(BRALIRWA)
PROSPECTUS
This Prospectus provides detailed information about the Company and the Offer.
Potential investors in respect of the Offer Shares are therefore advised to read this document
carefully and retain it for future reference. In the event that such an investor is not clear about
the action to take, he/she should consult his/her stock broker, banker, lawyer, auditor
or any other financial, legal and tax advisor for guidance and carefully review the
risks associated with an investment in the Company.
2010 Prospectus
CAUTION:
This document is a prospectus inviting the public to acquire the Offer Shares under the terms of application set out herein. If you
wish to apply for Offer Shares then you must complete the procedures for application and payment set out in Part Seven of this
document.
A copy of this Prospectus has been delivered to the Registrar General of Companies for registration. The Registrar General
has not checked and will not check the accuracy of any statements made and accepts no responsibility for it or for the financial
soundness of the Company or the value of the Offer Shares.
For information concerning certain risk factors which should be considered by prospective investors, see risk analysis commencing on page 25 hereof.
This Prospectus is issued in compliance with the requirements the Registrar Generals Instructions No. 01/2010/ORG of
12/04/2010 relating to the form and content of the Prospectus (Prospectus Instructions) issued pursuant to the Law No.
07/2009 relating to Companies (the Companies Act), and the requirements of the Capital Markets Advisory Council (CMAC),
and the requirements of the Rwanda Stock Exchange (RSE) /Rwanda Over The Counter (OTC) Market (ROTC).
A copy of this Prospectus has been delivered to the CMAC for approval. Permission has been granted by the CMAC for the GoR
to offer to the public the Offer Shares. The CMAC assumes no responsibility for the correctness of any of the statements made
or opinions or reports expressed or contained in this Prospectus. Approval of this Prospectus by the CMAC is not to be taken as
an indication of the merits of the Company or its Shares.
PROSPECTUS
BRASSERIES ET LIMONADERIES DU RWANDA
(Incorporated in the Republic of Rwanda, Company Code 100004348)
(BRALIRWA or the Company)
Offer for Sale
by the Government of Rwanda (GoR)
of
128,570,000 ORDINARY SHARES WITH A PAR VALUE RWF0.75 EACH AT RWF 136 PER SHARE
PAYABLE IN FULL ON APPLICATION
and
Listing of the entire issued share capital of the Company on the Rwanda Stock Exchange / Rwanda OTC Market
APPLICATION LIST OPENS: Tuesday 23 November 2010
APPLICATION LIST CLOSES: Friday 17 December 2010
An application has been made to the RSE/ROTC market for the Listing of the Shares of the Company, under the abbreviation of BLR. Listing is expected to become effective on 31 January 2011. The RSE/ROTC assumes no responsibility for the correctness of any of the statements made or opinions or reports expressed or contained in this Prospectus.
Lead Transaction Advisor
MBEA Brokerage Services (Rwanda) S.A.
[RC No. A076/08/KIG]
Co-Transaction Advisor
Renaissance Capital (Kenya) Limited
This Prospectus is dated 23 November 2010 and is valid for 6 months from this date.
IMPORTANT INFORMATION
Potential investors are expressly advised that an investment in the Offer Shares entails certain risks and that they should therefore carefully
review the entire contents of this Prospectus. Furthermore, before making an investment decision, potential investors should consult their
stock broker, banker, lawyer, auditor or other financial, legal and tax advisors for guidance and carefully review the risks associated with an
investment in the Company.
This Prospectus was approved by the Board of Directors and the Promoter in the English language.
Responsibility Statements
The Prospectus has been seen and approved by the Directors and the Promoter of BRALIRWA and the offering, they collectively
and individually accept full responsibility for the accuracy of the information given and confirm that, after having made all reasonable enquires, and to the best of their knowledge and belief, there are no false or misleading statements and other facts the
omission of which would make any statement herein false or misleading.
The Transaction Advisors acknowledge that based on all the available information and to the best of their knowledge and belief,
the Prospectus constitutes a full and true disclosure of all material facts concerning the Offer and they have satisfied themselves
that any profit and cash flow projections (for which the Directors are fully responsible) prepared for inclusion in the Prospectus
has been stated by the Directors after due and careful enquiry and have been duly reviewed by the Reporting Accountants.
Selling Restrictions
A description of these and certain other restrictions to which the Offer and sale of the Offer Shares are subject are set out in full in the section
of this Prospectus entitled Part One: Summary of the Offer - Selling Restrictions
Potential investors should not assume that the information in this Prospectus is accurate as at any date other than the date of
this Prospectus. No person is or has been authorised to give any information or make any representation in connection with the
Offer and Listing, other than as contained in this Prospectus. Delivery of this Prospectus at any time after the date hereof will not
under any circumstances, create any implication that there has been no change or that the information set out in this Prospectus
is correct as any time since its date.
The Offer does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or buy, securities in any jurisdiction in which such an offer or solicitation would be unlawful. The Offer consists of an offering outside the United States of
America (the United States) of shares pursuant to Regulation S (Regulation S) under the US Securities Act 1933, as amended (the
Securities Act).
The Shares have not been, and will not be, registered under the Securities Act or qualified for sale under the laws of any state of
the United States or under the applicable laws of the United Kingdom, Canada, Australia or Japan and, subject to certain exceptions, may not be offered, sold, pledged or otherwise transferred in the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S) or to any national, resident or citizen of the United Kingdom, Canada, Australia or Japan.
Neither this document nor any copy of it may be sent to or taken into the United States, the United Kingdom, Canada, Australia
or Japan nor may it be distributed to any U.S. person.
Supplementary Prospectus
If, prior to the Listing of the Shares, a significant new development occurs in relation to the information contained in this Prospectus or a material mistake or inaccuracy is found in this Prospectus that may affect the assessment of the Company, a supplement
to this Prospectus will be published.Statements contained in any such supplement (or contained in any document incorporated
by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or
supersede statements contained in this Prospectus or in a document that is incorporated by reference in this Prospectus. Any
statements so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus.
II
2010 Prospectus
CONTENTS
TABLE OF CONTENTS
01
03
04
05
06
07
08
PARTOne
1
10
PARTTwo
2
24
PART
3
Three
29
PARTFour
4
Overview of BRALIRWA
40
PARTFive
5
53
PARTSix
6
62
PART
7
Seven
68
PARTEight
8
Directors Report
74
APPENDICES
APPENDIX I
Legal Opinion
77
APPENDIX II
Accountants Report
80
One
Two
APPENDIX III
115
APPENDIX IV
119
APPENDIX V
122
APPENDIX VI
135
APPENDIX VII
Form of Guarantee
138
APPENDIX VIII
140
APPENDIX IX
142
APPENDIX X
144
APPENDIX XI
147
Four
Five
Six
Seven
Eight
Nine
Ten
Eleven
III
IV
2010 Prospectus
CO-TRANSACTION ADVISOR
Renaissance Capital (Kenya) Limited
Purshottam Place, 6th Floor
Westlands Road, Chiromo
P.O. Box 40560-0100,
Nairobi, KENYA
Tel: +254 20 368 2329
Fax: +254 (20) 368 2339
Web: www.rencapkenya.com
CO-SPONSORING BROKER
REPORTING ACCOUNTANTS
PricewaterhouseCoopers Rwanda Limited
[RC No. 2664/09/NNL]
Blue Star House, 5th Floor
Boulevard de lUmuganda, Kacyiru
P.O. Box 1495
Kigali, RWANDA
ADVISORS
01
Tel:
+250 788 300926 / 250 788 300973
Email: info@ksolutions-law.com
Web: www.ksolutions-law.com
Tel:
+254 20 2736332 / +254 20
2734472/3
Email: wakili@wakili.com
Web: www.wakili.com
RECEIVING BANKS
Banque Commerciale du Rwanda S.A.
[RC No. A010/KIG]
11 Boulevard de la Rvolution
P.O. Box 354
Kigali, RWANDA
Tel:
+250 252 559 052/12
Email: info@bcr.co.rw
Web: www.bcr.co.rw
Tel:
Fax:
Email:
Web:
REGISTRARS
Tel:
+250 25274282
Email: centbank@rwanda1.com
Web: bnr.rw
Tel:
+250 725 346242/3/4
Email: registrar@cdsckenya.com
Web: www.cdsckenya.com
COMMUNICATIONS ADVISOR
ADVISORS
02
2010 Prospectus
On behalf of the Government of Rwanda, I am glad to launch the entry into a new era of development of our financial sector, where Government is offering 128,570,000 ordinary shares
representing 25% shareholding in BRALIRWA to the public, through an Initial Public Offer (IPO).
BRALIRWA is the first domestic company to go public through the Rwanda Capital Market. It
is indeed a legacy for BRALIRWA to go public soon after half a century anniversary of business
in Rwanda. This historic offer is a culmination of Government efforts and determination to
develop the capital market within the overall framework under the Financial Sector Development Program (FSDP) that was launched in 2007.
The development of the capital market in Rwanda is aimed at building the foundation for long
term capital formation and access to long term financing by both private and public sectors.
Access to long term capital will become a reality when the culture of wide spread ownership
of shares and other financial assets becomes a norm among the population. It is for this reason the Government identified the capital market as a channel for long term savings mobilization and an opportunity to promote public ownership through the privatization programme.
BRALIRWA is one of the most profitable companies in Rwanda today. During the FY 2009, the
Company reported gross revenue (including excise duty) of over RwF 71 billion and a statutory
net profit of over RwF 6 billion. The Company has consistently paid dividends and for a long
time has been the largest taxpayer in Rwanda, contributing approximately 12% of domestic
tax revenue for FY 2009.
The Government is giving an opportunity to the public to participate in the success of a well
managed and financially sound company.
From a global perspective, AFRICA is now emerging to be a favourite destination for international capital due to prospects for high returns on investment. This Initial Public Offer (IPO)
which is open to both domestic and international investors, will go a great length towards
connecting the international portfolio investors to Rwanda, and indeed, enabling Rwanda to
tap into the international financial markets.
This Prospectus sets out the details of the Offer and the Listing of BRALIRWA Shares on the
Rwanda Stock Exchange (RSE). I urge all potential investors to take interest and read the full
Prospectus to understand the potential rewards and risks related to investing in BRALIRWA.
I wish to notify all potential investors that buying BRALIRWA shares is investing in the cultural
heritage of Rwandan community. I finally wish BRALIRWA and the Rwanda Capital Market a
successful IPO.
John RWANGOMBWA
MINISTER
03
LETTERS
2010 Prospectus
Values
BRALIRWAs three core values are derived from its parent companys (Heineken N.V.) values, being Respect, Enjoyment and Passion for Quality. The values are based on the Companys passion for quality beverages and its constant
respect for its employees, business partners, customers, shareholders and all others who are connected to the Company. The values help to define the corporate culture and working methods within the organization.
MISSION
05
2004
2006
2008
The Companys HIV Programme was internationally recognized by Global Business Coalition in New York
2008
2008
Chosen as the Rwanda Development Board (RDB) Gold Investor Award, recognizing it as the best investor
in Rwanda
2008
Won the RDB Award for best creator of forward and backward linkages with Small and Medium Enterprises
2009
Won award of excellence for high and timely tax payments in 2008
2009
2009
2009
Won The Coca-Cola Company Golden Award for Quality and Performance
2009
2010
AWARDS
2004
06
2010 Prospectus
12:00 pm
Tuesday 23 November 2010
6:00 pm
Friday 17 December 2010
The Offer Timetable and, in particular, the Offer Period is subject to amendment and extension if agreed by the GoR, BRALIRWA, the CMA and the RSE/ROTC. Any such amendment or extension will be announced publicly through a press advertisement.
Offer Statistics
Offer Statistics
RwF
136
RwF
0.75
RwF
385,713,750
514,285,000
RwF
128,570,000
RwF
17,485,520,000
Net profits for the twelve (12) month period ended 31.12.2009
RwF
6,589,119,000
Dividend paid for the twelve (12) month period ended 31.12.2009 RwF
6,330,166,000
RwF/share
12.31
RwF/share
12.81
Implied dividend yield based on the DPS for the twelve (12)
month period ended 31.12.2009
9.1%
Implied PE (historical) based on the EPS for the twelve (12) month
period ended 31.12.2009
10.6x
RwF
RwF/share
8,143,000,000
15.83
8.6x
07
DIRECTORS
08
2010 Prospectus
Corporate Information
Registered Office
Company Secretary
Auditors
Lawyers
Principal Bankers
INFORMATION
1Auditor
KCB Rwanda SA
Avenue de la paix
P.o.Box 5620 Kigali, Rwanda
09
PART ONE
10
2010 Prospectus
A.
THE OFFER
11
PART ONE
To reduce the shares held by the government in public companies, thus alleviating the financial burden on its resources
(through the elimination of subsidies and state investments) and reducing its administrative obligations in these enterprises;
To attract foreign investment in Rwanda and the accompanying transfer of technology and knowhow; and
Developing and promoting Rwandas capital markets.
Employees and Distributors For purposes of eligibility to this sub-pool, Employees shall mean any one with a
contract of employment with the Company or any cooperative set up by such persons and Distributor shall mean
any one with a valid distribution contract with the Company;
12
2010 Prospectus
QIIs in Rwanda For purposes of eligibility to the Domestic Pool, QIIs in Rwanda shall mean any Institutions regulated
and licensed by a regulator established under the laws of Rwanda and Institutional collective investment vehicles being pools of funds set up by members of an established institution or profession. These include licensed Investment
Banks, licensed Insurance companies, cooperatives, institutional retirement schemes and the National Social Security
Fund (NSSF) of Rwanda; and
QIIs in the other EAC Partner States (that is excluding Rwanda) For purposes of eligibility to the Domestic Pool, QII
shall mean any Institutions regulated and licensed by a regulator established under the laws of the EAC partner states
including Insurance companies regulated and licensed by the insurance industry regulators, collective investment vehicles and investment banks regulated and licensed by the capital markets regulators, retirement schemes regulated
and licensed by the regulators for the retirement benefits industry, statutory retirement benefit schemes in the EAC
partner states namely: Institute Nationale de Securite Social (INSS) of Burundi, National Social Security Fund (NSSF)
of Uganda, National Social Security Fund (NSSF) of Tanzania and National Social Security Fund (NSSF) of Kenya.
International Pool
This pool will comprise institutional investors outside the East Africa Community Partner States, if it is permissible
under the laws of their residency or location for them to receive the Prospectus and participate in the Offer and
provided that the Offer to such entity complies with the selling restrictions set out in the section headed Selling Restrictions.
Table 1a: The table below gives a summary of the eligibility to the pools and sub-pools and Offer Structure &
Allocation.
POOL
SUB-POOL
Domestic Pool
ALLOCATION %
44,999,500
35%
6,428,500
5%
19,285,500
15%
19,285,500
15%
as described above
38,571,000
30%
128,570,000
100%
International Pool
NUMBER OF SHARES
TOTAL OFFER
6,428,500 Shares, representing 5% of the Offer Shares in the Domestic Pool, have been reserved for the Employees
and distributors of the Company by the GoR at the Offer Price of RwF 136.
Minimum number of Shareholders
A minimum number of shares or of shareholders is not a requirement of the Prospectus Instructions. However, the
CMAC guidelines to listing equities state that in order to achieve a listing on the ROTC, a company must have a minimum of 50 shareholders as a prerequisite.
