Displaying items by tag: South Africa

There have been sounds of discontent coming out of South Africa this week, as AfriSam and PPC continue to (apparently) fail to come to an agreement on the terms of their long-discussed proposed merger. The pair have formally been in discussion since February 2017 but the situation now looks precarious. AfriSam has cancelled the heads of terms that had stood since that month. PPC has now hit back by giving AfriSam until this Friday (1 September 2017) to come up with a new and ‘sufficiently interesting’ deal for it and its shareholders. AfriSam’s acting Chief Executive Rob Wessels said, "AfriSam remains firm that a transaction between AfriSam and PPC will greatly benefit the stakeholders of both companies.” However, PPC’s chairperson Peter Nelson said that his shareholders were ‘frightened about the prospect’ of the merger.

If you think all of this to-and-fro sounds a bit familiar, that’s because it should. AfriSam and PPC have been courting not just since February 2017, but since December 2014. At that time, following the surprise resignation of CEO Ketso Gordhan, discussions lasted until the end of March 2015 before fizzling out. PPC’s (then) new CEO Daryll Castle confirmed that neither party could agree on terms. The two parties were also able to save some face by pointing out that the merged entity would have had around 60% of all South African cement capacity. While this is a pretty big potential stumbling block, it would been pretty obvious before discussions started and is by no means insurmountable. One gets the feeling that, given more enthusiastic partners, the discussions might have found a way forward.

At the time PPC and AfriSam played their cards close to their chests and we can’t be sure quite why the discussions really broke down. However, regardless of what happened last time, there do appear to be a lot of parallels with the current situation.

Firstly, PPC is, once again, in a state of transition. CEO Darryll Castle announced in July 2017 that he would be leaving to ‘pursue other interests,’ although neither an exact departure date nor destination was provided. Johan Claassen, the current managing director of PPC, has been appointed to the role, but only on an interim basis, presumably in anticipation for the expected merger. Other positions in the group’s executive team were reshuffled in the past couple of weeks and there was also the resignation of Tito Mboweni, a non-executive director, rumoured to be over a difference of opinion regarding the merger. On top of this, AfriSam’s CEO Wessels is also on a short-term contract. Could all of these pre-merger moves now be in vain?

Secondly, PPC continues to suffer from a combination of a poor domestic construction market and increasing competition and from imports coming in from rampantly over-productive markets across the Indian Ocean. Arguably both of these effects are now worse than they were in 2015, although PPC did recently say that the second quarter of 2017 had been a lot better across South Africa than the first. However, PPC saw its full-year earnings collapse by 93% year-on-year in the first quarter of 2017, after it was awarded ‘junk’ status in May 2016 by credit-rating agencies. Is it this result alone that has gotten AfriSam thinking? Despite this, PPC remains the larger of the two parties. It certainly wants to be seen to be calling the shots with its 1 September ultimatum.

However, the two producers now share less than 50% of the integrated cement capacity in South Africa, not 60% as in 2015. According to the Global Cement Directory 2017 they share around 7.8Mt/yr of integrated capacity against 8Mt/yr in the hands of others. This is due to the commissioning of the monster 3.5Mt/yr Anganang clinker plant and associated Delmas grinding plant by Sephaku Cement (Dangote Cement) and the full commissioning of Mamba Cement, part of Jidong Development. Could this smaller combined market share make it easier for PPC and AfriSam to identify those assets that can be sold to appease the competition authorities? Could this yet save the discussions?

Whatever happens after Friday, it is apparent that some form of consolidation is essential for PPC (and the wider southern African market) if the industry is to ‘right-size’ for the future. The region is awash with cement. News from PPC Zimbabwe this week even hinted that the effects of imports are now so strong in that country that it is considering shutting down clinker production at its Colleen Bawn plant, which has operated for more than 70 years. This effect is in play all the way down the coast from the Horn of Africa to Capetown and has been discussed previously with reference to Kenya, Tanzania and Mozambique.

Even if it doesn’t get the ‘right answer’ from AfriSam this week, PPC may still stand to gain from the merger, even if it’s only in the short term. In March 2015 its shares jumped up 5% on the news that the merger talks had collapsed. Given its recent performance, another 5% boost would probably not be turned down.

South Africa: PPC has appointed Njombo Lekula as the managing director of its Sothern Africa Cement division. The appointment is part of a number of changes to the cement producer’s executive team that have been announced in an operational update for its first financial quarter that ended on 30 June 2017. Mokate Ramafoko has also been appointed as the managing director of the Rest of Africa Cement division and Matodzi Mukwevho has been appointed as the group executive finance and business support officer in support of the chief finance officer.

