gcr report - prime bank

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Prime Bank Limited Kenya Bank Analysis September 2008

Financial data: (US$’m Comparative) 31/12/07 31/03/08** Kshs/US$ (avg.) 67.8 67.7 Kshs/US$ (close) 63.9 64.2 Total assets 248.1 293.2 Tier II capital† 12.9 12.7 Tier I capital† 17.2 23.6 Net advances 98.6 118.8 Liquid assets 105.3 119.7 Operating income 12.1 4.0 NPAT 3.5 1.3 Market cap n.a. Market share* 1.6% *Calculated as a % of total industry assets as at 31 December 2007. ** Relates to the first quarter results post-merger. † Relates to the calculation of regulatory capital as per CBK submissions. Fundamentals:

Operating under a commercial banking license, Prime Bank Limited (“Prime”) was founded in 1992. The Kantaria family primarily owns the bank with a 53% stake as at end-March 2008. The bank offers a broad range of retail and corporate banking services, although business is considered to be primarily corporate. Correspondent relationships with international banks enable Prime to offer trade finance and foreign exchange services. Operations were consolidated through a merger with its sister company Prime Capital & Credit Limited in January 2008.

GCR contacts:

Dirk Greeff [email protected] +27 11 784 - 1771

Paul Greeff [email protected] +27 11 784 - 1771

Website: www.globalratings.net

Rating rationale

The rating is based on the following key factors:

• The recent merger between Prime and its sister company, Prime Capital & Credit (“Prime Capital”), saw the financier join a list of several financial institutions that have taken the consolidation route in cognisance of the changing regulatory environment in Kenya. The “new” and larger entity is set to benefit from lower operating costs and improved efficiencies as the need for separate banking licenses and management teams has been eliminated.

• Notwithstanding a 17% rise in risk-weighted assets over the first quarter, capitalisation ratios remained well above statutory requirements. In this regard, the bank’s core capital to risk weighted assets, and total deposits, increased to 17% and 11% respectively (Prime F07: 15% and 10% respectively).

• Asset quality indicators for the combined entity showed mixed results when compared to Prime’s pre-consolidated position. The capital value in arrears position declined to 7.2% of gross loans (Prime F07: 8.1%), while the proportion of net non-performing loans (“NPLs”) to net loans remained unchanged at 3%. However, net NPLs accounted for a higher 11% of total capital (Prime F07: 10%).

• Key liquidity indicators weakened somewhat in response to the bank’s enlarged asset base. As such, cash and liquid assets declined to 41% and 58% as a percentage of total assets and deposits respectively (Prime F07: 43% and 61% respectively).

• Cognisance was taken of Prime Capital’s poor earnings performance in 2007 (profits declined by 44%), whilst its parent company, Prime, recorded a 73% rise in after tax earnings (“NPAT”), exceeding year-end expectations by 20%.

Financial flexibility

The bank is primarily funded via a combination of customer deposits, retained earnings and borrowings. Following the merger, the bank decided to settle all outstanding balances on its trade finance facilities (totalling US$10.9m), while also reducing interbank borrowings to negligible levels. That saw deposits emerge as the consolidated bank’s main funding source with Private Banking and Corporate deposits accounting for 74% and 26% of total funding respectively. Overall, the bank’s consolidated deposit base totalled Kshs13.3bn (Prime F07: Kshs11.1bn) as at 31 March 2008, while total capital and reserves was recorded at Kshs2.3bn (Prime F07: Kshs1.9bn).

Security class Rating scale Currency Rating Rating watch Expiry date Long term National Kshs BBB+ Short term National Kshs A2 No 07/2009

Global Credit Rating Co. – Kenya Bank Credit Rating Report

Corporate profile

Prime was established in April 1992 and was licensed as a commercial bank during that same year. Prime Capital commenced operations as a registered finance company in 1998. These two entities merged their respective operations, with effect from 1 January 2008, thereby forming a larger, better capitalised and more efficient business. Recent developments saw Prime being licensed by the Capital Markets Authority (“CMA”) of Kenya as an authorised depository, approved to hold securities, financial instruments or documents of title to assets.

Prime’s business strategy comprises three main areas of operation as detailed below.