Minimum number of Offer Shares per Application
An application for Offer Shares must be at a minimum number of 100 Offer Shares and thereafter in multiples of 100
Offer Shares.
13
Approval of the Offer and the Listing has been received from the CMAC and permission for the Listing has been received from the RSE/ROTC, subject to procuring a minimum number of 50 shareholders holding in aggregate at least
25% of the total issued shares of BRALIRWA.
It is expected that trading in the Shares will commence on or about Monday, 31 January, 2011.
Shares will be electronically credited to successful Applicants CSD Accounts.
Extension of the Offer
Any extension of the Offer Period will be subject to approval of the GoR, the BoD, the CMAC and the ROTC.
Application of Proceeds
The proceeds arising from the Offer will accrue to the GoR, from which all expenses of the Offer will be paid.
Underwriting
The possibility of underwriting the Offer is being explored by the GoR. In the event that the Offer is fully or partially
underwritten, the public will be informed by way of a Supplementary Prospectus
Allotment Policy
The responsibility for allotting the Offer Shares lies with the GoR, the BRALIRWA Board of Directors and the Lead
Transaction Advisors. Where valid applications for Offer Shares received in any pool or sub-pool are equal to or less
than the Offer Shares allocated to that pool or sub-pool respectively, the applicants will be allotted the Offer Shares
applied for in full.
Where there is an oversubscription in the retail sub-pool, priority will be given to Rwandan citizens for up to 60% of
the Offer Shares allocated to the retail sub-pool.
For other categories of investors for the other sub-pools (except the Employees & Distributors sub-pool) and the
International Pool, the following allotment policy will apply:
If the total number of Offer Shares applied for is less than the total number of Offer Shares allocated to a particular pool
or sub-pool, the Offer Shares not taken up will be allocated to any oversubscribed sub-pool or pool; and
If the total number of Offer Shares applied for is more than the total number of Offer Shares allocated to a particular
pool or sub-pool, Applicants will be allocated 100 Offer Shares in the first instance and thereafter in multiples of 100
Offer Shares on a pro rata basis, rounded down to the nearest 100 Offer Shares, until all Offer Shares in a pool or subpool, are fully exhausted.
If the results of the subscription for the Offer Shares make the above policy impractical, then an amendment to the
allocation policy shall be made with the approval of the CMAC, the GoR and the BoD, and such amendment will be
announced within 24 hours of the grant of such approval.
The Lead Transaction Advisor, the GoR and the Directors of the Company reserve the right to accept or refuse any
application in their sole or discretion, either in whole or in part, or to accept some applications in full and others in
part, or to abate any or all applications in such manner as they may determine. All irregular or suspected multiple
applications will be rejected.
The Lead Transaction Advisors will notify the CMAC of the allotment results as approved by the GoR and BoD, and
announce the same by advertisement in the press within 21 days of the Closing Date.
14
2010 Prospectus
Refunds Policy
In the event of an oversubscription, all Applicants that have not been allotted in full the number of Offer Shares applied for will be refunded an amount equivalent to the value of the Offer Shares not allotted. The refunds shall be by
way of cheques from the Receiving Banks no later than 30 working days after allotment. The refund cheques will be
available at the Authorised Selling Agent (ASA) where an Applicant submitted their Application Form.
Any refunds to EAC nationals outside of Rwanda and International Investors, with the exception of QIIs and International Investors who submitted bank guarantees, will be made by way of electronic funds transfer in the foreign currency selected by the Applicant in the Application Form, at the cost of the respective Applicant and at the prevailing
exchange rate at the time of refund specified by the Receiving Banks.
Status of Applicant
Every Applicant is required to complete the declaration on the Application Form declaring, as the case may be, the
Applicants pool or sub-pool to which the Applicant is eligible with documentation supporting such eligibility.
Application Procedures
The summarized procedures below should be read in conjunction with the detailed instructions for applying for shares as contained in part
seven of this Prospectus, Procedures for, and Terms and Conditions of, Application and Allotment and the instructions on the Application
Form.
Copies of this Prospectus, together with the Application forms and CSD account opening forms CSD 1R, may be collected during normal working hours (except Sundays and public holidays) until 6:00pm between Tuesday 23 November 2010 and Friday 17 December 2010 from the ASAs listed in Appendix XI of this Prospectus.
Applications may be made only on the relevant Application Form attached to this Prospectus (whether or not printed
as a separate document). Each Application Form must be accompanied by cash, or a valid bankers draft/cheque or
bank guarantee drawn on a licensed operating bank in Rwanda, for the full amount payable for the Offer Shares applied for by the Applicant. In the case of bankers cheques, payments should be made in favour of:
Table 1b: Initial Public Offer Accounts
BANK
ACCOUNT No.
The completed Application Form, together with the necessary cash, or bankers draft/cheque or bank guarantee,
should be submitted to any of the ASAs by 6:00pm on Friday 17 December 2010. In the case of bank guarantees these
should be in the format set out in Appendix VI of this Prospectus.
15
Rejections Policy
Please refer to part seven of this Prospectus for the detailed application procedures.
Late applications will not be considered and personal cheques will not be accepted.
Although the Prospectus may be collected at any of the addresses indicated in Appendix XI of this Prospectus, acceptance of the application will only be considered if received by any of the Authorized Selling Agents. Accordingly
the Lead Transaction Advisors, the GoR and BRALIRWA will accept no responsibility for any applications that are, or
may be, misdirected.
Applications shall be rejected if full value is not received. It is not sufficient to merely present a cheque for the full
amount payable.
Applications will also be rejected for the following reasons:
Selling Restrictions
Each of the following selling restrictions (a) to (e) apply equally to the Domestic Pool and to the International Pool.
General
a.
b.
c.
16
Each of the Authorised Selling Agents and the Transaction Advsiors has acknowledged to the GoR that no action has
been or (except to the extent indicated in sub-paragraph (b)) will be, taken in any jurisdiction by any of the Authorised
Selling Agents, the Transaction Advisors or the GoR that would permit a public offering of the Offer Shares, or possession
or distribution (in electronic form or hard copy form) of the Prospectus (in preliminary or final form) or any other offering
or publicity material relating to the Offer Shares, in any country or jurisdiction where action for that purpose is required.
Each Authorised Selling Agent and the Transaction Advisors has undertaken that it will comply with all applicable laws
and regulations in each jurisdiction in which it acquires, offers, sells or delivers Offer Shares or has in its possession or
distributes (in electronic form or hard copy form) the Prospectus (in preliminary or final form) or any such other material,
in all cases at its own expense.
Each of the Authorised Selling Agents and the Transaction Advisors has also undertaken to the GoR to ensure that no
obligations are imposed on the GoR, BRALIRWA, any Authorised Selling Agent or the Transaction Advisors in any such
jurisdiction as a result of any of the foregoing actions. The GoR, BRALIRWA and the Lead Transaction Advisors will have
no responsibility for, and each Authorised Selling Agent and the Transaction Advisors will obtain, any consent, approval
or permission required by it for, the acquisition, offer, sale or delivery by it of the Offer Shares under the laws and regulations in force in any jurisdiction to which it is subject or in or from which it makes any acquisition, offer, sale or delivery.
No Authorised Selling Agent or the Transaction Advisors are authorised to make any representation or use any information in connection with the Offer and sale of the Offer Shares other than as contained in the Prospectus (in final form) or
any amendment or supplement to it; and
The distribution (in electronic form and hard copy form) of this Prospectus and the Offer of the Offer Shares is restricted
by law in certain jurisdictions. Persons into whose possession this Prospectus may come are required by the GoR to
inform themselves about and to observe such restrictions. This Prospectus may not be used for or in connection with
any offer to, or solicitation by, anyone in any jurisdiction or in any circumstances where such offer or solicitation is not
authorised or is unlawful.
2010 Prospectus
United States
The Offer Shares have not been and will not be registered under the Securities Act and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S
under the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S.
United Kingdom
a.
b.
No Offer Shares have been marketed to, or are available for subscription or purchase in whole or part by, the public in
the United Kingdom. This Prospectus does not constitute an offer or solicitation of an offer in the United Kingdom to
subscribe for or buy any securities in BRALIRWA or any other entity; and
This Prospectus is being distributed only to, and directed only at, persons who have professional experience in matters
relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (FPO), who are high net worth entities falling within Article 49(1) of the FPO or other persons to whom
the Prospectus may lawfully be communicated (each, a relevant person) and must not be acted on or relied on by any
person who is not a relevant person. Any investment or investment activity to which this Prospectus relates and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments or identify such other investment activity is available only to relevant persons, will be engaged in only with relevant persons and must only occur in
circumstances in which section 21(1) of the Financial Services and Markets Act 2000 does not apply to the Company or
the Offer. Any person who is not a relevant person should not act or rely on this document or any of its content.
South Africa
This Prospectus does not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy
and subscribe for, shares to the public as defined in the South African Companies Act, No. 61 of 1973 (as amended
or otherwise). This Prospectus does not, nor is it intended to, constitute a prospectus prepared and registered under
such Companies Act.
b.
banks, mutual banks or insurers acting as principal or those who are wholly owned subsidiaries of any such banks, mutual banks or insurers acting as agents in the capacity of authorised portfolio manager for a registered pension fund or
as manager for a registered collective investment scheme as registered under the applicable South African legislation;
and
addressees acting as principals who are willing to subscribe for Offer Shares to a value of at least ZAR 100,000, provided
in either case that they are persons whose ordinary business, or part of whose ordinary business is to deal in shares,
whether as principals or agents. Qualifying South African residents wishing to participate in the Offer should be aware
that they may be required to comply with South African exchange control requirements and should seek advice from a
person properly qualified to advise them if they are in any doubt as to what this may involve. Please note that neither
the Company nor the GoR is responsible for obtaining any exchange control consents that any investor may need in
order to participate in the Offer.
17
B:
18
2010 Prospectus
Today, BRALIRWA is one of the largest companies and the highest taxpayer in Rwanda. The Company estimates that
it has approximately 94% market share of the commercial beer market in Rwanda and 99% of the sparkling beverages
market in Rwanda 4.
Shares and Share Capital
The Companys authorized and issued share capital is RwF 385,713,750 which is divided into 514,285,000 Shares. The
share capital structure of the Company as at the date of this Prospectus is as follows:
Table 1c: Share Capital
TYPE OF
CAPITAL
Authorised Capital
NUMBER
OF SHARES
NOMINAL VALUE OF
SHARES (RwF)
385,713,750
Issued Capital*
514,285,000 ordinary shares of RwF 0.75 each
385,713,750
*The CMAC Listing Rules for equities require that a company has a minimum paid up capital of RwF 500,000,000. The CMAC has given the
Company a waiver for this requirement.
Stock Split
On 11th November 2010, an EGM of the shareholders of BRALIRWA was held and the shareholders resolved that the
Companys 102,857 issued Shares with a nominal value of RwF 3,750, be split by a ratio of 5000:1, thereby increasing
the issued shares to 514,285,000 Shares with a nominal value of RwF 0.75. The resulting share capital structure of
the Company as at the date of this Prospectus is as illustrated in Table 1c above.
Ownership of Shares
There have been no changes in the percentage ownership of the shares in the Company held by any of its major
shareholders during the past three years except for the sale and purchase of the Shares representing 5% of the issued
Shares of the Company by the GoR to Heineken International B.V.
Company Structure
BRALIRWA has two subsidiaries, BRAMIN S.A. a maize growing company and COGELGAS a gas methane production
company. Details of its shareholdings are set out in Table 1d below. It also has a minority stake in Rwanda Development Bank.
Table 1d: Company Structure
NAME
BRAMIN
COGELGAS
4 Source:
SHAREHOLDING(%)
PRINCIPAL ACTIVITIES
50% Maize growing company
62.5% Gas methane production
19
PERCENTAG OF ISSUED
CAPITAL
40%
35%
25%
Total
100%
Both Heineken International B.V. and Beleggingsmaatschappij Limba B.V. are members of the Heineken Group. They
are wholly owned subsidiaries of Heineken N.V.
There are no differences in the voting rights of the Shares. The holders of the Shares are entitled to one vote per
Share at general meetings. The Offer Shares will rank pari passu with each other and with all other Shares with respect to voting rights and distributions.
On 11th November 2010, a Share Purchase Agreement was entered into by the GoR and Heineken N.V. pursuant to
which the GoR agreed to sell 5% of the issued Shares of the Company, increasing the percentage holding of the Heineken Group in the Companys shares to 75%.
Shareholding Structure after the Offer
After the Offer for Sale, the shareholding of the Company is expected to be 75% held by members of the Heineken
Group and 25% held by other shareholders acquiring Shares pursuant to the Offer.
Table 1f: Shareholding Structure after the Offer
SHAREHOLDER
PERCENTAGE OF ISSUED
CAPITAL
40%
35%
Other Shareholders
25%
Total
20
2010 Prospectus
Material Litigation
There is no material litigation, arbitration, prosecution or other civil or criminal legal action in which BRALIRWA or its
Directors as directors of BRALIRWA are involved and which may have a material effect on the business of the Company.
Risk Factors
The following is a summary of the risk factors that are specific to the Company and Industry and are material to investing in the Offer Shares
For a more detailed discussion of these factors prospective investors should refer to part two of this Prospectus.
Competition;
Economic and political environment;
Seasonal nature of the business;
Financial risk;
Regulatory risk;
Litigation risk; and
Contamination, counterfeiting or other circumstances could harm the integrity of customer support for BRALIRWAs
brands and adversely affect the sales of those brands.
The terms used below have the following meaning wherever used:
21
2008
RWF MILLIONS
2007
RWF MILLIONS
71,363
66,039
51,422
Net Revenue *
45,486
42,708
33,679
Gross profit *
18,383
16,026
13,293
6,033
5,528
3,365
(14,423 )
(11,795)
(11,865)
EBITDA
12,578
12,037
7,208
EBIT BNRI
Other income *
Total costs & expenses
11,135
9,416
3,944
EBIT
9,992
9,416
5,028
PBT *
9,679
9,187
4,792
(3,090)
(2,773 )
(2,074)
6,589
6,413
2,718
The figures marked * are derived from the Reporting Accountants Report. Other financial information is extracted from the accounting
records of the Company
The following non-recurring (exceptional) items were recorded in BRALIRWAs income statements:
Table 1h: Exceptional items
Exceptional items
i.
ii.
2009
RWF MILLIONS
2008
RWF MILLIONS
2007
RWF MILLIONS
1,143
(See note (i))
(1,084)
(See note (ii))
The 2009 exceptional expense of RwF 1,143 million relates to a settlement with the tax authorities in relation to a procurement tax dispute for years 2003 to 2009.
The 2007 exceptional item relates to a reimbursement of expenses received from The Coca-Cola Company in relation to
years 1997 to 2006.
2008
RWF MILLIONS
2007
RWF MILLIONS
Total assets *
37,161
34,919
27,379
Total liabilities *
22,226
21,106
17,886
14,936
13,813
9,493
5,563
5,322
4,968
Capital expenditure
The figures marked * are derived from the Reporting Accountants Report. Other financial information is extracted from the accounting
records of the Company
2008
2007
EBITDA margin
27.7%
28.2%
21.4%
24.5%
22.0%
11.7%
EBIT as % of revenue
22.0%
22.0%
14.9%
14.5%
15.0%
8.1%
22
2010 Prospectus
Borrowings
(For more information, please refer to the Reporting Accountants Report)
The Companys Borrowings are short term in nature. They primarily arise from its need to finance its working capital
requirements. As at 31 December 2009, the Companys borrowings were worth RwF 289 million.
