Johannesburg, 22 February 2019 — Global Credit Ratings has placed Commercial Bank of Africa Limited’s long-term and short-term national scale ratings of A+(KE) and A1(KE), on an Evolving outlook.
SUMMARY RATINGS RATIONALE
Global Credit Ratings (“GCR”) has changed the outlook on Commercial Bank of Africa Limited (“CBA”, “the group”) from Stable to Evolving, based on the announced merger between itself and NIC Group PLC (“NIC”).
The conclusion of the proposed merger will be subject to shareholder and regulatory approvals, however CBA and NIC expect this to be finalised in the first and second quarter of 2019, respectively. The proposed merger is expected to be executed through a share swap (53:47), where CBA’s shareholders will exchange their CBA shares for 53% of the new shares in NIC, which will be the non-operating holding company for the merged entity and remain publicly listed on the Nairobi Securities Exchange.
The successful conclusion of the proposed merger could see the combined bank emerge as the third biggest bank in Kenya by total assets, and the second biggest bank in Kenya by customer deposits. This may ultimately result in lower funding costs for the combined bank through improved ability to mobilise deposits. It may also increase the lending capacity of the bank to the private sector and government’s focus areas, which has come under pressure in Kenya since the introduction of interest rate caps. Although early, the banks are expecting a combined capital adequacy of around 18%, which is considered adequate for the operating environment.
Despite the longer-term benefits highlighted above, GCR notes the potential risk of such a merger, not least the operational and technical risks of combining two banking systems, funding structures and cultures. We also anticipate the long-term integration costs to be material, causing a drag on earnings for a two to three-year period, limiting the positive effect of the merger. Potential increases in asset and liability exposure concentrations (overlaps from both banks having large exposures to the same asset or liability counterparties) may also be an issue, especially considering the limited number of high-quality borrowers and depositors in the region. GCR also notes with caution that aggressive expansion on the back of increased scale of the combined bank could have adverse long-term effects on the bank’s performance and competitiveness.
We expect to resolve the outlook when we have more information regarding the merger’s timelines, especially its medium to long-term financial and operational impact. We could raise the rating if we believe the combined entity will have improved its scale and its financial profile, without a drag on the earnings or capital of the new banking group. Conversely, if the merger proves to be difficult, raising operational risks and damaging the operating performance, capital and funding stability of the rated entity, we may lower the ratings.
|NATIONAL SCALE RATINGS HISTORY|
|Initial rating (June 2007)||Last rating (June 2018)|
|Long-term: AA-(KE); Short-term: A1+(KE)||Long-term: A+(KE); Short-term: A1(KE)|
|Outlook: Stable||Outlook: Stable|
|Primary Analyst||Secondary Analyst|
|Simbarake Chimutanda||Thandolwenkosi Mkwanazi|
|Credit Analyst||Junior Credit Analyst|
|(011) 784-1771||(011) 784-1771|
|Sector Head: Financial Institution Ratings|
APPLICABLE METHODOLOGIES AND RELATED RESEARCH
Global Criteria for Rating Banks and Other Financial Institutions (March 2017)
Kenya Bank Statistical Bulletin (December 2018)
CBA rating reports (2007-18)
RATING LIMITATIONS AND DISCLAIMERS
ALL GCR’S CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://GLOBALRATINGS.NET/UNDERSTANDING-RATINGS. IN ADDITION, GCR’S RATING SCALES AND DEFINITIONS ARE ALSO AVAILABLE FOR DOWNLOAD AT THE FOLLOWING LINK: HTTP://GLOBALRATINGS.NET/RATINGS-INFO. GCR’S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, PUBLICATION TERMS AND CONDITIONS AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE AT HTTP://GLOBALRATINGS.NET.
SALIENT FEATURES OF ACCORDED RATINGS
GCR affirms that a.) no part of the ratings was influenced by any other business activities of the credit rating agency; b.) the ratings were based solely on the merits of the rated entity, security or financial instrument being rated; and c.) such ratings were an independent evaluation of the risks and merits of the rated entity, security or financial instrument.
Commercial Bank of Africa Limited participated in the rating process via tele-conference and other written correspondence. Furthermore, the quality of information received was considered adequate and has been independently verified where possible.
The credit ratings have been disclosed to Commercial Bank of Africa Limited.
Information received from Commercial Bank of Africa Limited and other reliable third parties to accord the credit ratings included:
• Joint Press Statement issued on 31 January 2019; and
• Investor briefing at 31 January 2019.
The ratings above were solicited by, or on behalf of, the rated client, and therefore, GCR has been compensated for the provision of the ratings.
