya, has become an increasingly important destination for private equity investors. Beyond offering relative regulatory stability, Kenya has long been known for its private sector-led economy, and for the sophistication of the business environment, both in an absolute sense, but particularly relative to the other economies of East Africa. In addition, Kenya boasts a strong entrepreneurial class and benefits from a good supply of human capital, both local and international. Thus, when private equity interest migrated from South Africa into the rest of the continent, Kenya captured a disproportionate share of the activity, both in terms of deal flow and funds. Although it is just the third largest country in East Africa by population, and the seventh largest economy in Africa by nominal GDP, Kenya’s standing in the alternative investment industry in Africa is notable. The country now ranks third behind South Africa and Nigeria in terms of private equity transactions in SSA: PE funds invested more than US$750 million across nearly 50 deals based in Kenya from 2013-2015. 2 Note, for the purposes of this report, private equity, when referred to and discussed as an industry, is inclusive of venture capital as well. 3 Table 1: Sub-Saharan Africa Deal Flow by Country (2013-2015) 2013 2014 2015 Total Total Capital Capital Capital Capital # of Deal Invested # of Deals Invested # of Deals Invested # of Deals % Invested % (US$M) (US$M) (US$M) (US$M) South Africa 24 368 22 418 25 586 71 21.3% 1,372 28.2% Nigeria 14 176 17 614 20 159 51 15.3% 949 19.5% Kenya 15 629 22 22 11 104 48 14.4% 755 15.5% Ghana 7 25 15 179 8 6 30 9.0% 210 4.3% Cote d'Ivoire 7 14 4 38 2 N/A 13 3.9% 52 1.1% Other 43 715 45 631 33 187 121 36.2% 1,533 31.5% Total 110 1,927 125 1,902 99 1,042 334 100.0% 4,871 100.0% Source: EMPEA Kenya offers clear advantages for fund managers seeking to target East Africa. The country’s capital, Nairobi, is viewed as the most attractive location in East Africa from which investors can establish offices and cover the region. This advantage makes the city the de facto alternative investment hub of East Africa, and places it alongside Johannesburg and Lagos as the investment capitals of SSA. Investors who choose to establish themselves in the city note that they have done so based on quality of life, a solid foundation of human capital, efficient transportation links, and a strong community of service providers such as accountants, lawyers, and consultants. For these reasons, Nairobi is also home to the East Africa Venture Capital Association (EAVCA), an organization that was set up in March 2013 to advocate on behalf of VC and PE investors. Moreover, Kenya serves as a launch pad for investors to execute cross-border investments in companies that operate within the East African Community. The EAC, which comprises six partner states (the Republics of Burundi, Kenya, Rwanda, South Sudan, Tanzania, and Uganda) has pursued legal and trade harmonization in an attempt to support regional commerce and cross-border expansion by businesses in these markets. Given Kenya’s membership in the East African Community, basing an investment firm in the country offers a fund manager the possibility of “regionalizing” local businesses and taking advantage of the EAC’s cross-border regulations and commercial policies. Pursuing regional integration also makes commercial sense. Although Kenya is the largest, most advanced economy in the region, it is easier to reach scale and attract the interest of strategic acquirers by building regional businesses that leverage the EAC market. While Kenya has a population of 45 million and a GDP of US$65 billion, the population of the EAC is estimated at 150 million and its GDP is US$146 billion. Many firms include regional aspirations in their investment theses when investing in companies that are already present in one part of the EAC region. Leveraging the political and economic links forged by the EAC to do so makes a regional approach even more compelling. At the same time, funds operating in Kenya must take regional legal and regulatory factors into account in addition to navigating those in Kenya. In this sense, Kenyan fund managers often operate within a regional legal and regulatory context. With a significant population of investment firms resident in the country, Kenya sees more deal flow than elsewhere in East Africa. On a stand-alone basis, Kenya also benefits from secular trends - rapid urbanization, a growing workforce, ongoing technological evolution, and sustained consumer and business spending - that also support a Kenya-led private equity investment thesis. Kenya consistently captures the majority of deals in East Africa. As shown below in Figure 2, Kenya dominates the East Africa sub-region in terms of deal volume. 4 Figure 2: East Africa Deal Volume by Country (2013-2015) 2013 2014 2015 Rwanda Rwanda Uganda Rwanda Uganda 6% Uganda 8% 7% 2% 6% 8% Tanzania Tanzania 27% 30% Tanzania Kenya Kenya 27% 57% Kenya 61% 61% Source: KPMG/EAVCA As Kenya has taken a more prominent role in the African private equity landscape, the size of transactions has grown.