Dividend & Dividend Policy
Over the years, BRALIRWAs dividend policy has been to pay up to 100% of the Companys distributable earnings for
the year(as determined in the local statutory financial statements prepared under local GAAP), which is subject to the
Board of Directors approval and the financial needs of the Company.
The following table sets out the dividends declared by BRALIRWA in respect of the years indicated:
Table 1k: Dividends declared (2007-2009)
YEAR ENDED 31 DECEMBER
2009
6,330
100%
2008
5,106
100%
2007
2,093
70%
An interim dividend of RwF 3 billion was declared and paid out to shareholders on the register of the Company as at
11 November 2010.
The profits used in computing the dividend payout ratios disclosed above are derived from the local statutory financial statements of the Company which include different net profits from those disclosed in the Reporting Accountants
Report. The net profit reported in the Reporting Accountants Report has been adjusted to comply with International
Financial Reporting Standards (IFRS). A reconciliation between the net profit reported in the local statutory financial
statements and the Reporting Accountants Report is included in Appendix 1 of the Reporting Accountants Report.
Going forward, the Board of Directors will determine the level of the dividend after taking account of the outlook of
earnings growth, capital expenditure projections and the Companys cash requirements.
Payment of any dividend in cash will be made in Rwandan Francs. Dividends will be paid either by cheque or automatically credited to the Shareholders account.
Dividend payments are subject to withholding tax of 15% for all investors.
Profit Forecast
See separate report (Appendix IV)
23
PART TWO
RISKS FACTORS
24
2010 Prospectus
Rwanda is undertaking an overhaul of its business laws as part of the exercise of harmonizing its laws with those of
its EAC Partner States under the relevant treaty and protocols. In particular the draft Law relating to competition
and consumer protection expands the regulatory framework in respect of competition and consumer protection.
BRALIRWA has a significant market share in its sector, production and sale of beer and sparkling beverages.
25
PART TWO
In addition, alcoholic beverage products are the subject of national import and excise duties whose rates are regularly
increased in many countries around the world. An increase in import or excise duties could have a significant adverse
effect on the Companys business, results of operation or its financial condition, both through reducing overall consumption and by encouraging consumers to switch to lower taxed categories of alcoholic beverages.
There is a draft Law on modifying and completing the Law on Tax Procedures that proposes the retention of 20% of a
companys profit in a reserve fund for the payment of taxes subject to a cap of 10% of the companys net assets. This
may restrict the Companys ability to deploy its capital in the execution of its strategy.
Amendments are proposed to the Internal Trade Law (2001) which regulates the sale of goods. The legislative overhaul of Rwandas Business Laws opens up the Company to Regulatory Risk, but also may have beneficial effects
particularly in the areas of customs and excise duties, where the country has comparatively higher rates than other
members of the EAC. The full extent of these changes will depend on the final content of the proposed laws.
Litigation Risk
Companies in the alcoholic beverages industry are, from time to time, exposed to class actions or other litigation
relating to alcohol advertising, product liability, alcohol abuse problems or health consequences from the misuse of
alcohol, and BRALIRWA may be subject to litigation in the ordinary course of its operations. If such litigation results
in fines, damages and/or reputational damage to BRALIRWA or its brands, which could have an adverse effect on the
Companys business, results of operation or its financial condition.
Contamination, counterfeiting or other circumstances that could harm the integrity or customer support for BRALIRWAs brands and adversely affect the sales of those brands
The success of BRALIRWAs brands depends upon the positive image that consumers have of those brands, and
contamination, whether arising accidentally, or through deliberate third-party action, or other events that harm the
integrity or consumer support for those brands, could adversely affect their sales. BRALIRWA purchases most of the
raw materials for the production and packaging of its products from third-party producers or on the open market.
The Company may be subject to liability if contaminants in those raw materials or defects in the distillation, fermentation or bottling process lead to low beverage quality or illness among, or injury to, its consumers.
Company Specific Risks
Changes in Consumer Preferences or Purchasing Power
The ability of the Company to launch successfully its new products and maintain demand for its existing products depends on the acceptance of these products by consumers, as well as the purchasing power of consumers. Consumer
preferences may shift because of a variety of reasons, such as changes in demographic and social trends or changes
in leisure activity patterns. For instance, younger drinkers tend to be less loyal to any brand or any type of drink
than the previous generation of drinkers. Concerns about health effects due to negative publicity regarding alcohol
consumption or other factors may also affect consumers purchasing patterns. If the Company does not respond effectively to changes in consumer preferences, the Companys business, results of operation or its financial condition
may be adversely affected.
Human Resources Risk
BRALIRWAs operating results could be adversely affected by labour or skills shortages or increased labour costs due
to increased competition for employees, high employee turnover or increased employee benefit costs. The Companys success is dependent on the capability of its employees. There is no guarantee that BRALIRWA would be able
to continue recruiting, retaining and developing the capabilities it requires to deliver its strategy, in relation to sales,
marketing and innovation within markets or in its senior management. The loss of senior management or other key
personnel or the inability to identify, attract and retain qualified personnel in the future could have an adverse effect
on the Companys business, results of operation or its financial condition.
Disruptions in Supply of or Price fluctuations for, its major raw and packaging materials
The raw materials that the Company uses for the production of its beverage products are largely commodities that
are subject to price volatility caused by changes in global supply and demand, weather conditions, agricultural uncertainty and/or governmental controls. Commodity price changes may result in unexpected increases in the cost of raw
materials, glass bottles and other packaging materials and BRALIRWAs beverage products. The Company may also be
adversely affected by shortages of raw materials and packaging materials. BRALIRWA may not be able to increase its
prices to offset these increased costs without suffering reduced volume, sales and operating profit, which could have
an adverse effect on the Companys business, results of operation or its financial condition.
26
2010 Prospectus
Environmental Risk
Being a manufacturing company, it may pose some risk to the environment in the form of by-products, industrial
wastes and effluent discharge. This could see the Company face sanctions or other liability for damage caused to
the environment, which could have an adverse effect on the Companys business, results of operation or its financial
condition.
Operational Risk
The Companys manufacturing facilities are subject to operational risks including, equipment failure, accidents, energy supply disruptions, bottlenecks in production processes, labour force shortages and natural disasters. Any
disruptions in the operations of the Company could have an adverse effect on the Companys business, results of
operation or its financial condition.
Dependence on the Heineken Group, Diageo and The Coca-Cola Company
Most of the Companys products are produced and /or sold under trade mark license agreements, know how sharing agreements and technical assistance agreements entered into with members of the Heineken Group, Diageo
and The Coca-Cola Company. Further details of these agreements are set out in Part Six of this document. If any of
these agreements were to be terminated or not renewed, the Company would no longer have the relevant rights to
manufacture and/or sell the relevant products or have access to relevant know how and this would have an adverse
effect on the Companys business, results of operation or its financial condition.
Foreign Exchange Risk
BRALIRWA imports most of its input materials and machinery that it uses in the production process and plant maintenance. These inputs are exposed to fluctuations in the exchange rates of foreign currencies relative to the Rwandan Franc, which could materially affect BRALIRWAs financial performance.
Legal uncertainties concerning contractual agreements
The Company manufactures bottles and distributes Fanta, Sprite and Krest Pursuant to a Bottlers Agreement dated
1st January 2002 with The Coca-Cola Company, the Bottlers Agreements contained clauses that authorised the Company to utilise the trademarks of The Coca-Cola Company. This agreement has expired and the Company and The
Coca Cola Company are currently negotiating the terms of a new contract.
Risks Associated with the ordinary shares Equity Investment Risk
Investments in shares held on the capital markets are always subject to price fluctuations. There can be no guarantee
that the price of the Shares will not fluctuate either upwards or downwards. Furthermore there can be no guarantee
of constant trading in BRALIRWA shares. Any future issue of Shares, if made, could also have a material adverse effect on the price of the Shares and dilute individual shareholders shareholding.
The draft Law on modifying and completing the Law on Tax Procedures that proposes the retention of 20% of a
companys profit in a reserve fund for the payment of taxes. If passed, will limit the distributable earnings of the
Company and the amount of dividends payable to shareholders.
Any changes in withholding or capital gains taxes on dividends may affect the return to the investor.
Settlement of the Offer Shares may take longer than expected
Applications for Offer Shares will be processed on a manual and semi-automated basis and this process
may take longer than expected due to high subscription rates, limited order processing capacity, mechanical breakdown, delays in opening brokerage accounts, delays in opening CSD accounts and/or clerical error in relation to the
foregoing. Accordingly, while the settlement period is expected to be 30 days from the date of the close of the Offer,
the actual settlement period may be longer.
There is no existing market for the Companys shares and it is uncertain whether one will develop
to provide shareholders with adequate liquidity
Prior to this Offer, there has not been a public market for BRALIRWAs shares. The GoR cannot predict whether investor interest in BRALIRWA will lead to the development of an active trading market on the RSE/ROTC or otherwise or
how liquid any market that does develop might be. The Offer price for the Companys shares has been determined
by GoR after consulting the Lead Transaction Advisors and may not be indicative of prices that will prevail in the secondary market following this Offer.
27
The Company may not be able to fulfill its dividend policy in the future
Dividend payments are not guaranteed and the Board of Directors may decide, in its absolute discretion, at any time
and for any reason, not to pay dividends. In the past, the Companys dividend policy was based on other considerations and past dividend payments should not be taken as an indication of future payments.
Further, the Companys dividend policy, to the extent implemented, will significantly restrict its cash reserves and
may adversely affect the Companys ability to fund unexpected capital expenditures as well as the ability to make interest and principal repayments on any banking loan. As a result, the Company may be required to borrow additional
money or raise capital by issuing equity securities, both of which may not be possible on attractive terms or at all.
If the Company is unable to fulfill its dividend policy, or pay dividends at levels anticipated by potential Shareholders,
the market price of the Shares may be negatively affected and the value of any investment in Shares by a shareholder
may be reduced.
28
2010 Prospectus
PART THREE
INDUSTRY & MACRO ECONOMIC OVERVIEW
29
PART THREE
Emerging Markets
It is estimated that over 60% of global beer volumes come from emerging markets and despite the global economic
slowdown, these markets continue to offer the most attractive longer term opportunities for volume growth, particularly China and parts of South East Asia, Africa and Latin America. CAGRs of 3% to 5% for beer sales over the
next decade are expected and the margins earned and cash flow generated by the leading brewers already match or
surpass those earned in some mature markets. For instance, China recorded an annual increase of over 7% CAGR
in beer sales despite being hampered by heavy snow and wet weather that affected consumer demand. Africa experienced robust growth of 4%, driven by improved sales in Angola, Democratic Republic Congo, Mozambique and
Nigeria 7 .
The beer volume growth in emerging markets is being driven by a number of factors including growing disposable
income, improvements in the quality of beer, increased marketing and advertising activities by incumbent brewers
and, in most cases, a steadily growing and urbanizing beer consuming population base. Expanding into a broader
range of points of sale has also been driving volume growth.
5 Source:
Reuters
Thomson Reuters
7 Source: Canadean Global beverage Industry Report, News and Market Intelligence
6 Source:
30
2010 Prospectus
There may be constraints on beer volume growth in emerging markets caused, in some cases, by negative demographic trends, as well as cultural and religious impacts on alcohol consumption and from any legislative changes,
notably around tax and advertising restrictions.
Africa
In 2008, Africas average per capital consumption was 9.1 litres, which was markedly lower than the global average
of 27.0 litres. The four countries with the highest per capita beer consumption in Africa are Gabon, Seychelles, Botswana and South Africa 8.
On the continent, consumption levels are a factor of urbanisation or access to market and income levels or affordability. Growth in beer consumption is driven by three key factors: improving percapita income, growing number of
consumers and a shift in consumption to commercially produced beer.
East Africa
Generally, the growth of beer production in the EAC region has been stagnant, albeit with Kenya production well
ahead of all the other countries in the region. It has a flourishing beer industry producing beer that is internationally
recognized. East African Breweries Limited (EABL) is the largest brewer in the region, producing approximately 5 million hectoliters of beer annually, thus controlling about 95% of the market share in Kenya, 20% in Tanzania and 43%
in Uganda. The other major player in the bottled beer market is SAB Miller, which has 80% market share in Tanzania
and 52% in Uganda.
Growth in the industry has generally been flat in the region. This is due to the current economic hardships, coupled
with high taxes, stiff competition from other beverage sub sectors and low consumer spending. However, market
prospects are expected to rise as the sector focuses on innovation.
The table below shows key statistics in the beer industry in the East African Region at the end of 2009.
Table 3a: Key statistics in the beer industry in the East African Region
MARKET
MARKET SIZE IN
HECTOLITRES
CONSUMPTION PER
CAPITA IN LITRES
BURUNDI
1.5 million
18.0
BRARUDI at 97.5%
KENYA
3.9 million
11.0
EABL at 97%
RWANDA
0.9 million
9.0
BRALIRWA at 94%
TANZANIA
3.0 million
7.0
UGANDA
2.1 million
6.8
Rwanda
The Rwandan beverage market comprises of industrial beers, local brews, sparkling beverages, bottled water and
bottled juices. The total industrial beverage market is estimated at approximately 1.5 million hectoliters 9. Nonindustrial categories such as the volume of local brews produced and consumed can only be roughly estimated given
the informal nature of the production process.
The consumption of local brews, but also local industrial beer is deeply rooted in the Rwandese culture, and is consumed at all levels of the social strata. The consumption of local brews, being the most affordable drinks on offer,
are comparable in size to industrial beers , but are increasingly being de-stimulated by the Government. There could
therefore be significant upside in the industrial beer segment as the economy expands and traditional beer consumers enter the industrial beer segment. As in many other markets, there is a strong loyalty towards the longstanding
locally brewed industrial beers in Rwanda.
9 Source:
PART THREE
8 Source:
Canadean,IMF, Population Reference Bureau, Pew Research Center, African Alliance -Pan African Securities Research.
BRALIRWA Management
31
For most of its 50 years presence in Rwanda, BRALIRWA has been the sole brewer and sparkling beverages manufacturer in the country, with a market share in the beer segment estimated at around 97%. With the recent start of the
local brewery Brasserie des Mille Collines (BMC) and the launch of its Skol beer brand, BRALIRWAs market share in
the beer segment is estimated at around a strong 94%. The Companys most popular beer brands, Primus and Mtzig,
have a combined share of almost 88% of the Rwandan beer market and are therefore clearly the two leading beer
brands. The remaining share mainly consists of BRALIRWAs other beer brands such as Guinness, Heineken, Amstel
and Turbo King.
RS Cedex Stan 1- 1985. Revision 4 2005. Labeling General standard for the labeling of repackaged food;
RS 176: 2006 Soft drinks- specification;
RS 16: 2004 Beer- Specification;
RS 17: 2004 carbonated and none carbonated specification; and
RS CAC-RCP 1-1969, revised 4, 2003 Code of practice- General principles for food hygiene.
Article 25 of the Law No. 15/2001 of 28/01/2001 amending and completing Law No. 35/91 of 5th August 1991
concerning the organization of internal trade protects the public against false and misleading advertisements and
fraudulent sales promotion practices.