Business is predominantly corporate, with the bank targeting companies with turnover in excess of Kshs100m per year. Retail business is primarily linked to employees of large clients, as well as high net worth individuals (“HNWI”). Corporate banking services include: loan & overdraft facilities, invoice and bill discounting, insurance premium financing, asset financing as well as non-borrowing facilities such as performance guarantees and bid bonds.

The bank has a network of ten branches (staffed by 222 employees as at end-March 2008), with eight located in Nairobi and one each in Mombassa and Kisumu. The bank has also implemented extended banking hours and an aggressive marketing campaign in order to boost growth and ultimately market share. No ATMs are planned, with Prime’s strategy being to “piggy-back” off the domestic market’s existing network.

Ownership

The Kantaria family controls the bank with a majority 53% stake. Shareholder support is evidenced by a history of capital injections when required.

Table 1 provides a brief summary of the top three ultimate beneficiaries (post-merger), as at January 2008, with the respective shareholdings held through a combination of investment holding companies.

Table 1: Shareholding Structure (%) Post-merger 2008

Kantaria Family 53.4R.L. Raja 14.6N.V. Amlani 10.7Other 21.3Source: Prime.

Operating environment

Economic overview Kenya’s economy grew by an estimated 6.4% in 2007 compared to 6% in 2006. Agriculture (accounting for more than a quarter of the economy), manufacturing, telecommunications and tourism have underpinned growth in the past three years, albeit erratic weather patterns significantly reduced agriculture production at times. Whilst the economy’s outlook remains positive, growth estimates for 2008 have had to be revised downwards to 4% (previously 7%) as a direct consequence of the disruptions caused by the post-election violence. Kenya's annual inflation reflected a steady climb throughout 2007, buoyed by higher food, transport and energy prices. This was despite a marked decline in the first quarter of 2007, when the y-o-y growth in CPI reduced to 5.9% in March 2007 from 15.6% in March 2006. Inflation soared to 12% in December 2007. Overall, average inflation for the year amounted to 9.8%. Key interest rates, notably Central Bank of Kenya’s (“CBK”) overdraft rate and the 91-day Treasury bill (“T-bill”) rate displayed mixed trends throughout 2007, with the latter recording a 209 basis points increase between December 2006 and November 2007, mainly on the back of reduced liquidity in the run up to the elections.

Industry overview Kenya’s banking industry is highly fragmented and, as at December 2007, was populated by forty three institutions, including: forty one commercial banks (including two development banks); one mortgage finance company; and one building society. Total commercial banking sector assets increased by 16.7% to Kshs795bn over the 12-months to December 2007, largely supported by positive economic conditions and the availability of affordable credit facilities. The quality of the banking sector’s assets continued to improve, with non-performing loans (“NPLs”) representing a reduced 9% of total loans in December 2007, compared to 16% in the previous year. Revised Prudential Guidelines that were issued in November 2005 became effective on 1 January 2006. Other regulatory changes include the “In Duplum” rule, which limits the amount of interest that an institution can recover on NPLs, enacted into law during May 2007. The minimum capitalisation level, has also been adjusted upwards from Kshs250m to Kshs1bn. However, whilst set out in the recent budget, this has not been ratified by Parliament. If agreed, all banks must be compliant by 1 January 2010.

Competitive position The following table above provides an analysis of the bank (pre-merger) relative to its peers, focusing on the key operational indicators for the period ending 31 December 2007. Although both CFC Bank and Diamond Trust Bank are considerably larger then

Personal Banking Corporate Banking Other Banking

Savings accounts Current accounts FX accounts Call deposits Fixed deposits Visa credit card

Current accounts FX accounts Call deposits Fixed deposits Visa credit card Asset Finance

Treasury services Custodial service Trade Finance Salary services Safety deposits Value adds


Prime, in assets and capital, management regards these institutions as significant competitors, and as such, has been included in the comparative below.

Table 2: Peer analysis (Kshs'm) Prime Imperial CFC Diamond

Capital and reserves 1,925.8 1,580.1 6,013.0 5,478.7 Net profit after tax 238.9 376.0 924.7 740.0 Total assets 15,855.7 14,653.9 47,079.4 40,239.4 Market share (%) 1.6 1.5 4.9 4.2 Net loans 6,298.2 7,000.8 16,702.5 23,181.9 Market share (%) 1.3 1.4 3.4 4.7 Deposits 11,090.5 9,749.9 22,070.9 29,347.3 Market share (%) 1.5 1.3 3.0 3.9

Ratios (%)

Capital/Assets 12.1 10.8 12.8 13.6 Cost ratio 50.3 61.0 80.6 54.3 ROaA 1.7 3.6 2.2 2.6ROaE 14.7 25.6 15.9 17.7 Source: Metropol.