Previously, Lekula was the managing director for PPC Zimbabwe following his appointment in 2013. An engineer by profession he studied chemical engineering and holds a Masters in Business Administration from the University of Stellenbosch Business School.

Ramafoko holds over 23 years of experience in the cement in the cement manufacturing, quality assurance and cement process optimisation industries. He has held various leadership positions in PPC, including working for Cimerwa in Rwanda, as well positions with Holcim South Africa. He holds a Master’s degree in Business Administration, a BSc and BSc (Hons) Metallurgy.

Mukwevho has held various positions including that of chief finance officer (CFO) at Sasol International Energy responsible for South Africa, Nigeria, Qatar, India and Uzbekistan. He also held the position of CFO at Sasol Polymers in South Africa, Iran, Malaysia, China, Hong Kong and UAE. Matodzi holds a Master’s of Business Administration and is a chartered accountant.

South Africa: PPC has announced that its CEO Darryll Castle will be stepping down to pursue other interests. In a statement PPC said that Castle will remain ‘available’ to the group for six months to ensure a smooth handover. Johan Claassen, the current managing director of PPC, has been appointed as the interim CEO.

PPC reported a 93% fall in full-year earnings in June 2017 due to a liquidity crisis precipitated by the cut in its credit rating to junk status.

Meanwhile, the resignation of Tito Mboweni, one of PPC’s independent non-executive directors has fuelled speculation in the South African press about the ongoing merger discussions between PPC and Afrisam. Some believe that there may be ‘irreconcilable disagreement’ between Mboweni and the wider board about the strategic direction of PPC with respect to Afrisam.

South Africa: AfriSam is preparing to replace its chief executive officer (CEO) to aid its merger discussions with PPC. Rob Wessels, a former chief investment officer at AfriSam’s black empowerment partner Phembani Group, is set to replace current Stephan Olivier on a short-term contract, according to sources quoted by Boomberg. The personnel manoeuvring would also potentially place PPC’s current CEO Darryll Castle in a strong position to become the merged company’s new leader. PPC and AfriSam announced that they had resumed merger talks in February 2017 after a previous attempt stalled in 2015.

The merger between South Africa’s larger cement producers, PPC and AfriSam, is back on this week. PPC issued a statement advising its shareholders that the board of directors of both companies were about to enter formal talks to thrash out a potential deal. Issues such as the merger ratio, black economic empowerment and local competition concerns are all on the agenda.

The resumption of merger talks follows the cancellation of the previous round in mid-2015. No reason for the breakdown was publicly released but possible factors may have included the fallout at PPC from the resignation of its chief executive officer (CEO) Ketso Gordhan and competition concerns. Given the investigations by the South African Competition Commission from around 2008 to 2012 these may have been very real concerns. At this time the two companies held about a 60% share of the country’s cement production capacity.

Events have changed since then with the opening and ramp-up of Sephaku Cement’s cement plant at Aganang and its grinding plant at Delmas since late 2014. Today, PPC and AfriSam control just under 50% of the cement production capacity in South Africa and PPC’s current CEO Daryll Castle remains in post since early 2014. What a difference a year or so can make.

PPC moved its financial year end from September to March in 2016 making it hard to compare like with like. However, its revenue appears to have grown by 10% year-on-year to US$396m for the six months to 30 September 2016. Its earnings before interest, taxation, depreciation and amortisation (EBITDA), a measure of operating performance, fell by 7.5% to US$80m at the same time. Since then PPC notified markets with a trading statement saying that its sales volumes in South Africa had risen by 4% in the nine months to the end of December 2016 but that its prices had fallen by 4%. It also noted that its local cement sales volumes declined marginally when compared to the same quarter in the previous year, with the exception of the Western Cape region.

PPC also has various projects underway in sub-Saharan Africa, including plant builds in Democratic Republic of Congo (DRC) and Ethiopia. Of note to any potential merger with AfriSam are its plans to build a new 3000t/day production line at its Slurry plant in Lichtenburg. The project was reported 54% complete in early February 2017 with first clinker production scheduled for the first half of 2018. CBMI Construction, a subsidiary of China’s Sinoma, is the main contractor for the upgrade project. Once complete the new line will add about 1Mt/yr to the plant’s cement production capacity. One implication of this project is that it will push PPC and AfriSam’s market share over 50% that may have consequences with the local competition body.