Pursuant to this, the Company is required to obtain and has obtained a license to operate as such through an Incorporation Certificate from the Office of the Registrar General (Law No. 07/2009 of 27/04/2009 relating to Companies.
After securing an environmental Impact Assessment and various District Land Bureau authorizations, an Industrial
license is delivered by the Ministry of Trade and Industry (Permit dexploitation industriel O.R.U. No. 41/78 of 28 Mai
1956 Etablissement Dangereux, insalubres ou incommodes).
32
The Regime des Boisson Alcooliques (published in Journal official, 1970, Pg. 51) modified by Decree Law No. 20/78 of
14th August 1978 (J.O. 1978, Pg.502) as well as the following ordinances , Fabrication Et Commerce 22nd October 1911
Ordonnance Alcools, eaux-de-vie, liqueurs (R. M. 1911, Pg.630) Applied to Rwanda by Decree of 10th June 1929 (B. O.
1929, Pg. 716) ,22/10/1911 Ordonnance Vins Et Boissons Vineuses Reglementation (R. M. 1911, Pg. 694) applied on
Rwanda Decree 10th June 1929 (B.O. 1929 Pg.716) and 18/11/1913 Ordonnance Fabrication et Commerce des bieres
(B. O. 1914 Pg.483 applied to Rwanda by decree of 10/06/1929 (B.O. 1929 Pg.716) on the composition of alcoholic
drinks , regulate the following aspects of the alcoholic beverage industry;
2010 Prospectus
Licensing: the regulatory regime provides for different category of licences for the production, sale and distribution of
alcoholic beverages. The possession, importation, sale or purchase of distillation equipment is prohibited unless one has
authorization from the ministry of finance or such officer who the minister may delegate the licensing powers. Additionally Importation of such equipment requires authority of the director of customs .Different categories of licences are
required for sale through pubs,, hotels and restaurants and for limited events (fairs);
Composition : the regime prescribes the composition of various alcoholic beverages ; wines , liqueurs, cognac etc;
Closing hours for pubs are also regulated by ordinance; and
There is a specific ordinance, 22/07/1930 Decree Debit de Boisson Acquisition et cession gratuite on a credit de boisson alcooliqueres (B.O. 1930 Pg. 400) that prohibits the sale of alcoholic beverages on credit in retail outlets unless the
same is served together with a meal in a restaurant or to a hotel guest or at a mess for armed forces.
With the opening of the borders through the EAC, it is expected that regional competition will increase and this should
promote innovation which is often good for improving sales and profitability in the industry;
Rwandas demographics show a market with potential. It is estimated that 54.8% of the population in Rwanda is between 15-64 years old 10 . This is more or less the targeted group for BRALIRWAs products;
Statistics show that traditional beer production in Rwanda accounts for more than half of the beverage industry market.
There is therefore potential to grow the commercialized beer production market as more of the population shifts to
drinking commercialized beer with the change in times;
Rwandas levels of per capita alcohol consumption at 9 litres 11 are still below the levels in Burundi (18litres) and Kenya
(11 litres);
The stable governance climate in the country has made it an investment destination of choice in the region. This works
in favour of the industry in terms of potential for market growth; and
Potential for an export market into DRC and EAC.
Rwanda - An Overview
Map of Rwanda
10 Source:
11 Source:
33
The Republic of Rwanda has an estimated population of slightly over 10 million people (2009 est.) which makes it the
most densely populated country in Africa, and is about 10,169 Square Miles (26,340 sq km) in size. It borders the
Democratic Republic of Congo (DRC) in the West, Uganda in the North, Tanzania in the East and Burundi in the South.
Kigali is the capital and the largest city. Although the country lies on the equatorial belt, it enjoys a cool climate due
to the presence of lower mountains and a huge forest region containing abundant wildlife, including the renown
mountain gorillas. Known as the land of a thousand hills Rwanda is divided into 5 provinces namely Eastern, Western, Northern, Southern & Kigali Province.
The Economy
Rwanda is perceived to be at an advanced stage of rehabilitation and is looking to a bright future. Foreign exchange
controls have been liberalized and the banking system is sound and thriving. The countrys Vision 2020 objective
is to transform the economy from its 90% dependence on subsistence agriculture into a broadly based economic
engine 12
Latest statistics from the Rwanda National Institute of Statistics (NIS) show that the decline in GDP growth rate to
6% in 2009 from 11.6% the previous year was as a result of the global recession affecting the tourism and mining
sub sectors. The decline notwithstanding the economy witnessed a strong performance in food crop production
due to integrated interventions in the agricultural sector. Main exports include Coffee, Tea, and Pyrethrum. Coffee
makes up more than 50% of the total export value while the countrys tea is thought to be among the worlds best.
Rwandas industries are limited to food processing, brewing and small factories that manufacture footwear, plastics,
textiles and cigarettes.
Rwanda recently joined the East African Community (EAC) and as a result is aligning its budget, trade and immigration policies with its regional partners. The Rwanda government has embraced an expansionary fiscal policy to
reduce poverty by improving education, infrastructure, along with foreign and domestic investment and pursuing
market-oriented reforms.
Table 3b: A Statistical snapshot of Rwanda as at 2009
STATISTIC
2009 ESTIMATES
Population: total
10.1 million
2.7%
6%
USD 520
10.3%
Exports
USD 33 million
RwF 568
12 Source: Privatisation
34
Secretariat
2010 Prospectus
RWANDA
BURUNDI
KENYA
TANZANIA
UGANDA
Population, total
10.1 million
8.3 million
39.8 million
43.7 million
32.7 million
Annual Population
Growth
2.7%
2.8%
2.6%
2.9%
3.3%
6.0%
3.4%
1.8%
4.5%
4%
GDP (purchasing
power parity)
USD 520
USD 160
USD 759
USD 509
USD 481
Consumer price
Inflation (annual
average rate in %)
10.3%
11.1%
13.10%
12.10%
12.60%
Exchange Rate:
568 Rwandan
Francs per USD
1,227.5 Burundi
Francs per USD
1317.5 Tanzanian
Shillings per USD
2,073.3 Uganda
Shillings per USD
35
2.
3.
4.
5.
Abundance of opportunities
Despite its remarkable progress, Rwanda remains largely virgin territory for investors. There are many unexploited
opportunities.
13 Source:
36
2010 Prospectus
Development of a capital market legal framework in which three proposed new laws were adopted by the Chamber
of Deputies in November 2010. The three laws passed by the Chamber of Deputies were the law establishing the
Capital Markets Authority (CMA), the law regulating the capital markets, and the law regulating collective investment vehicles. These laws are expected to be assented to by the President and gazetted soon;
The law governing the holding and circulation of Securities (Central Depository) was gazetted in May 2010;
New fiscal incentives were gazetted in May 2010;
A national public education program was launched in October 2010;
Steps to integrate the East African capital markets, including Rwanda, are currently being undertaken; and
Rwanda is a member of the East Africa Securities and Regulatory Authorities (EASRA) and also a member of East
Africa Securities Exchanges Association (EASEA).
37
The debt securities that have been actively traded so far are the two 2 year Government Treasury bonds of which two
matured at the end of January 2010 with periodic interest of 8% per annum, and a three year Treasury bond paying
8.25 % per annum. The Treasury bonds that have been traded in the secondary market as at the end of October 2010
are worth 504,400,000 (five hundred four million four hundred thousand Rwandan francs) in 57 deals. The bonds
traded between 98.237 and 102.95.
The 10 year BCR bond that will mature in 2017, with periodic interest of 10.5% per annum, was transacted at 100.25
in 3 deals worth RwF 150,000,000 (one hundred fifty million Rwandan francs) at the launch of the ROTC in January
2008.
The equity market also was activated in June 2009 with the cross listing of KCB shares. Since the cross listing, the
ROTC has recorded a total turnover of RwF 18,097,800 from 112,300 KCB shares traded on the ROTC in 79 deals as
at the end of October 2010. The shares started at RwF160, and have traded at a high of RwF 182 and a low of RwF
130. As at the end of October 2010, KCB was trading at RwF 148.
Ownership transfers
Seller
1.
2.
3.
4.
5.
6.
7.
All shareholders of the Company will have a right to transfer part or all of their Shares to any party by way of selling
or authorized private transfers.
All transfers of ownership of Shares must be approved by the RSE/ROTC.
All shareholders shall receive a depository statement from the CSD as proof of ownership of Shares after allotment
by the registrar of the Company.
A shareholder who intends to sell any of their Shares through the RSE/ROTC must produce proof of ownership and
sign a Sale Transfer Form.
The selling broker shall deliver the transfer duly signed Sale Transfer Form together with the proof of ownership
to the registrar for verification.
Upon verification of the authenticity of ownership and sufficiency of securities and free of any encumbrances, the
selling broker offers the Shares for sale on the RSE/ROTC.
The selling broker shall deliver the verified transfer documents to the Rwanda Stock Exchange on the second day
following the transaction.
Buyer
8.
9.
An investor who intends to buy Shares on the secondary market shall make payment for the intended purchase
and sign a Purchase Transfer Form.
After the transaction the buying stock broker delivers the duly signed Purchase Transfer Form to the RSE/ROTC.
38
2010 Prospectus
BROKERAGE FEES
Bonds(Debts)
0.125%
Shares(Equities)
1.500%
Taxes
No stamp duty is payable on transfers of shares listed on the RSE/ROTC. The following are the gazetted tax incentives
applicable in Rwanda:
Income tax exemption income accruing to registered collective investment schemes and employees shares
scheme are exempted from income tax;
Capital gain tax capital gain on secondary market transaction on listed Securities are exempted from capital gains
tax; and
Corporate income tax newly listed companies on capital market shall be taxed for a period of 5 years on the following rates:
a. 20% if those companies they sell at least 40% of their shares to the public;
b. 25% if those companies sell at least 30% of their shares to the public; and
c. 8% if those companies sell at least 20% of their shares to the public.
Venture capital venture capital companies registered with the CMA in Rwanda benefit from a corporate income
tax of zero percent (0%) for a period of five (5) years;
Withholding tax on dividends and interest withholding tax on dividends and interest income on securities listed
on capital markets and interest arising from investments in listed bonds with a maturity of 3 years and above have
been reduced to 5% residents of Rwanda or the EAC;
Value-added tax (VAT) the following are exempted from VAT:
a. Transfer of shares; and
b. Capital market transactions for listed securities.
The above information does not constitute tax advice in any way and no person should rely on the same to make their
investment decision. Prospective investors are strongly advised to obtain professional advice on the tax position in
relation to dealing in Shares listed on the RSE/ROTC .
39
PART FOUR
BUSINESS OVERVIEW OF BRALIRWA
40
2010 Prospectus
TheStateofRwanda
(25%)
HeinekenGroup
(75%)
BRALIRWA
BRAMIN
(50%)
Source:
COGELGAS
(62.4%)
BRALIRWAManagement
Heineken N.V.
The Heineken Group owns 75% of the Company. The Heineken Group is one of the worlds great brewers and is committed to growth and remaining independent. The brand that bears the founders family name, Heineken is available
in almost every country on the globe and is the worlds most valuable international premium beer brand. The groups
aim is to be a leading brewer in each of the markets in which it operates and to have the worlds most valuable brand
portfolio.
41
PART FOUR
The Heineken Group operates 140 breweries in more than 70 countries and sold 165.7 million hectoliters of beer
on a 2009 pro-forma basis. Heineken is Europes largest brewer and the worlds third largest by volume. Heineken
is committed to the responsible marketing and consumption of its more than 200 international premium, regional,
local and specialty beers and ciders. These include Amstel, Birra Moretti, Cruzcampo, Dos Equis, Fosters, Kingfisher,
Newcastle Brown Ale, Ochota, Primus, Sagres, Sol, Star, Strongbow, Tecate, Tiger and Zywiec. On a 2009 pro-forma
basis, including FEMSA Cerveza, revenue totaled EUR 16.9 billion and EBIT (beia) was EUR 2.3 billion. The average
number of people employed is more than 75,000.
The Heineken Group is the number two brewer in Africa. In Africa, the Heineken Group has a long experience and
possesses a clear understanding of markets and consumers with strong brands leading to continuous strong performances. It operates in the following countries: Egypt, Tunisia, Algeria, Sierra Leone, Nigeria, Ghana, Rwanda, Burundi,
DR Congo, Congo Brazzaville, Namibia, South Africa, Morocco, Cameron and Ile de la Reunion. In Central Africa, it has
secured a long-term partnership with The Coca Cola Company, especially in Rwanda, Burundi, DRC, Congo Brazzaville
and Reunion. In most of the markets in Africa, Heineken operating companies are leading the market and are the
number one brewer in their respective countries of operation.
Owing to its 75% stake in BRALIRWA, the Heineken Groups experience and expertise as a multinational and the local
beer producer, gives the Company a significant competitive edge.
Heineken N.V. and Heineken Holding N.V. shares are listed on the Amsterdam stock exchange. Prices for the ordinary
shares may be accessed on Bloomberg under the symbols HEIA NA and HEIO NA and on the Reuter Equities 2000
Service under HEIN.AS and HEIO.AS.
Most recent information is available on Heinekens home page: http://www.heinekeninternational.com.
The Companys Objectives
The principal objects of BRALIRWA as set out in its Articles of Association are:
To carry on the business of beverages and all or any of the businesses of malt factors, corn merchants, hop merchants, rice merchants, sorghum merchants, manufacturers and importers of and dealers in beer and sparkling
beverages of all kinds, malt drinks, aerated waters and other drinks, distillers, coopers, bottlers, bottle makers,
bottle stopper and seal makers, licensed victuallers, hotel, restaurant, caf, liquor shop or refreshment room keepers or proprietors, ice manufacturers and merchants, yeast dealers;
To carry on the business of farming and growing of barley, rice, sorghum, hop, maize and other variety of produce;
to engage in all or any agricultural and agro-allied activities including the processing of agricultural produce and
product research into sorghum, corn, rice, barley and other tropical or temperate cereals with a view to manufacturing alcoholic, semi-alcoholic and non-alcoholic drinks; and
To carry on any other business which may seem to the Directors capable of being conveniently carried on or calculated directly or indirectly to enhance the value of or render profitable any of the Companys businesses, property
or rights.
42
2010 Prospectus
The Companys brewery in Gisenyi, produces a wide range of local beer brands including Primus, Mtzig, Amstel,
Guinness (produced under license from Diageo) and Turbo King, while imported products include Heineken beer.
The sparkling beverages plant produces Vitalo Eau Gazeuse, a BRALIRWA brand, and a wide range of The Coca-Cola
Company products, including Coca-Cola, Fanta, Sprite and Krest Tonic. BRALIRWA also imports sparkling beverage
products such as Coke Zero and 50 cl PET bottles with Coca-Cola, Fanta Orange and Sprite. BRALIRWA has maintained a long and strategic partnership with The Coca-Cola Company, being the sole holder of its production license
in Rwanda since 1974. Over the years, this partnership has allowed the Company to extend the range of products
within its portfolio.
The production and sale of beer and sparkling beverages represent the Companys main source of income and cash
flow.