Risk management

Following the implementation of the Basel II accord in 2007, the central banks of Kenya, Uganda and Tanzania have indicated that they will only implement the new risk based principles upon implementation of certain key prerequisites. These include:

• The full implementation of the Basel I Accord; • Adoption of Risk Based Supervision; and • Adherence to the Basel Core Principles for

Effective Banking Supervision.

The CBK is currently undertaking various initiatives within its current 2006-9 strategic plan to ensure full compliance with the aforementioned prerequisites. Of critical importance, however, has been the shift to Risk Based Supervision (“RBS”), which began in 2004. RBS focuses on assessing the adequacy of banks’ risk management frameworks in identifying, measuring and mitigating inherent business risks.

Management and corporate governance The Chief Executive (“CEO”) of Prime, Mr. Vasant K. Chetty, continues to lead the management team post-merger. Mr. Amar Kantaria and Mr. Baharat Jani, serving as the current Deputy Chief Executive and General Manager (“GM”), assist the CEO in the day-to-day running of the bank. The majority of Prime’s management team holds multiple qualifications with an average of 24 years experience across all layers. Table 2 below provides a breakdown of the bank’s main Board and Management Committees, their composition, membership, and the frequency of meetings.

The current Board of Directors consists of seven members, including the Chairman, Mr. Rasiklal C. Kantaria. It was noted, however, that the entire Board of Directors were classified as Non-Executive

Directors (“NEDs”). This implies that any executive decision needs the approval of the CEO, Mr. V.K. Chetty, who is the ex-officio present in the Board of Directors. GCR note that Prime’s disclosure of vital information, as outlined by the Principals of Good Corporate Governance (and developed by the Private Sector Corporate Governance Trust), is considered lacking when compared to its peers in general. Monthly Board meetings are held to review the bank’s performance, collections and recoveries. The Board has also appointed committees for audit, asset-liability management (“ALM”) and credit. Internal audits are carried out in-house, whilst Ernst & Young (Kenya) is responsible for the yearly audit of the bank’s financial statements.

Table 3: Board and Management committees

Committee Composition Frequency

Executive Senior Management ("SM") Bi-monthlyAudit Two NED's & SM QuarterlyCredit Two NED’s & SM QuarterlyDebt Management One NED & SM QuarterlyALCO SM QuarterlyOperations SM Bi-monthlySource: Prime.

Credit risk As at 31 March 2008, 71% of the consolidated entity’s balance sheet is considered exposed to the underlying credit quality, and ultimate performance, of third party obligors. Post-merger net advances, primarily local currency loans, continued to account for the majority of risk assets at 41%. This is in-line with the bank’s strategy to increase its lending base. Contingent liabilities remained significant at 12% of total assets. Investment securities accounted for 16% of total risk exposures, however, of this total 55% is considered to be risk free, relating to the Kenyan government.

1Q F08 Table 4: Credit risk exposure Kshs'm %

Interbank placements 541.6 2.9 Local banks 312.2 1.7 Foreign banks 229.4 1.2 Advances* 7,629.7 40.5 Local currency 6,670.4 35.4 Foreign currency 959.3 5.1Investment securities held 2,992.3 15.9 Local Treasury bills/bonds 1,657.4 8.8 Investment securities 1,334.9 7.1Contingencies 2,190.8 11.6 Letters of credit & guarantees 1,613.3 8.6 Other contingencies 577.5 3.1

Total assets 18,826.4 70.9* Net advances. Source: Prime

Liquidity risk Although slightly lower than in previous years, key liquidity indicators remained strong with cash and


liquid assets at end-March 2008 covering 58% and 41% of deposits and assets respectively. As illustrated in the liquidity gap analysis in table 5 below, the consolidated entity displayed cumulative liquidity buffers across all maturity buckets, largely due to the sizeable liquid asset component. Furthermore, 65% of loans mature within three months compared to a higher 89% of deposits. The short dated nature of Prime’s deposits is a general feature of banks in Kenya, and throughout Africa, where volatile operating environments generally preclude longer dated deposit funding. This liquidity concern, however, is ameliorated by the diverse nature of the bank’s deposit book and the fact that 92% of fixed deposits are generally rolled over..