For its part AfriSam appears to be suffering financial problems according to local press. The Public Investment Corporation (PIC), a government investment body, revealed in late 2016 that it had invested over US$100m in the cement producer since 2008. The PIC holds a controlling share of AfriSam with a 66% stake in the group. Other than this, solid facts about the state of AfriSam’s business are thin on the ground. However, competition in South Africa’s cement sector has certainly increased in recent years both within and without, from the import market.

As this column has said a few times merger and acquisitions seem to be the way to go for cement producers in weak markets. However, as annual results from Cementir and HeidelbergCement show this week, the initial boost from new asset and business purchases may not be so rosy when viewed in a pro-forma basis or when taking into account new units’ past performance. A lot here rides on these companies being able to take advantage of synergy effects and to make crucial savings. The big example of this in the global cement sector is LafargeHolcim. It will announce its financial results for 2016 on 2 March 2017. It also operates a cement plant in South Africa and the results may have implications for the PPC and AfriSam merger.

In other news, the European Union parliament has voted today, on 15 February 2017, to amend its Emissions Trading Scheme (ETS) in line with a proposal made by the European Commission. This is unlikely to impress the environmental lobby or users of secondary cementitious materials in cement production, amongst other parties. More on this topic next week.

South Africa: PPC has appointed Peter Nelson as its permanent board chairman following his interim tenure in the role following the retirement of Bheki Sibiya. The appointment took affect from 24 October 2016. Other recent appointments include the proposal to elect Nicky Goldin as the third member of the audit committee following the retirement of Bridgette Modise and the appointment of Timothy Leaf-Wright as chairman of the risk and compliance committee with immediate effect

Nelson was appointed to the board as an independent non-executive director on 25 January 2015. His experience covers manufacturing, mining, telecommunications, healthcare, leisure, property, packaging and the motor industry in listed and private entities in South Africa, the UK, Zimbabwe and Nigeria. He has served as chief financial officer on several boards including Telkom, Netcare, Mondi and he was the financial director of PPC from 2000 to 2003.

Goldin was appointed to the board as an independent non-executive director in January 2015 and currently serves on the Remuneration and
Investment sub-committees of the board. She holds a B.Com (Hons) from the University of the Witwatersrand and obtained an MBA from the University of Illinois. She has held senior positions at Deloitte Consulting, BHP Billiton, Anglo American, Standard Bank and ANZ Bank (Australia).

Leaf-Wright is a chartered secretary and was appointed to the board as an independent non-executive director in January 2015. He currently serves as a member of the risk and compliance, social, ethics and transformation and investment committees. His career with Nampak Limited spanned 41 years prior to early retirement in 2014. During the last 11 years, he was seconded to Mozambique, Nigeria and Angola to spearhead negotiations and subsequently construction and managing of both brown and greenfield plants in those countries.

South Africa: Modilati Gustav Mahlare is to retire from Sephaku Holdings at its annual general meeting (AGM) to be held in September 2016. Mahlare has served on the company’s board as chairman of the audit and risk committee for three consecutive terms. He is not eligible for re-election. MJ Janse van Rensburg has been recommended to replace Mahlare. Her appointment will be subject to shareholder approval at the AGM.

Janse van Rensburg has served as the Chief Financial Officer and, later, Chief Executive Officer at the Trans Caledon Tunnel Authority between 1994 and 2008. Prior to this she worked as a non-executive director for the Bond Exchange of South Africa, the Airports Company of South Africa, the Johannesburg Water Department and Denel, during which time she also fulfilled the role of a member or chairman of the respective audit committees. She is currently a non-executive director of the Development Bank of South Africa and a non-executive member of the Credit Committee overseeing Africa and India at First National Bank.

Sephaku Holdings holds a 36% stake in Sephaku Cement. The remainder is held by Nigeria’s Dangote Cement.

Shock news this week: Dangote Cement has decided to slow its expansion in Africa. The announcement from CEO Onne van der Weijde topped a half-year financial report that trumpeted high revenues and sales volumes of cement but one that also had to explain why earnings before interest, taxes, depreciation, and amortisation (EBITDA) had fallen by 10% year-on-year. The decline was blamed on lower cement prices and higher fuel costs, as well as the costs of setting up new cement plants.

The mixed bag of results can be demonstrated by a 38.8% leap in cement sales volumes in Nigeria to 8.77Mt for the half year. Dangote attributed this in part to price cut in September 2015. This then netted an increase in revenue of 4.2% to US$677m but its EBITDA in Nigeria fell at a faster rate than the group total.