The Company relies on its strong distribution network to bring its products closer to consumers. The distribution
network covers the entire country and distribution is achieved via third-party transporters, BRALIRWA-owned distribution centers (depots) and professional distributors, which normally have a main warehouse, sub-warehouses and
a fleet of small trucks. The Company depots are strategically located and serve the different distributors to ensure
product availability in the entire distribution channel and final point of sale. The depots are located in the following
districts:
Mukeri;
Nyagatare;
Musanze;
Nyabibaha;
Ngoma; and
Karubanda.
In pursuit of its commitment to quality, lower production cost, greater safety and lower environmental impact,
BRALIRWA is constantly working to improve all technical processes involved in brewing, packaging and supply chain
management. It also aims at ensuring that it has an optimized portfolio of products to meet the developing market
demand, pro-actively anticipating the growing varied needs of its customers.
In 2010, the Companys production volumes will reach a record level of at least 1.3 million hectoliters of beer and
sparkling beverages.
The graph below gives the volumes of beer and sparkling beverages sold from 1999 to 2009 and 2010E
Graph 4b:
43
The Company attaches great importance to having a policy on responsible alcohol consumption and good social and
environmental policies. This is reflected in its marketing campaigns around the country.
BRALIRWAs contribution to the Rwandan society, in both the economic environment and through corporate social
responsibility, is significant. BRALIRWA has received awards for its valuable contribution to the domestic revenue of
the country. For many years BRALIRWA has been the largest tax payer, contributing approximately 12% to Rwandas
domestic tax revenue.
Operations
BRALIRWAs primary activities are the production, distribution and sale of beer and sparkling beverage drinks. The
Company has two production sites, a brewery and sparkling beverages plant located in Gisenyi (Northern Province)
on the shores of Lake Kivu and the main sparkling beverages plant located in Kicukiro, Kigali, where the Companys
registered office is situated. The Companys key focus is driving the growth of its brands and improving financial performance by ensuring that all its operations and partnerships derive value for its Share holders and other stakeholders. The Company is also focused on enabling its employees to use their potential and building a true performance
based culture.
The Company ensures that its plants comply with national and international best practice and with The Coca-Cola
Company and the Heineken Groups policies regarding quality, safety and environment.
The Gisenyi Brewery
The brewery in Gisenyi which was commissioned in 1959 primarily produces BRALIRWAs beer brands. However, it
also produces sparkling beverages whenever the need arises to complement the volumes produced by the sparkling
beverages plant in Kigali. The main elements of the brewery are: brew house, fermentation & lagering tanks, 2 bottling lines and a keg line.
Investments are made on a continuous basis to update the equipment, to improve quality and to extend capacity.
In 2008, over RwF 3.5 billion was invested in the Gisenyi brewery to increase capacity and to further improve quality. The current production capacity of this brewery is 1,100,000 hectoliters per year. Over 130 million bottles are
produced annually under high quality controls. Beer volumes have increased over the past ten years from 440,000
hls in 2000 to 925,000 hls expected in 2010 (CAGR of 7.0%). In 2011 the capacity will be further enlarged by adding
additional fermentation tanks and a capacity extension of the brew house.
Sparkling beverages
The Companys sparkling beverages plant is located in Kicukiro. The construction of the plant began in 1972, and was
completed in 1974 with an initial capacity of 300,000 hectoliters annually. Over the years the plant facilities have
been upgraded.
Waste Water Treatment Plant (WWTP)
BRALIRWA is committed to invest in the growth and development of sustainable communities and ecosystems. It has
invested in a Waste Water Treatment Plant located adjacent to the sparkling beverages plant. The plant opened in
2009. The objective of the WWTP is to treat waste water coming from the Kigali sparkling beverages plant and bring
it to a level that can support aquatic life and agriculture. The WWTP has a capacity of 210 cubic meters per day. The
sludge from treated water used during the manufacturing processes is turned into fertilizer. The Company plans to
invest in a new state of the art WWTP in Gisenyi.
Procedures and Standards
Procedures and standards governing the day to day business are in place to ensure efficiency optimization and robust
internal system. BRALIRWA is certified HACCP and ISO 22000 and ISO 9001.
Total Productive Management (TPM)
Quality management is an important facet of BRALIRWAs operations. The Companys operations are run using various proprietary computer and information management systems that are primarily licensed to the Company through
arrangements with the Heineken Group. One of the key management efficiency and quality programs used by the
Company is the Total Productive Management (TPM) Program.
44
2010 Prospectus
The TPM is a program that is aimed at translating the production process into higher productivity, a better product
and fewer losses of raw materials, water and energy. The Program enables the Company to constantly measure and
monitor the progress of its Key Performance Indicators (KPI). Over the past 10 years, BRALIRWAs Key Performance
Indicators (KPI) have shown a remarkable improvement, supported by the TPM program.
Products
BRALIRWA is engaged in the production, distribution and sale of a wide range of beer brands and sparkling beverages
brands. Its products are designed to match the varied consumer tastes and preferences in the market.
Beer
The Companys beer brands include:
Primus Primus is Rwandas biggest beer brand and is positioned as the national beer of Rwanda. It was the first
beer produced when the Gisenyi Brewery commenced its operations back in 1959 and can be seen as the heart of
the Rwandan beer market. It has strong sponsorships in national football and music. Primus is a regional brand of
the Heineken Group that is also produced in Burundi, Democratic Republic of Congo (DRC), and Congo-Brazzaville.
Primus is bottled in 72cl -, and since 2007 also 33cl bottles;
Mtzig Mtzig was introduced in 1987 as a local premium beer, positioned as La Prestigieuse above Primus.
Mtzig has a strong position on the Rwandan market and comes second in volume after Primus in the beer market.
The name Mtzig is of French Origin (Alsace Province near the border with Germany). Mtzig is available in 65cl
and 33cl bottles. Mtzig draught beer was also recently introduced to the market targeting a specific sector of the
market;
Amstel Amstel beer is one of the international beer brands of the Heineken Group. It is produced in 33cl bottles
and positioned as an international premium beer brand;
Heineken Heineken beer is the flagship beer brand of the Heineken Group. It is positioned as the top international premium beer brand. Heineken beer is imported in 33cl bottles;
Guinness - Guinness beer is produced under license of Diageo in 33cl bottles; and
Turbo King a recently introduced dark beer bottled in 72cl bottles. As a regional brand it is also produced and sold
in Nigeria, DRC and Congo Brazzaville.
With the exception of imported Heineken beer, all the other beers are locally produced by the Company.
Sparkling beverages
BRALIRWA is the sole bottler of The Coca-Cola Company sparkling beverages in Rwanda. Its sparkling beverages
brands include:
Coca-Cola The flagship brand of The Coca-Cola Company and the highest selling sparkling beverage in Rwanda;
Most of the marketing and sponsoring activities are done under the Coca-Cola brand;
Coke Zero a sugar-free Coca-Cola drink, that is imported in 33cl cans;
Fanta Orange the second best selling Fanta brand after Fanta Lemon 14;
Fanta Lemon this is the most popular Fanta brand flavor;
Fanta Fiesta a recently introduced Fanta brand (2010), with a fruity blackcurrant flavor;
Sprite a clear lemon/lime based sparkling beverage;
Krest Tonic The Coca-Cola Company brand of Tonic Water; and
Vitalo Eau Gazeuse a local brand of carbonated water.
Unless otherwise mentioned all sparkling beverages are produced and sold in 30cl returnable bottles.
Like the other brewers and bottlers in the region, BRALIRWA uses a returnable packaging system for both beer and
sparkling beverages. A deposit value is paid by BRALIRWA clients for empty crates and bottles as well as kegs. Recently BRALIRWA introduced 50 cl PET bottles with Coca-Cola, Fanta Orange and Sprite, imported from The Coca-Cola
Company in Uganda, with the objective to explore the opportunities of this new pack type segment.
14 Source: BRALIRWA
Company Research
45
The Kigali region is the biggest sales region follow by the North West and Southern region. The volume exported,
mainly into the North-Kivu (Goma) region in the DRC and South-Uganda represents around 5% of total BRALIRWA
sales volume.
Active distributor management is of high priority at BRALIRWA as the distributors are the key partners in the routeto-market. BRALIRWA not only supports in the day-to-day business, analyzing data, routings and costs, but also supports on the longer term, further increasing the professionalism and way of working of the distributors. They also
assist their distributors in obtaining asset financing for the purchase of small trucks for transport and distribution of
the Companys products. A bonus scheme stimulates the distributor to continued improvements and rewards good
performance. Furthermore, BRALIRWA ensures that all its distributors meet its specific standards and service levels
regarding the distribution of its products and overall running of their enterprises, as well as respect for the environment. The Companys sales representatives audit and support the distributors and outlets on a regular basis to maximize the performance of BRALIRWAs products in the market.
Transportation of beer and sparkling beverages to the distributors from the depots and plants is currently undertaken
by third parties.
46
2010 Prospectus
The Rwandan beverage market comprises of industrial beers, local brews, sparkling beverages, bottled water and
bottled juices. The total industrial beverage market is estimated at approximately 1.5 million hectoliters 15. Nonindustrial Categories such as the volume of local brews produced and consumed can only be roughly estimated
given the informal nature of the production process.
The consumption of local brews, but also local industrial beer is deeply rooted in the Rwandese culture, and is
consumed at all levels of the social strata. The consumption of local brews, being the most affordable drinks on offer, are comparable in size to industrial beers , but are increasingly de-stimulated by the Government. There could
therefore be significant upside in the industrial beer segment as the economy expands and traditional beer consumers enter the industrial beer segment. As in many other markets, also in Rwanda a strong loyalty towards the
longstanding locally brewed industrial beers is noted.
BRALIRWAs Beer Market
For most of its 50 years presence in Rwanda, BRALIRWA has been the sole brewer and sparkling beverages manufacturer in the country. With the recent start of the local brewery Brasserie des Mille Collines (BMC) and the launch
of its Skol beer brand, BRALIRWAs market share in the beer segment is estimated at around a strong 94% The
Companys most popular brands, Primus and Mtzig beer have a combined share of 88% of the Rwandan beer market and are therefore clearly the two leading beer brands. The remaining share consists of BRALIRWAs other beer
brands such as Guinness, Heineken, Amstel and Turbo King.
BRALIRWAs Sparkling Beverages Market
The Company estimates its market share in the Rwandan sparkling beverages industry to be approximately 99%.
Coca-Cola is the biggest brand within sparkling beverages, but Fanta as a brand has a remarkable strong position
with its 3 different flavors.
Competition
The Rwandan beverages market faces competition mainly from products imported from the EAC. Since the implementation of the common market in the EAC region, competition in the Rwandan beverages market is increasing as
new competitors join the market. In February 2010, a local new competitor, Brasserie des Mille Collines, launched
its operations in Rwanda with the production of Skol beer.
The market share of imported beers from Uganda and Kenya is about 2.5%. The imported beers include products
from East African Breweries Limited in both Uganda (Bell Lager) and Kenya (Tusker), and from Nile Breweries Limited
in Uganda (Club & Nile Special).
The increased competition on the Rwandan beverage market has been well anticipated by the Company and BRALIRWA successfully maintains its leading position in the market.
Companys Competitive Strengths
Despite the entry of a new player and the increased competitive threat from brewers in the region, BRALIRWA envisages that it will be able to retain its market share due to the following factors:
15 Source:
It has brand loyalty & strong brand recognition in the Rwandan market. Rwandans have traditionally been loyal to
the Companys products. BRALIRWA has a solid brand portfolio, consisting of strong and preferred brands. Primus
is regarded by them as the national brand, Mtzig the national premium brand and Heineken and Amstel the
international premium brands. Being the only brewer in Rwanda for the last 50 years, the Company generated
strong loyalty and support from its various consumers. Further, the Company enjoys strong brand recognition in
the Rwandan market and continues to enforce the different brand equities with active brand management;
Established presence in the market. The Company has established its presence in the market with a reliable
and nationwide distribution network that assures the constant availability at the recommended selling price (i.e
urban & rural areas);
Structural cost of exporting beer to Rwanda from Kenya or Uganda. The freight, fuel and insurance costs make
imports uncompetitive relative to BRALIRWAs products;
Barriers to import . The relative high costs of transportation in combination with the returnable packaging system, still impose a barrier to drinks being imported from outside Rwanda, compared to BRALIRWAs portfolio;
BRALIRWA Management
47
The Companys ability to anticipate and react to customer needs and product offerings. The Company is constantly
monitoring consumers needs with regular research and tracking taking place. This clear consumer - and market
focus enables BRALIRWA to launch new products and pack types based on market demand;
The Company has a wide and efficient distribution network spread across the country;
BRALIRWA is monitoring the opportunities to export its products to the East African region. The start of the EAC
further provides the Company with new opportunities;
Efficiency. The Company operates one of the most efficient bottling lines in Africa licensed by The Coca-Cola Company; and
People. BRALIRWA is committed to maintaining a dedicated workforce with a strong work ethic. It has achieved this
through an ongoing programme aimed at continually developing the Companys human resource capacity, utilizing
Heineken Group and The Coca-Cola Company training programmes that focus on quality, improved working methods, engineering, and brewing, amongst others. The various training programmes are undertaken locally, regionally
and internationally, mainly in the DRC, and Europe.
Customers / Suppliers
Due to the strong and wide spread distribution network that BRALIRWA has put in place (which includes BRALIRWAowned distribution centers (depots), distributor-owned distribution centers (or warehouses), distributor-owned or
independent sub-distribution centers and independent stock points), no customer or supplier currently exceeds more
than 10% of the turnover of BRALIRWA.
Suppliers
The suppliers of BRALIRWA are those that supply the input materials used in the production process and deliver services to the Company. The Company uses water, barley malt, hops, yeast, maize, and sugar as raw materials in the
production process. The Companys input materials are sourced from different sources and the Company has maintained its relationships with its main suppliers for a period of over 2 (two) years.
The table below shows the primary raw materials and packaging materials used in the production process and the
place of origin.
Table 4c: Raw materials and packaging materials used in the production process
RAW MATERIALS
SUPPLIER SOURCE
Malt
Europe
Hops
Europe / Asia
Maize
Rwanda
Sugar
Zambia
Carbon dioxide
Internally produced
Water
Electogaz Rwanda
Crowns
Kenya / Egypt
Labels
Kenya
48
2010 Prospectus
The procurement of input materials sourced from Europe, Asia and Africa and is managed by BRALIRWA with the
support of Heinekens central purchasing system.
Packaging materials, especially returnable bottles for both beer and sparkling beverages are imported from two (2)
sources i.e., Central Glass Industries Limited in Kenya, a company owned by BRALIRWAs Sub-Regional competitors,
East African Breweries Limited (EABL); and from KIOO in Tanzania. Plastic crates are being sourced locally by Rwanda
Plastics S.A.
Maize grits are sourced from MINIMEX, a local maize milling company. The maize processed by MINIMEX is from local
farmers, as well as from Tanzania and Uganda as the local supply capacity is not yet sufficient in terms of quality and
quantity to meet the demand.
Fuels like heavy fuel for the boilers used in the production processes in both Gisenyi and Kigali, and diesel for the
transport trucks, is imported by ocean/sea through the Port of Mombasa in Kenya, and thereafter transported by rail,
road through Kenya and Uganda, to Rwanda. Due to supply complexities (long lead time), the Company has to ensure
that it has adequate supplies to sustain its activities.