<1 1-3 3-12 >12 Table 5: Liquidity gap analysis (Kshs'm)† Month Months Months MonthsCash & liquid assets 7,682.5 - - -Advances 1,662.7 3,302.9 1,229.3 1,434.8Fixed assets - - - 342.2Other assets 491.1 412.7 9.7 67.8Total 9,836.3 3,715.6 1,239.0 1,844.8

Deposits 6,383.9 5,454.4 1,371.4 42.2Other 119.9 837.2 95.9 -Shareholders equity - - - 2,330.8Total equity and liabilities 6,503.8 6,291.6 1,467.3 2,373.0

Liquidity buffer / (gap) 3,332.6 (2,576.0) (228.3) (528.2)Cumulative liquidity buffer 3,332.6 756.6 528.3 -† As at 31 March 2008. Source: Prime

Currency risk As depicted in table 6 below, negative currency mismatches are displayed across most major trading currencies as at end-March 2008. However, given that the majority of assets and liabilities are denominated in local currency, the accumulated net deficit across all foreign currency obligations accounted for less than 2% of capital.

Table 6: Currency risk analysis (Kshs'm)† GBP US$ Other LCY

Cash & liquid assets 31.3 186.8 30.7 7,432.9Advances 10.9 850.6 97.1 6,670.4Other assets 62.5 0.6 39.7 1,220.8Total 104.7 1,038.0 167.5 15,324.1

Deposits 124.2 1,033.2 172.6 11,920.6Long-term borrowings - - - - Other 3.6 12.3 4.1 1,036.9Shareholders equity - - - 2,330.8Total equity and liabilities 127.8 1,045.5 176.6 15,288.3

Net position (23.1) (7.5) (9.1) 35.8† As at 31 March 2008. Source: Prime

Lending operations

Gross loans and advances totalled Kshs8bn as at end-March 2008, translating into a 21% increase over Prime’s pre-consolidation position. However, when compared to the combined loan books as at year-end 2007, the loan portfolio actually declined by 9%.

Moreover, insider loans (comprising loans to directors, shareholders and employees) accounted for 9% and a significant 32% of gross loans and capital respectively as at end March 2008.

Table 7: Gross loan and advances book characteristics†

By sector: * % % Mining and quarry 0.2 Finance and insurance 0.3Manufacturing 20.3 Real estate 2.9Building and construct. 4.4 Business services 12.9Wholesale and retail 40.2 Other 14.3Transport and comm. 4.5

By type: % Largest exposures: % Term loans 32.6 Single largest 2.7 Overdrafts 42.0 Five largest 11.7 Other loans 4.0 Ten largest 20.5 Contingencies 21.4 Twenty largest 32.5 † As at 31 March 2008. Source: Prime * Excluding contingencies.

In terms of economic sector, the advances book is reasonably well diversified, with major exposures in manufacturing and commerce (primarily short-term trade and import finance), and other sectors that have robust growth prospects. The book is relatively well spread in terms of loan size, with the twenty largest exposures accounting for 33% of the total book. Overdrafts and commercial loans continued to account for the bulk of the advances portfolio, constituting a combined 75% of the gross book.

Asset quality When compared to Prime’s pre-consolidation position, asset quality indicators have remained relatively unchanged over the first three months of operation. Supported by the augmented loan portfolio, the bank’s capital value in arrears accounted for a marginally lower 7% of gross loans (Prime F07: 8.8%).