As an indication of some the pressures facing Dangote at home, it reported that its fuels costs rose by 32.3% to US$14.4/t in the reporting period. The backdrop to this has been the general poor state of the Nigerian economy. The International Monetary Forum (IMF) forecast that its gross domestic product (GDP) will fall by 1.8% in 2016 in its World Economic Outlook Update published in mid-July. Given that over three-quarters of Dangote Cement’s sales revenue came from Nigeria in 2015 this might explain the decision to slow its expansion plans down.

Outside of Nigeria, Dangote did extremely well in its West & Central Africa region, pushing up sales volumes, revenue and EBITDA by triple figure percentages helped by commissioning of a new plant in Ethiopia. Exports were also highlighted as a key part of this region’s strategy to neighbouring countries. It also stated that its recent procurement of about 1000 trucks in Ghana would ensure that an increased share of that country’s imported cement would come from Dangote’s Ibese plant in Nigeria. South & East Africa was a different story, however with sales volumes and revenues rising as new cement plants bedded in but the region was dogged by currency devaluations and poor economies.

Dangote Cement’s response to its current situation is to protect its margins through cost cutting, by adjusting its prices and by slowing its expansion strategy to a five-year programme. However, it isn’t alone in its struggles to preserve profit in its Nigerian business. LafargeHolcim also reported a ‘challenging’ market in its first quarter results for 2016. Its cement sales volumes fell in that quarter due to what it said were energy shortages and logistics-related issues. Its mid-year financial report, out on 5 August 2016, will make interesting reading to see if its experience in Nigeria matches Dangote’s.

Elsewhere, it appears that both PPC and LafargeHolcim have also been struggling in South Africa. PPC’s revenue from cement sales within the country fell by 5% year-on-year to US$171m its half-year to the end of March 2016. It blamed the drop on increased competition. LafargeHolcim noted similar problems in South Africa without going into too much detail in its first quarter.

With the Nigeria Naira-US Dollar exchange rate devalued by over 50% since the start of 2016 and the Nigerian economy bracing itself for a recession, it seems unlikely that Dangote Cement could do anything else than slow down its expansion plans given how much of its revenue comes from within Nigeria. As we also report this week, PPC is in a similar bind. Its CEO had to reassure shareholders that the group’s new plant in Zimbabwe would be finished on schedule later in the year. Controlling imports and exports of cement in Africa has suddenly become more important than ever.

Both companies need to expand internationally to protect themselves from regional economic downturns but the current situation in each of their home territories is preventing this. In the meantime their own export markets are set to become more important than ever. Any target markets that declare themselves ‘self-sufficient’ in cement will be a big impediment to this.

South Africa: PPC has appointed Peter Nelson as its interim chairman following the retirement of Bheki Sibiya. A permanent replacement for Sibiya is expected to be recruited by September 2016.

Nelson was appointed to the Board as an independent non-executive director on 25 January 2015. His experience covers manufacturing, mining, telecommunications, healthcare, leisure, property, packaging and the motor industry in listed and private entities in South Africa, the United Kingdom, Zimbabwe and Nigeria. He has served as chief financial officer on several Boards including Telkom, Netcare and Mondi.

South Africa: Bheki Lindinkosi Sibiya retired as Chairman of the Board of PPC on 25 January 2016 following the company's annual general meeting. He held the post since 2008. No successor has yet been announced.

PPC acknowledged that Sibiya had overseen the successful conversion of the company's mining rights and the initiation of its African expansion strategy during his tenure. It also mentioned his role in ensuring board continuity and preservation of corporate expertise during a 'challenging phase' in the company's history.

Other retirements announced include Mangalani Peter Malungani, who has served as Non-Executive Director of PPC since February 2009, and Zibusiso Kganyago, who has been a member of the board since October 2007.

Salukazi Dakile-Hlongwane has been elected as a Non-Executive Director of the Board. Dakile-Hlongwane is currently the Chairperson and co-founder of Nozala Investments Pty Limited. Her career includes posts at Lesotho National Development Corporation, African Development Bank (Abidjan-Cote d'Ivoire), the Development Bank of Southern Africa, FirstCorp Merchant Bank and BOE Specialised Finance. She holds a Bachelor's degree in economics and statistics from the National University of Lesotho and a Master's degree in development economics from Williams College in Massachusetts, USA.