Supply chain management is an important aspect in BRALIRWAs operations. Given that Rwanda is landlocked and a
large percentage of the Companys input materials are sourced outside the country, the Company needs to maintain
an efficient supply chain to ensure that production continues uninterrupted. The Company uses the port of Mombasa, Kenya to clear its imports and then transports the materials via the northern corridor through Uganda. On
average it takes 3 4 weeks to ship materials from Mombasa to Kigali, a distance of 1,090 kilometers. BRALIRWA uses
SDV Transami to clear and transport goods from Mombasa to Rwanda.
Board and Corporate Governance
Board of Directors
The Board is responsible for managing, directing and supervising the business and affairs of the Company. The Board
has the power to appoint a Managing Director or General Manager who is charged with the management of the day
to day operations of the Company. Where a Managing Director is appointed he is required to sit on the Board, a General Manager is not entitled to sit on the Board.
Composition
As at the date of this Prospectus, the Board comprises of nine (9) Members all of whom, are non executive Directors.
Six (6) of the Board members represent the Heineken Group and three (3) represent the Government of Rwanda. The
Board is headed by a Chairman, and in his absence, by the Vice Chairman.
The Directors are not dependent on the Company for their incomes other than for their Directors fees and allowances. They are independent and not involved in any business relationships with the Company that could hinder or
encumber their independent judgment.
Change in Board Composition
After the Listing of the Companys Shares on the Rwanda Stock Exchange, the Board composition will be amended, in
accordance with Article 36 & 90 of the Companys Articles, to comprise of a maximum of five directors with at least
one of the Directors resident in Rwanda. Further, all the current Directors will resign, or shall be deemed to have
resigned and may be reappointed by an ordinary resolution provided that the number does not exceed the maximum
number of five Directors.
Board Meetings
Board meetings are convened by the Chairman of the Board or in his absence, by the Vice Chairman or upon the request of two Board members made to the Chairman or Vice Chairman. The Board meets at such other times it deems
necessary.
For further information on directors, refer to Part Five of this document.
49
Internal Controls
The Company is divided into different departments i.e. finance, commerce, production, logistics and human resource
departments. Each department is further divided into divisions / sections operating under them and therefore, has
in place different methods of internal controls that are aimed at ensuring that business targets are met and that the
operations of the Company run smoothly and uninterrupted.
Continuous appraisals of the different sections and individual employees and their performance are undertaken
either on a monthly, quarterly, semi-annual and annual basis depending on the section and employees categories.
The Companys social, economic and environmental responsibility activities include the following:
Contributing to the local economy
Through payment of taxes and provision of employment, BRALIRWA contributes significantly to the local economy,
being the largest tax payer in Rwanda comprising approximately 12% of its domestic tax revenues.
The Company also engages in projects that contribute directly to the local economy. An example is the project undertaken by BRAMIN to grow maize locally, hence reducing the need for imported maize. In 2008, with BRALIRWAs
decision to start using maize grit as an ingredient in Primus, it began sourcing maize locally from a Rwandan company, Minimex. At the time, Minimex was unable to supply BRALIRWA with sufficient quantities of high quality locally
grown maize, and therefore had to supplement its supply with imported maize from neighbouring EAC states.
In order to secure the supply of high quality maize in sufficient quantities, BRALIRWA and Minimex established a
joint venture company, BRAMIN, which undertook a project to grow maize locally. BRALIRWA contributed 250 ha
to the joint venture company. The maize growing project was supported by the State of The Netherlands, which
funded EUR 495,000 out of the total project budget of EUR 825,000. The project also served to stimulate high yield
maize growing in Rwanda to decrease imports and support agricultural development in the country.
Health Support
The Company has its own clinics that are located at the brewery in Gisenyi and the sparkling beverages plant in Kigali.
All employees and family members are treated free of charge. Patients are referred to hospitals in Rwanda or abroad
when needed.
It also has in place a comprehensive HIV/AIDS program that includes health care for its employees and family members. The program offers HIV/ AIDS services including guaranteed ARV therapy for employees, quality voluntary
counseling on sexual health and relationships, testing (VCT) and onsite medical personnel addressing the psychosocial needs of HIV positive patients.
The Company has undertaken a euro 600,000 malaria mosquito net project that is supported by the Heineken Africa
Fund. The project is aimed at participating in the countrys effort of curbing malaria prevalence in Rwanda and creating production capacity and capabilities to produce mosquito bed nets in Rwanda.
Charity work
50
2010 Prospectus
Charity is also a crucial component of the Companys CSR program. BRALIRWA is involved in a number of charity
projects and some of these include:
51
52
Landlocked nature of Rwanda, which increases the cost of importing input materials;
High cost of energy, which currently stands at 22 US cents per kilowatt hour, which increase production costs for
beer and sparkling beverages; and
Entry of competition into the market place.
2010 Prospectus
PART FIVE
SHAREHOLDERS, DIRECTORS,
KEY MANAGEMENT & EMPLOYEES
53
NUMBER
OF SHARES
% OF ISSUED SHARES
% OF
VOTING RIGHTS
205,740,000
40
40
179,975,000
35
35
128,570,000
25
25
BRALIRWA is owned by the three shareholders listed above. Two of these shareholders Heineken International B.V.
and Beleggingsmaatschappij Limba B.V. are wholly owned subsidiaries of Heineken N.V..
Heineken N.V. is a public limited liability company incorporated under the Laws of Netherlands and is domiciled in
the Netherlands.
The State of Rwanda has entered into an agreement to sell to Heineken International B.V. 5% of the Shares.
Shareholding structure of Heineken N.V.
50.05% of Heineken N.V. is owned by Heineken Holdings N.V., 41.139% is publicly held and 8.856% is held by FEMSA. S.A. de C.V.
Heineken Holdings N.V. is in turn owned 35.06% by the public, 50.005% by Larche Green N.V. and 14.94% by FEMSA
S.A. de C.V.
Larche Green N.V. is owned 88.42% by the family of Alfred Henry Heineken and 11.58% by the Hoyer family.
FEMSA, S.A. de C.V. is a public company listed in Mexico on the Bolsa Mexicana de Valores and is also listed on the
New York Stock Exchange. It is the biggest beverage company in Latin America. It acquired its equity stake in the
Heineken Group by transferring its entire beer business to the Heineken Group.
No other person has a direct, or indirect, beneficial ownership in the Company of 5% or more.
Directors of Heineken N.V.
The Heineken Group has a management structure whereby its executive board and a supervisory board are responsible for the overall management of the Heineken Group of Companies. Management responsibility is however
centralized at the Companys executive level.
PART FIVE
The table below shows the composition of the executive and supervisory board of Heineken N.V.
54
2010 Prospectus
AGE
RESPONSIBILITY
Executive board
Jean-Francois VAN BOXMEER (Belgian)
49
Chairman / CEO
55
Member / CFO
68
62
66
Investment Banker
68
Company Director
65
Banker
49
Company Director
51
Company Director
52
Company Director
51
Supervisory board
Advocate
Chart 5a: Diagramatic presentation of the Shareholding structure of BRALIRWA and its shareholders
Chart5c:
PART FIVE
HeinekenN.V.AnnualReport(2009)
55
AGE
POSITION / SHAREHOLDERS
REPRESENTATIVE
54
Chairman
MA (Business Engineering)
James KAMANZI
41
Vice Chairman
62
MA (Food Technology)
Lazare NZORUBARA
67
45
Pierantonio COSTA
71
BA (Agriculture)
John NYOMBAYIRE
65
BA (Economics)
George GAKUBA
38
LLM (CO)
Chantal MUBABURE
41
SENIOR MANAGEMENT
Sven-Erik PIEDERIET
37
Managing Director
Willy NGANA
48
Financial Director
Eugene TWAHIRWA
51
Company Secretary
LLB
Alexander KOCH
38
Commercial Director
LLM
Alain MAWICK
50
Technical Director
BA (Elec. Eng.)
Sonia KUBWIMANA
39
Gerard BAYINGANA
55
Logistics Director
Clestin BIGILIMANA
45
BA Economics
Note: The use of the word Director in regard to Senior Management refers to titles internal to the Company, as opposed to the statutory
definition of director of the board.
Directors Declaration
None of the Directors has been, nor is currently, the subject of a filing of a petition for bankruptcy. None of the directors has been convicted of a criminal offence, nor is any director the subject of current criminal proceedings. None
of the Directors has been ruled temporarily or permanently unfit to engage in any business practices.
Directors Interest
As at the date of this Prospectus, none of the Directors of the Company holds a direct or indirect interest in the share
capital of the Company.
56
2010 Prospectus
Directors Profiles
Jean Paul VAN HOLLEBEKE (Chairman of the Board)
Jean Paul, aged 54, joined the Board in 2008. He joined the Heineken Group in 1988 as the Managing Director of
Companie Industrielle de Boisson in DR Congo. In 1990, he became the Managing Director of BRARUDI and BRAGITA
in Burundi. He has held various positions in the Group including the position of Deputy Director Asia Pacific (19941998), Managing Director Heineken Slovensko (1999 2005), and Managing Director North Africa & Middle East
(2005 2008).
He is currently the Managing Director Middle East, North and Central Africa. He holds a Masters degree in Business
Engineering from the University of Brussels, cole de Commerce Solvay.
James KAMANZI (Vice Chairman of the Board)
James, aged 41, joined the Board in 2009. He is currently the Chief Financial Officer for Rwanda Development Board
(RDB) after holding the position for Director General Corporate Services for a period of two years. He has previously worked for Rwanda Investment & Export Promotion Agency (RIEPA), Kigali Institute of Science, Technology and
Management (KIST) and ELECTROGAZ- Rwanda.
He holds a Masters degree in Business Administration (MBA), from the University of Natal, Durban (South Africa). He
is currently studying for the final stage of the Association of Chartered Certified Accountants ACCA (UK).
Thomas DE MAN (Non-Executive Director)
Thomas, aged 62, joined the Board in 2003. He joined the Heineken group (Brouwerijen) in 1971. He was posted first
in the Dutch- based Heineken Technical Services, then he held a number of positions in various regions including
Asia Pacific Breweries Singapore, Nigerian Breweries Plc, license operations in Korea/Japan and Heineken Italy.
He returned to the Netherlands in 1986 to take up the position of Regional Technical Manager for the Asia, Australia
and the Oceania region, and was subsequently appointed Corporate Production Policy & Control Director Heineken
International.
In February 2003 he was appointed Managing Director of Heinekens operating companies, Participations and License operations in the Sub-Saharan African continent, and from October 2005 as the, Regional President Africa and
Middle East, based in Amsterdam. He is a member of Heinekens executive committee.
Thomas holds a Masters degree in food technology from Agricultural University of Wageningen, the Netherlands.
Lazare NZORUBARA (Non-Executive Director)
Lazare, aged 67, joined the Board in 1999. He is a trustee for several organizations. During the period 1998 to 2003,
he served as delegated regional director investor relations for the Heineken Group. Between 1977 and 1985 Lazare
was Burundi Ambassador in various countries including France, Spain, Germany, Sweden, Vatican, Denmark, Norway,
Austria and Finland.
Ren VAN DER GRAAF (Non-Executive Director)
Rene, aged 45, joined the Board in 2009. He is currently the General Manager BRARUDI (Burundi), a position he has
held since 1 April 2009. Prior to this he was the Commercial Director (from 1 January 2006 till 31 March 2009) monitoring and guiding of marketing and sales related initiatives for all markets in seven markets in Asia Pacific region
(New Caledonia, Australia, Japan, South Korea, Taiwan, Hong Kong, Exports Asia Pacific), combined.
He holds a Bachelors degree from Amsterdam School for Business Administration and Economics, Amsterdam.
Pierantonio COSTA (Non-Executive Director)
Pierantonio, aged 71, joined the Board in 1993. He has been a businessman since 1955 with operations in various
sectors of the economy in Rwanda and Burundi. He is a director of many companies in Rwanda including, SORAS and
SORWATHE. He is the former Italian consul in Rwanda.
He is a graduate from the agricultural school of Verona in Italy.
57
Management
The overall management of the business of the Company is vested in the Board of Directors. However, the responsibility for the day to day management of the organization lies with the Managing Director. He is assisted by the
finance director, commercial director, technical director, human resource director and the logistics director, all of
whom report to him with the exception of the internal audit manager who reports to the Board.
Below is the management structure of the Company.
Graph5e:
58
2010 Prospectus
Profiles of Management
Sven-Erik PIEDERIET (Managing Director)
Sven, aged 37, joined BRALIRWA in August 2007 as the Finance Director. He served in that position until January
2009 when he was promoted to Managing Director. Prior to joining BRALIRWA, he worked at Al Ahram Beverages
Egypt (Heineken Egypt) in the position of Corporate Finance Manager and Associate Director of Costing and Financial
Analysis. Prior to this, he was Finance Director at Cervecerias Baru (Heineken Panama) in Panama, Business Analyst
at Heineken Head Office in Amsterdam and Senior Financial Controller at the Heineken Netherlands sparkling beverages company Vrumona.
He holds Post Graduate Degrees (Certified Management Accountant & Certified in Financial management) from the
Institute of Certified Management Accountants (USA), a Masters degree in Finance and Economics from Vrije Universiteit Amsterdam and a Bachelor degree in Business Administration from Nijenrode University, The Netherlands
Business School.
Willy NGANA (Finance Director)
Willy, aged 48, joined BRALIRWA in March 2009. He started his career as an external auditor at PricewaterhouseCoopers in Kinshasa, DR Congo. After his external audit experiences at PWC, he was the audit manager of BRALIMA, DRC.
Prior to the current position, he was based in the Netherlands at Heineken Head Office as Regional Business Controller Manager for the Heineken Western Europe Region (2007-2009) responsible for France, Italy, Spain, Ireland, Duty
Free and Export Businesses and Regional Audit Manager for Heineken Global Internal Audit, responsible for Africa
and the Middle East Region (August 2002-May 2007). He coordinated the functioning of internal audit function of
the Heineken operating companies located in Egypt, Lebanon, Emirates Dubai, Nigeria, South Africa, Namibia, Sierra
Leone, Democratic Republic of Congo, Congo Brazzaville, Rwanda, Burundi, Reunion, New Caledonia, Martinique and
Guadeloupe.
He holds a Bachelors degree in Economics (Finance and Accountancy) from the Institute Superieur de Commerce of
DR Congo.
Alexander KOCH (Commercial Director)
Alexander, aged 38, joined BRALIRWA in November 2007. Prior to the current position, he was based in the Netherlands at Heineken Head Office as Regional Marketing Manager for the Heineken Western Europe Region. He started
his career at Heineken in November 1997 and he held several commercial postions (marketing, trade marketing,
sales) in Heinekens Dutch operating company. He holds a Masters Degree in Law from the University of Leiden.
Alain MAWICK (Technical Director)
Alain , aged 50, joined BRALIRWA in September 2007 as a Technical Manager. He served in the position of Technical
Manager for two years after which he was promoted to become the Technical Director. Prior to joining BRALIRWA,
he worked at BRALIMA in the DR Congo for 23 years in various capacities in supply chain management. He holds a
Bachelors degree in Electrical Engineering from Institute Superieur des Techniques Appliques in the DR Congo.
Grard BAYINGANA (Logistics Director)
Gerard , aged 56, joined BRALIRWA in January 1995 as a Planning and Control Manager. He served in the position of
Planning and Control Manager for six years after which he took over oversight of the logistics docket. Prior to joining
BRALIRWA, he worked at Electrogaz as director of Finance and Administration. He holds various executive positions
in the DR Congo at Siemens, Africar and FIDE.