31 December 2007 1Q F08 Table 8: Asset quality (Kshs’m) Prime Prime Cap Consol

Gross advances* 6,646.1 2,192.9 8,020.4Performing 6,107.8 2,121.0 7,440.7Non-performing 538.3 71.9 579.7

Non-performing loans 561.5 87.3 621.6Less: Interest in suspense (23.2) (15.4) (41.9)Capital value in arrears 538.3 71.9 579.7

Less: Provisions (347.0) (56.2) (331.6)

Net NPLs 191.3 15.7 248.1

Gross NPL ratio (%) 8.1 3.3 7.2Net NPL ratio (%) 3.0 0.7 3.2Net NPLs/Total Capital (%) 9.9 0.9 10.6* Excluding interest in suspense. Source: Prime Considering the contraction in provisions held, arrears coverage declined to 57% (Prime F07: 64%). Accordingly, the consolidated entity’s net NPL ratios increased slightly in comparison with Prime’s year-


end position. It was noted, however, that although net NPLs are fully covered by the value of pledged securities, timeous realisation is difficult given a cumbersome judicial system.

Funding

The bank is primarily funded via a combination of customer deposits and retained earnings. Following the merger, the bank settled all outstanding balances on its trade finance facilities (totalling US$10.9m), while also reducing interbank borrowings to negligible levels.

1Q F08 Table 9: Funding mix Kshs'm %

Corporate deposits 3,401.6 25.7Private banking customer deposits 9,846.7 74.3Interbank borrowings 3.6 0.0Long term funding - - Total 13,251.9 100.0Source: Prime.

As at 31 March 2008, the bank’s consolidated funding base totalled Kshs13.3bn, while total capital and reserves increased to Kshs2.3bn. Notwithstanding a 17% rise in risk-weighted assets over the first quarter, capitalisation ratios remained well above statutory requirements. In this regard, the bank’s core capital to risk weighted assets, and total deposits, increased to 17% and 11% respectively (Prime F07: 15% and 10% respectively).

Financial performance

Given Prime’s dominant position pre-merger, this section will focus solely on that entity’s year-end performance relative to budget.

Actual Budget Budget Table 10: Budget vs. actual results (Kshs'm) F07 F07 (%) Interest income 1,020.1 933.4 109.3 Interest expenditure (464.8) (416.8) 111.5 Net interest income 555.4 516.6 107.5 Other income 265.3 279.0 95.1 Total operating income 820.7 795.6 103.2 Operating expenditure* (504.0) (508.0) 99.2 NPBT 316.7 287.6 110.1 Tax (77.9) (87.6) 88.9 NPAT 238.9 200.0 119.4 * Includes the loan loss provision of Kshs92m (Actual) and Kshs78m (Budget). Source: Prime.

As depicted above, net after tax earnings (“NPAT”) increased by a robust 73% year-on-year, thereby exceeding budget by just under 20%. This can largely be ascribed to higher than expected interest earnings and the containment of costs to budgeted levels. Non-interest income was slightly behind budget, and as such, accounted for a lower 32% of total operating income (F06: 35%). Effective costs controls across all business units saw Prime’s cost ratio decline for a third consecutive year to 50% (F05: 61%; F06: 56%).

The improvement in efficiency was further supported by a drop in the operating expenses to average assets ratio from 3.9% in 2006 to 3.5%. Key profitability indicators strengthened in view of the bank’s strong performance with the ROaA and ROaE increasing to 1.7% and 14.7% respectively (F06: 1.3% and 13.4% respectively).

Future prospects

Given the emergence of a somewhat different entity, prior comparatives are distorted. As such, the following section will focus on the combined entity’s performance over the first six months of 2008 relative to the full year budget.

Actual Budget Budget Table 11: Budget vs. actual results (Kshs'm) June F08 F08 (%) Interest income 795.8 1,542.8 103.2 Interest expense (501.7) (871.2) 115.2 Net interest income 294.1 671.6 87.6 Other income 315.1 653.2 96.5 Total operating income 609.2 1,324.8 92.0 Bad debt charge (33.6) (60.0) 112.0 Operating expenditure (292.8) (690.1) 84.9 NPBT 282.8 574.7 98.4

Actual Actual Growth Balance sheet June F08 F07 (%)

Advances 7,629.7 6,298.2 21.1 Deposits 13,251.9 11,090.5 19.5 Total capital 2,330.8 1,925.8 21.0 Total assets excl. contingencies 16,635.7 13,861.8 20.0 Source: Prime.

On an annualised basis, net profit before tax (“NPBT”) for the first half of 2008 was marginally below full year expectations. This was due to a shortfall in non-interest income coupled with a larger than anticipated bad debt charge. Notwithstanding the aforementioned, operating expenditure was well curtailed, thus enabling the near attainment of the full year budget – on an annualised basis.