GLOSSARY OF TERMS/ACRONYMS USED IN THIS DOCUMENT AS PER GCR’S FINANCIAL INSTITUTIONS GLOSSARY
|Asset||A resource with economic value that a company owns or controls with the expectation that it will provide future benefit.|
|Asset Quality||Refers primarily to the credit quality of a bank’s earning assets, the bulk of which comprises its loan portfolio, but will also include its investment portfolio as well as off balance sheet items. Quality in this context means the degree to which the loans that the bank has extended are performing (ie, being paid back in accordance with their terms) and the likelihood that they will continue to perform.|
|Balance Sheet||Also known as a Statement of Financial Position. A statement of a company’s assets and liabilities provided for the benefit of shareholders and regulators. It gives a snapshot at a specific point in time of the assets the company holds and how they have been financed.|
|Budget||Financial plan that serves as an estimate of future cost, revenues or both.|
|Capital||The sum of money that is invested to generate proceeds.|
|Capital Adequacy||A measure of the adequacy of an entity’s capital resources in relation to its current liabilities and also in relation to the risks associated with its assets. An appropriate level of capital adequacy ensures that the entity has sufficient capital to support its activities and that its net worth is sufficient to absorb adverse changes in the value of its assets without becoming insolvent.|
|Capital Base||The issued capital of a company, plus reserves and retained profits.|
|Corporate Governance||Refers to the mechanisms, processes and relations by which corporations are controlled and directed, and is used to ensure the effectiveness, accountability and transparency of an entity to its stakeholders.|
|Credit Rating Agency||An entity that provides credit rating services.|
|Customer Deposit||Cash received in exchange for a service, including safekeeping, savings, investment, etc. Customer deposits are a liability in a bank’s books.|
|Default||Failure to meet the payment obligation of either interest or principal on a debt or bond. Technically, a borrower does not default, the initiative comes from the lender who declares that the borrower is in default.|
|Financial Institution||An entity that focuses on dealing with financial transactions, such as investments, loans and deposits.|
|Financial Statements||Presentation of financial data including balance sheets, income statements and statements of cash flow, or any supporting statement that is intended to communicate an entity’s financial position at a point in time.|
|Impairment||Reduction in the value of an asset because the asset is no longer expected to generate the same benefits, as determined by the company through periodic assessments.|
|Interest||Scheduled payments made to a creditor in return for the use of borrowed money. The size of the payments will be determined by the interest rate, the amount borrowed or principal and the duration of the loan.|
|Liquid Assets||Assets, generally of a short term, that can be converted into cash.|
|Liquidity||The speed at which assets can be converted to cash. It can also refer to the ability of a company to service its debt obligations due to the presence of liquid assets such as cash and its equivalents. Market liquidity refers to the ease with which a security can be bought or sold quickly and in large volumes without substantially affecting the market price.|
|Liquidity Risk||The risk that a company may not be able to meet its financial obligations or other operational cash requirements due to an inability to timeously realise cash from its assets. Regarding securities, the risk that a financial instrument cannot be traded at its market price due to the size, structure or efficiency of the market.|
|Long-Term||Not current; ordinarily more than one year.|
|Long-Term Rating||Reflects an issuer’s ability to meet its financial obligations over the following three to five year period, including interest payments and debt redemptions. This encompasses an evaluation of the organisation’s current financial position, as well as how the position may change in the future with regard to meeting longer term financial obligations.|
|National Scale Rating||Provides a relative measure of creditworthiness for rated entities only within the country concerned. Under this rating scale, a ‘AAA’ long term national scale rating will typically be assigned to the lowest relative risk within that country, which in most cases will be the sovereign state.|
|Net Profit||Trading/operating profits after deducting the expenses detailed in the profit and loss account (including taxes).|
|Performing Loan||A loan is said to be performing if the borrower is paying the interest on it on a timely basis.|
|Provision||The amount set aside or deducted from operating income to cover expected or identified loan losses.|
|Regulatory Capital||The total of primary, secondary and tertiary capital.|
|Retained Earnings||Earnings not paid out as dividends by a company. Retained earnings are typically reinvested back into the business and are an important component of shareholders’ equity.|
|Risk||The chance of future uncertainty (i.e. deviation from expected earnings or an expected outcome) that will have an impact on objectives.|
|Security||An asset deposited or pledged as a guarantee of the fulfilment of an undertaking or the repayment of a loan, to be forfeited in case of default.|
|Short-Term||Current; ordinarily less than one year.|
|Short-Term Rating||An opinion of an issuer’s ability to meet all financial obligations over the upcoming 12 month period, including interest payments and debt redemptions.|
|Stock Exchange||A market with a trading-floor or a screen-based system where members buy and sell securities.|
For a detailed glossary of terms please click here
GCR places Commercial Bank of Africa Limited’s national scale rating of A+(KE) on Outlook Evolving.