He holds a Masters Degree in Finance and Economics from Maastricht School of Management.
Sonia KUBWIMANA (Human Resource Director)
Sonia, aged 40, joined BRALIRWA in January 1995 as a Treasury Manager. She served in this position for eight years after which, she moved to the Training and Development position within the HR department. Sonias human resources
experience spans performance management, job evaluation and classification, recruitment, employee training and
career development, motivation and feedback models.
She holds a Bachelors Degree in Economics and Administrative Sciences from the University of Burundi and is currently pursuing a Masters Degree in Business Administration from Maastricht School of Management.
59
Upon attaining retirement age of 55 years, an employee receives the accumulated savings with accrued interest
thereon at a rate of 6% p.a.;
b. in case of death:
accumulated savings with accrued interest thereon at 6% p.a.;
RwF 300,000 (EUR 400) to cater for funeral expenses is paid to the beneficiaries of the deceased Employee;
payment of a lump sum equal to the deceased Employees annual salary is also paid to the beneficiaries;
c. total/permanent disability as consequence of accident:
Accumulated savings with accrued interest thereon at 6% p.a. Payment of a lump sum equal to the Employees
annual salary;
d. in addition to the above schemes, at retirement, the Company pays a lump sum of one months basic salary for every
period of five years service to the Company.
4.
5.
60
The Company has arranged mortgage facilities for the Employees and subsidizes part of the interest payment under the
mortgage. The Company provides its expatriate staff with accommodation and also covers related expenses.
Medical treatment is provided to the staff free of charge. The Company has a medical department and dispensaries staffed
with doctors, nurses and other necessary staff for the employees and their families. The dispensaries provide both medical
consultations as well as medicines. At the discretion of the medical staff and management, staff can be treated outside the
dispensaries at the Companys cost.
2010 Prospectus
8.
61
PART SIX
62
2010 Prospectus
AMOUNT (RwF)
385,713,750
385,713,750
Stock Split
On 11 November 2010, an EGM of the shareholders of BRALIRWA was held and the shareholders resolved that the
Companys 102,857 authorised and issued Shares each with a nominal value of RwF 3,750, be split by a ratio of
5000:1, thereby increasing the authorised and issued shares to 514,285,000 Shares, each with a nominal value of
RwF 0.75. The share capital structure of the Company as at the date of this Prospectus is as follows:
Table 6b: Share Capital after the Stock Split
DESCRIPTION
NUMBER OF
SHARES
385,713,750
385,713,750
Shareholding Structure
As at the date of this Prospectus, the Companys Shareholding Structure is as follows:
Table 6c: Current Shareholding Structure
SHAREHOLDER
PERCENTAGE OF
ISSUED CAPITAL
40%
35%
25%
Total
PART SIX
63
PROPERTY
DESCRIPTION
LEGAL
OWNER
Brewery at Gisenyi
BRALIRWA SARL
Freehold
BRALIRWA SARL
Freehold
Property adjacent to
BRALIRWA SARL
the sparkling beverages plant housing a
waste water treatment
plant.
freehold
64
TENURE
MATERIAL COMMENT
(IF ANY)
Original title documents lost
in 1994. Company will petition
the court to get an order
to allow issue of duplicate
certificate
2010 Prospectus
Under this agreement Heineken Technical Services (HTS) has an on-going obligation to
provide technical assistance to the Company to ensure that its overall operations including
its plant and machinery run optimally, costs of operation are kept low, product produced is
of a consistent and acceptable quality and generally provide trouble shooting services.HTS is
obliged to visit the Company and inspect its plant and machinery and review operations, take
periodic samples and advice on ways to enhance efficiencies.
Date
01 January 1980
Parties
01 January 2003
Parties
A license agreement for use of Qualass a system used in the brewery for quality control.
Date
01 January 2003
Parties
i.
Amstel beer trade mark, Proprietor Amstel Brouwerijen B.V. Company has a brand licensing agreement dated 18 November 1988 .
ii. Mtzig beer trade mark. Proprietor Mtzig International. Company has brand licensing
agreement dated 07 January 1987.
iii. Turbo King beer trade mark. Proprietor Premium Beverages International. Company
has a trade mark licensing agreement dated 08 January 2009.
iv. Guinness beer trademark Proprietor Guinness Overseas Limited. Company has a trade
mark licensing agreement dated 18 November 1988. This is not a related party transaction.
v. Guinness beer trademark Proprietor Arthur Guinness & Sons Company has a trade
mark licensing agreement dated 23 December 2009. This is not a related party transaction.
65
i.
ii.
Heineken lager is imported and sold pursuant to a distribution agreement with Heineken
Brouwerijen dated 23 June 1992.
The Products of The Coca-Cola Company: The Company manufactures bottles and distributes
Fanta, Sprite and Krest being sparkling beverage brands. This arrangement has been undertaken under a Bottlers Agreement dated 01 January 2002 with The Coca-Cola Company. The
Bottlers Agreement contained clauses that authorised the Company to utilise the trademarks
of The Coca-Cola Company. The said agreement has expired and the Company and The CocaCola Company are currently negotiating the terms of a new contract. This is not a related party
transaction.
66
No share of the Company is under option or agreed conditionally or unconditionally to be put under option;
No options to purchase any securities of the Company have been granted to or exercised by a Director of the Company
within the year preceding the date of this Prospectus;
As at the date of this Prospectus, no payment has been made to any Director of BRALIRWA in the two years preceding
the date of this Prospectus to induce him or qualify him to become a Director or is intended to be paid or given to any
promoter;
None of the Directors of BALIRWA had or have any direct or indirect beneficial interest in the promotion of BRALIRWA, nor
in any property acquired by BRALIRWA during the two years preceding the date of this Prospectus;
There are no material service agreements between the Company or any of its Directors and Employees other than in the
ordinary course of business;
There are no long term service agreements between the Company or any of its Directors and Employees other than in the
ordinary course of business; and
No Director of the Company has had any interest, direct or indirect, in any property purchased or proposed to be purchased
by the Company in the five years prior to the date of this Prospectus.
2010 Prospectus
None of the Directors or key Employees is under any bankruptcy or insolvency proceedings in any courts of law;
None of the Directors or key Employees has been convicted in any criminal proceeding; and,
None of the Directors or key Employees is the subject of any order, judgment or ruling of any court of competent jurisdiction
or regulatory body relating to fraud or dishonesty.
3.
4.
5.
6.
The original written consents of the Transaction Advisors, the Sponsoring Brokers, the Receiving Bankers, the Reporting
Accountants, the Legal Advisors, and other Advisors, to act in the capacities stated and to their names being stated in this
Prospectus. None of these consents having been withdrawn prior to registration of this Prospectus;
The written consent of the Reporting Accountants to the inclusion in this Prospectus of their Accountants Report in the
form and context in which it appears, and setting out the adjustments made in arriving at the figures contained in their
report herein and giving reasons thereof, which consent likewise had not been withdrawn prior to the registration of this
Prospectus;
The written consent of the Legal Counsel/Transaction Lawyers to the inclusion in this Prospectus of their Legal Opinion in
the form and context in which it appears, which consent likewise had not been withdrawn prior to the registration of this
Prospectus;
A certified copy of the underwriting agreement in respect of certain elements of the Offer;
CMAC Approval of the Prospectus; and
Summaries of the following material contracts:
a. A Technical Assistance Agreement dated 01 January 1980 with Heineken Technical Services;
b. An Enterprise know-how transfer agreement (Contrat de savoir - faire dentreprise ) with Heineken International B.V.
dated 01 January 2003;
c. A Sub-license to use Lotus Notes Software from Heineken International dated 07 April 2000;
d. A licence agreement dated 01 January 2003 with Heineken International for use of Qualass a system used in the brewery for quality control;
e. A Sub-license from Heineken International dated 09 January 2003 to use modules of the enterprise resource planning
system SAP software modules. Hewlett-Packard International Trade Master Agreement for Heineken global workplace
services dated 17 April 2008; and
f. A memorandum setting out the particulars of the Agreement with The Coca-Cola Company under which the Company
manufactures, bottles and distributes Coca-Cola, Fanta, Sprite and Krest. The written agreement covering the arrangement above has expired and the Company is negotiating a new contract.
67
PART SEVEN
PROCEDURES FOR, AND TERMS AND CONDITIONS
OF APPLICATION AND ALLOTMENT
68
2010 Prospectus
PART SEVEN: PROCEDURES FOR, AND TERMS AND CONDITIONS OF APPLICATION AND
ALLOTMENT
Timetable
1.
2.
3.
4.
5.
6.
The Offer will open at noon on Tuesday 23 November 2010 and will close at 06: 00pm on Friday 17 December 2010.
Applications must be received by anyone of the ASA listed in Appendix XI not later than 06:00pm on Friday 17 December
2010. The BRALIRWA Board of Directors reserves the right to extend the closing date of the Offer, subject to the approval
of the CMAC and the RSE/ROTC.
Persons wishing to apply for shares in BRALIRWA must complete the appropriate Application Form accompanying this
Prospectus together with the CSD Securities Account Opening Form CSD 1R and return it to one of the ASAs.
Under the Offer, GoR is offering for sale 128,570,000 Shares, representing 25% of the current issued capital of the
Company.
Application has been made to list all the Shares on the RSE/ROTC and no application is being made to list the shares on
any other stock exchange.
Copies of this Prospectus, with the accompanying Application Forms and CSD account opening forms CSD 1R, may be
collected during normal working hours (except Sundays and public holidays) until 6:00pm between Tuesday 23 November
2010 and Friday 17 December 2010 from the Authorized Selling Agents listed in Appendix XI of this Prospectus.
Application Procedures
7.
8.
Persons wishing to apply for Offer Shares in BRALIRWA must complete the appropriate Application Form and CSD 1R form.
Such forms must be completed in accordance with the provisions contained in this Prospectus and the instructions set out
on the Application Form and physically returned to one of the ASAs listed in Appendix XI of this Prospectus.
Applications may be made only on the relevant Application Form attached to this Prospectus (whether or not printed as a
separate document). Each Application Form must be accompanied by cash, or a valid bankers draft/cheque or bank guarantee (refer to Appendix VII) drawn on a licensed operating bank in Rwanda, for the full amount payable for the shares
applied for. Payment in the prescribed form should be made in favour of:
ACCOUNT No.
9.
10.
11.
13.
14.
15.
16.
69
PART SEVEN
12.
The completed Application Form, together with the necessary cash or banker draft/cheque or bank guarantee should be
submitted to any of the ASAs by 6:00pm on Friday 17 December 2010.
The ASAs will present all payments in the prescribed forms to the Lead Receiving Banker, KCB Rwanda, for deposit on
behalf of the GoR. Due completion and delivery of an Application Form accompanied by a bankers draft/cheque will
constitute a warranty that the draft or cheque will be honoured on the first presentation. If any draft or cheque or guarantee accompanying an application is dishonoured or not paid on first presentation and the application has already been
accepted in whole or part, such acceptance may be rescinded or disqualified, and the shares comprised therein may be
transferred to another Applicant upon such terms and conditions as the Lead Transaction Advisor, and the GoR see fit. The
original Applicant shall be responsible for losses and all costs incurred.
In the event of a rejection, for any of the reasons set out in Rejections Policy below, any such Application Forms and accompanying cheques shall be returned to the ASA to which the Application Form was submitted for collection by the relevant
Applicant.
Copies of this Prospectus, with the accompanying Application Form and CSD 1R Form, may be obtained from the ASAs
referred to in Appendix XI of this Prospectus.
The minimum number of Shares that may be applied for is 100. Thereafter application for Shares must be made in whole
numbers multiples of 100 Shares.
Save in the case of negligence or wilful default on the part of the Issuer, their Advisors or any of the ASAs, neither the Issuer, nor any of the Advisors nor any of the ASAs shall be under any liability whatsoever should an Application Form, CSD
1R form, and CSD 5R pledge form not be received by the Closing Date.
Joint applications may only be made by individuals (not corporations).
Presentation of cheques for payment or receipt of funds transferred shall not amount to the acceptance of any
application.
17. All alterations on the Application Form, other than the deletion of alternatives, must be authenticated by the full signature
of the Applicant or an ASA.
18. Neither BRALIRWA nor the GoR will be directly receiving any applications or payments. No receipts will be issued by BRALIRWA or GoR for applications and/or remittances.
19. Applications sent by facsimile or by any means other than the methods stipulated in this Prospectus will not be accepted.
20. Applications once given are irrevocable and may not be withdrawn once submitted.
21. By signing an Application Form, each Applicant:
a. agrees that having had the opportunity to read this Prospectus, it shall be deemed to have had notice of all information and representations concerning the Company contained herein;
b. confirms that in making such application it is not relying on any information or representation in relation to the Company other than those contained in this Prospectus and it accordingly agrees that no person responsible solely or
jointly for this Prospectus or any part thereof shall have any liability for such other information or representation; and
c. authorises a director of the Company to sign on behalf of the Applicant any share transfer required to be signed by a
transferee in respect of any Offer Shares that shall have been allocated to the Applicant.
22. A prospective investor wishing to apply for the Offer Shares must duly complete and sign the accompanying Application
Form and return the same in its entirety accompanied by payment by way of a bankers or ASAs cheque (an Authorised
Cheque) or bank guarantee (as may be applicable), so that it is received by a Receiving Bank by the Closing Date.
23. All such Application Forms must be accompanied by either cash or a bankers or ASAs Cheques (as may be applicable) (an
Authorised Cheque) in Rwandese Francs (RwF), drawn on a commercial bank licensed by BNR, for the full amount due for
the applicable Offer Shares.
24. For Qualified Institutional Investor and International Investors applying for Offer Shares who wish to make payment after
the allotment of shares, payment must be secured by an irrevocable on demand bank guarantee, in the format required by
the GoR (see Appendix VII for the required format). The last date of payment for allotted Shares of Applicants who submit
bank guarantees shall be the second day following the announcement of the allotment results.
25. If such payment is not made, then the GoR shall call in the bank guarantee allocation of Offer Shares to Applicants shall only
be made after payment in full for the Offer Shares has been received by the GoR.
26. The ASA receiving an Authorised Cheque will issue the Applicant with a receipt in respect of the same. Receipts which are
counterfoils torn from the bottom of the Application Forms will be issued to Applicants.
27. The ASAs and the Receiving Banks are entitled to ask for sufficient identification to verify that the person(s) making the
application has authority or capacity to duly complete and sign the Application Form. The ASAs are therefore expected to
undertake all Know your Client procedures and activities on nominee accounts as required by law. The Lead Transaction
Advisors and the GoR have the right to demand and be provided with the details of the nominee accounts held by the ASAs
to ascertain the eligibility of the Applicant. In default, the GoR may at its sole discretion treat such an application as invalid.
28. Applicants are strongly advised to seek professional advice from either their stock broker or banker before securing any
form of loan to participate in this Offer for Sale.
29. All bank charges incurred in submitting an Application Form, together with requisite funds, are for the account of the Applicant.
30. The GoR reserves the right to present all cheques for payment on receipt, to reject any application not in all respects duly
completed, and to accept or reject or scale down any other application in whole or in part. Scaling down will apply only if
there is an over-subscription.