In accordance with the bank’s recently introduced strategy guidelines (spanning the period 2008 – 2010), loans and deposits are both expected to grow at a rate of around 20-25% per annum. This will be achieved by broadening its existing branch network, widening available delivery channels, and by aggressively marketing its brand. NPAT is expected to increase by 26% during 2008 and a further 19% and 10% during the following two years respectively. With regards to NPLs, Prime has been selective in taking up new advances, thereby ensuring that net NPLs do not exceed 3% of net advances on a year-to-year basis.

For the year ended 31 December Prime Cap Prime Prime Cap Prime Consolidated*Income Statement 2006 2006 2007 2007 1Q 2008Interest income 333.4 760.8 357.7 1,020.1 385.8Interest expense (165.0) (366.4) (156.2) (464.8) (175.5)Net interest income 168.4 394.4 201.5 555.4 210.3Other income 62.2 207.9 8.4 265.3 58.8Total operating income 230.6 602.3 209.9 820.7 269.1Loan loss provision (13.5) (71.5) (8.3) (91.5) (18.1)Operating expenditure (58.3) (339.5) (95.9) (412.4) (121.2)Exceptional items 14.6 0.0 (4.5) 0.0 0.0NPBT 173.4 191.3 101.2 316.7 129.8Tax (38.2) (53.1) (25.7) (77.9) (40.0)NPAT 135.2 138.1 75.5 238.9 89.8Other after-tax income / (expenses) 0.0 0.0 0.0 0.0 0.0Net income 135.2 138.1 75.5 238.9 89.8

Balance SheetTier I capital 1,462.1 860.7 1,807.1 1,099.6 1,517.1Tier II capita 0.0 457.1 0.0 826.2 813.7Total capital and reserves 1,462.1 1,317.8 1,807.1 1,925.8 2,330.8Deposits, current and other accounts 2,309.2 8,363.7 2,123.9 11,090.5 13,251.9Acceptances and other liabilities 206.1 2,876.3 134.4 2,839.3 3,243.7Total capital and liabilities 3,977.4 12,557.9 4,065.4 15,855.7 18,826.4

Cash and liquid assets 1,716.8 4,877.8 1,809.6 6,731.5 7,682.5Advances 2,028.2 4,880.3 2,136.7 6,298.2 7,629.7Investments 57.3 0.0 51.7 0.0 0.0Other assets 175.1 2,799.8 67.4 2,826.0 3,514.2Total assets 3,977.4 12,557.9 4,065.4 15,855.7 18,826.4

Key ratios (%)**CapitalisationTotal capital / Deposits 63.3 15.8 85.1 17.4 17.6Total capital / Assets 36.8 10.5 44.5 12.1 12.4Total capital / Advances 72.1 27.0 84.6 30.6 30.5

LiquidityAdvances / Total deposits 87.8 58.4 100.6 56.8 57.6Cash and liquid assets / Total assets 43.2 38.8 44.5 42.5 40.8Cash and liquid assets / Total deposits 74.3 58.3 85.2 60.7 58.0

Asset quality Loan loss provision / Average advances n.a 1.7 0.4 1.6 0.3Loan loss provision / Total operating income 5.9 11.9 4.0 11.2 6.7

ProfitabilityNet interest margin n.a 4.8 5.2 4.9 5.9Non interest income / Total operating income 27.0 34.5 4.0 32.3 21.9Cost ratio 25.3 56.4 45.7 50.3 45.0Net profit margin 68.9 31.8 50.4 38.6 48.2Effective tax rate 22.0 27.8 25.4 24.6 30.8ROaE n.a 13.4 4.9 14.7 27.5ROaA n.a 1.3 2.0 1.7 2.1

Nominal growth indicatorsAssets n.a 46.3 2.2 26.3 18.7Advances n.a 43.6 5.3 29.1 21.1Shareholders equity n.a 78.8 23.6 46.1 38.0Deposits n.a 37.6 (8.0) 32.6 19.5Net income n.a 57.7 (44.2) 72.9 (62.4)

* Unaudited** Ratios have been annualised where deemed necessary

Prime Bank Ltd(KShs in Millions except as noted)

gcr report - prime bank

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