31. Companies and/or corporate investors, must state the citizenship of the beneficial shareholders and the total percentage of
shareholding attributable to citizens of each country.
32. Every Applicant is required to tick the appropriate box on the Application Form as regards his/her residency and or citizenship status, where applicable.
33. In the case of Employees & Distributors, the Application Forms together with the accompanying bankers cheque must be
delivered to the human resources department of the Company for clearance. The forms will subsequently be forwarded to
the Application Processing Agent through an ASA.
34. In accordance with the Law, all Applicants will receive allocated Offer Shares in immobilized form by way of crediting their
CSD Accounts with the allocated number of Offer Shares. All Applicants will have to open up CSD accounts when applying
for the Offer shares.
35. By signing an Application Form, an Applicant agrees to the transfer of such number of Offer Shares (not exceeding the number applied for) as shall be transferred to the Applicant upon the Terms and Conditions of this Prospectus and subject to the
Companys Articles of Association, and agrees that the Company may enter the Applicant s name in the register of members
of the Company as holder of such Offer Shares.
36. So long as the Offer Shares are listed on the RSE/ROTC no stamp, registration or similar duties or taxes will be payable in
Rwanda in connection with the transfer of the shares in accordance with current legislation. If an Applicant is tax exempt,
they will be required to provide a certified copy of the Tax Exemption Certificate.
37. No interest will be paid on monies received in respect of applications for Offer Shares, nor will interest be paid on any
amounts refunded or indeed deposited at the time of application.
38. Commission at the specified rate of 1.5% and 1.0% of the Offer price will be paid to ASAs that are members of the RSE/ROTC
and commercial banks licensed by BNR, respectively, on all allocations made to Application Forms received in respect of the
Offer which bears the stamp of the ASA or Receiving Bank (as applicable). No commission will be paid on Application Forms
which bear more than one stamp.
70
2010 Prospectus
39. In the event of a discrepancy between the number of shares applied for and the value thereof, the Lead Transaction Advisor
and the GoR may, in their discretion, adjust the number of shares to correspond with the value received for their application.
CSD Account
40. All Applicants will receive allocated Offer Shares in electronic (i.e. immobilized) form by way of crediting their CSD Accounts
with the allocated number of Offer Shares.
The Applicants will submit duly completed and signed Securities Account Opening Form CSD 1R together with a copy
of his/its identification document to the ASA. In addition, the Applicant, if an individual, will be required to submit to
the ASA two recent colour passport size photographs of himself. Where the Applicant is a corporate body, association
or other entity the passport size photographs required will be of all the signatories or directors or officers authorized
to give any instructions on the account. The photograph should at no time be more than 5 years old.
b. The ASA shall ensure full disclosure of Applicants relevant information; verify the accuracy thereof and clients
signature.
c. The ASA , if a Participant as defined by the CSD Law, will enter its CSD identification code (where the ASA is a member
of RSE/ROTC), on the form (in the space provided) and will return to the client a copy of Securities Account Opening/
Maintenance Form, duly signed. Where the ASA is a Participant, but not a member of RSE/ROTC, the ASA will enter
the identification code of the Applicants stock broker.
d. The ASA will ensure that the duly filled and signed application form is attached to the CSD 1R form accompanied by a
copy of the Applicants identification document and the photograph (see 1 above) before submitting the application
documents to the Receiving Banks.
e. The Receiving bank(s) will ensure conformity of the above before accepting any application for processing.
f. The Receiving bank will capture all the Applicants data and submit an electronic file to CDSC accompanied by the
Application Forms, CSD account opening forms and attachments as stated in i above.
g. The CDSC shall enter the data obtained from the Securities Account Opening/Maintenance Form submitted by client
into the CSD system.
h. The CSD system will generate an Applicants identification number.
i. Where the ASA is a Participant and a member of RSE/ROTC, it must ensure it retains copies of identification documents to assist it identify its clients. ASAs must also ensure the safe custody of specimen signatures and the passport
size photographs of their Applicants.
41. Applicants will receive allocated Offer Shares in electronic form by way of crediting their CSD Accounts with the allocated
number of Offer Shares, the Company will authorise the CDSC to credit the CSD Accounts of such Applicants with the applicable number of allotted Offer Shares in accordance with the instructions set out in the Application Form.
42. In the case of joint applications, the joint Applicants should have a CSD account in the name of the two Applicants.
43. On acceptance of any application, the Directors will, as soon as possible after the fulfillment of the conditions relating to
applications and completion of Application Forms, register the allocated shares in the name of the Applicant concerned.
71
Rejections Policy
50. The ASAs will present through the Receiving Banks all Authorised Cheques for payment on receipt on behalf of the GoR.
Delivery of an Application Form accompanied with payment by way of an Authorized Cheque will constitute a warranty
that the cheque will be honored on first presentation.
51. If any Authorized Cheque accompanying an application is not paid on first presentation and the application has already
been accepted in whole or part, such acceptance may at the option of the GoR be rescinded and the Offer Shares comprised therein may be transferred to another person upon such terms and conditions as the GoR deems fit. The entire
proceeds of such transfer shall be retained for the account of the GoR, as the case may be, and the original Applicant shall
be responsible for any losses and all costs incurred.
52. The GoR shall not be under any liability whatsoever should any Application Form fail to be received by a Receiving Banks
or by any Authorized Selling Agent by the 6:00pm Friday 17 December 2010. In this regard, such Application Forms and accompanying cheques or bank guarantees shall be returned to the ASA or Receiving Bank where the Application Form was
submitted, for collection by the applicable Applicants.
53. Applications can be rejected if full value has not been received. It is not sufficient to merely present a cheque for the full
amount payable.
54. Applications will also be rejected for the following reasons:
a. Missing or illegible name of primary or joint Applicant in any Application Form;
b. Missing or illegible identification number, including corporation registration number, or in the case of Rwandan residents, missing or illegible alien registration number;
c. Missing or illegible address (either postal or street address);
d. Missing residence and citizenship indicators (for primary Applicant in the case of an individual) or missing residency
for tax purposes for corporate investors;
e. Insufficient documentation is forwarded including missing tax exemption certificate copies for companies that claim
to be tax exempt;
f. In the case of nominee applications, incomplete information or lack of declaration from the agent submitting the
application;
g. Missing or inappropriately signed Application Form including (for manual application only):
Primary signature missing from Signature Box 1;
Joint signature missing from Signature Box 2 (if applicable);
Two directors or a director and company secretary have not signed in the case of a corporate application;
h. Number of Offer shares does not comply with the rules as set out in Prospectus;
i. Amount as payment for number of Offer Shares Applied for is less than the correct calculated amount;
j. Authorised cheque has unauthenticated alterations;
k. Cheque is not signed or dated or if amount in figures and words does not tally.
Allotment Policy
55. Responsibility for allotting the shares that are the subject of the Offer lies with GoR and the Lead Transaction Advisors.
56. The allotment policy will be designed according to the pools allocated between the different categories of domestic and
international investors as follows:
a. 35% Retail (Rwandan nationals and other EAC nationals, with priority to Rwandan nationals);
b. 5% Employees & Distributors;
c. 15% QII (Rwanda);
d. 15% QII (East Africa); and
e. 30% International Investors.
57. The allotment policy for the retail sub-pool will favour Rwandan Nationals who will be allocated at least 60% of the retail
tranche in the event of an oversubscription. For the other categories, a combination of a pro rata allotment policy scaling
down from the number of shares applied for will be explored in the event of an oversubscription.
58. The Lead Transaction Advisor, the GoR and the Directors of the Company reserve the right to accept or refuse any application in their sole or discretion, either in whole or in part, or to accept some applications in full and others in part, or to
abate any or all applications in such manner as they may determine. All irregular or suspected multiple applications will
be rejected.
59. The Lead Transaction Advisor will announce the Basis of Allotment Criteria approved by the GoR and the BRALIRWA
Board of Directors, to the CMAC, ROTC and the public by advertisement in the press within 30 days of the Closing Date.
72
2010 Prospectus
Refunds Policy
60. In the event of an oversubscription, all Applicants that have not been allocated in full the number of Offer Shares applied
for and the Offer Shares not allotted will be refunded by use of Receiving Bankers cheques no later than 30 working days
after allotment.
61. The refund cheques will be available at the Authorised Selling Agent (ASA) at which an Applicant submitted their Application Form.
62. Any refunds paid back to EAC nationals outside of Rwanda and Foreign Applicants, with the exception of QIIs that submit
bank guarantees, will be by telegraphic transfer in Foreign Currency, at the cost of the respective Applicant.
Foreign Investors
63. The GoR foreign investment policy does not limit or restrict any foreign investor from applying for the shares on Offer. In
addition, there are currently no foreign exchange restrictions in Rwanda. There are no restrictions on the number or percentage of shares that may be held by foreign investors in a Company listed on the ROTC. Any foreign investor who wishes
to apply for shares should obtain guidance from any of the ASAs listed in Appendix XI of this Prospectus, before completion
and lodging an Application Form.
64. Foreign investors wishing to buy the Offer Shares may be exposed to foreign exchange risk that may arise from the conversion of a foreign currency into local currency at the prevailing market rate.
65. The distribution of this Prospectus and the making of the Offer in certain jurisdictions is restricted by law. Persons into
whose possession this Prospectus may come are required by the GoR, and the Directors, the Company and the Lead Transaction Advisor to use the information herein purely for the purposes of this Offer. This Prospectus may not be used for or
in connection with any offer to, or solicitation by, anyone in any jurisdiction or in any circumstances where such offer or
solicitation is not authorized or is unlawful.
Governing Law
This Prospectus and any contract resulting from acceptance of an application to purchase shares of BRALIRWA shall
be governed by and constructed in accordance with Rwandan law and it shall be a term of each such contract that
the parties submit to the exclusive jurisdiction of the courts of Rwanda.
73
PART EIGHT
DIRECTORS REPORT
74
2010 Prospectus
56
PART EIGHT
75
APPENDIX-I
LEGAL OPINION
76
2010 Prospectus
The Permanent Secretary and Secretary to the Treasury
Ministry of Finance and Economic Planning
Kigali
RWANDA
23 November 2010
Dear Sirs,
PUBLIC OFFERING OF 128,570,000 GOVERNMENT OF RWANDA ORDINARY SHARES OF [Rwandan Francs (RwF) 0.75
EACH IN THE SHARE CAPITAL OF Brasseries et Limonaderies du Rwanda (BRALIRWA Ltd)
We, the undersigned, have been instructed to act as legal advisors to the Government of Rwanda (GoR) in relation to
the offer for sale of twenty five percent of the issued capital being 128,570000 of ordinay shares of Rwandan Francs
(RwF) 0.75 each (the Offer ) in BRALIRWA.
The legal advisory consortium consisting of the law firms of Muriu Mungai & Company of Kenya and K-Solutions
Partners of Rwanda being firms of Advocates of the High Court of Kenya and Rwanda respectively, practicing and
qualified as such to practice in Kenya and Rwanda respectively and to advice upon the Laws of Rwanda
Unless otherwise stated or the context otherwise requires, words and terms defined in the Prospectus
(the Prospectus) dated 23 November 2010 and issued in relation to the Offer bear the same meaning in this Opinion.
Documents and Records Examined
1.
2.
In providing this Opinion for the purposes of the Prospectus relating to the Offer (the Prospectus), we have examined
originals or copies of the certificate of incorporation of BRALIRWA, its Articles of Association in force as at the date of the
Prospectus ,documents evidencing title to material assets of the Company, material contracts and such other records and
documents provided by the Company as we have considered necessary and appropriate for the purposes of this Opinion.
Where applicable we have also carried out verification searches at public registries.
With respect to matters of fact, we have relied on the representations of BRALIRWA and its officers and advisors. For the
purposes of this opinion, we have assumed the following:
a.
b.
c.
d.
All written information supplied to us by BRALIRWA and by its officers and advisors is true, accurate and up to date;
The authenticity of documents submitted as originals, the conformity with the original documents of all documents
submitted as copies and the authenticity of the originals of such latter documents;
The authenticity of all signatures on all documents provided; and
All licenses, agreements and other relevant documents have been duly authorised, executed and delivered by the parties to those documents other than BRALIRWA.
Opinion
3.
77
APPENDIX I
In our opinion, based on the information made available to us by BRALIRWA and subject to
i. the foregoing;
ii. iparagraph 4 of this Opinion;
iii. any matters set out in the Prospectus;
iv. the reservations set out below; and
v. any matters not disclosed to us:
a. BRALIRWA is a public company limited by shares, duly incorporated in Rwanda and has complied with the incorporation requirements of the Law No 07/2009 of 27/04/2009 relating to Companies (the Companies Law), with power to
execute, deliver and exercise its rights and perform its obligations pursuant to the Offer, and such execution, delivery
and performance have been duly authorised by appropriate corporate action;
b. The existing share capital of BRALIRWA has been authorized and issued in conformity with all applicable laws and has
received all necessary authorizations];
c. The rights and obligations of BRALIRWA and the GoR as vendor as contemplated in the offer constitute valid and binding rights and obligations enforceable according to their terms;
d. The transactions contemplated by the Offer and the performance by GoR and BRALIRWA of their respective obligations
thereunder will not violate any laws of Rwanda;
e.
f.
g.
h.
i.
j.
k.
l.
All authorisations, approvals, consents, licences, exemptions, filings, registrations and notifications with governmental or
public bodies or authorities of or in Rwanda required in connection with the Offer have been obtained and given in proper
form and are in full force and effect;
BRALIRWA has obtained the requisite licenses to operate beer brewing and sparkling beverage manufacturing business
within the Republic of Rwanda and in that regard is additionally authorized to sell and distribute the said products as well
as import and sell the said products;
BRALIRWA continues to maintain its statutory books at its registered office;
BRALIRWA owns the immovable properties on which the brewery in Gisenyi, the sparkling beverages plant in Kigali, the
various depots around the country as well as several houses on the terms as more particularly disclosed in the Prospectus
Section on Immoveable Property.
BRALIRWA owns all material plant and equipment in the brewery and sparkling beverages plant and all substantial installations associated thereof;
save for the contracts specifically disclosed in the Prospectus, BRALIRWA has not entered into any material contracts (within the meaning set out in Article 29 of the Prospectus Instructions i.e. contracts not entered into in the ordinary course of
business carried on by BRALIRWA) and there is no other agreement or arrangement concerning the offer;
there is no material litigation or arbitration, prosecution or other civil or criminal legal action in which BRALIRWA or its
Directors as Directors of BRALIRWA are involved which shall have a material effect on the BRALIRWA business;
there are no other material items not mentioned in the Prospectus of which we are aware with regard to the legal status
of BRALIRWA and the Offer.
Further Opinions
4. Based upon and subject as aforesaid, and without prejudice to the generality of the foregoing, we are also of the
opinion that:
a.
b.
c.
d.
e.
f.
the Prospectus has been dated in accordance with Article 3 of the Prospectus Instructions;
a copy of the Prospectus, together with the documents required under Article 29 of the Prospectus Instructions have
been delivered to the Registrar of Companies for registration, duly signed by every person named in the Prospectus as
a director of BRALIRWA or by his agent duly authorized in writing, and a statement to such effect appears on the face
of the Prospectus in accordance with Article 9 of the Prospectus Instructions;
this Prospectus contains statements made by PricewaterhouseCoopers Rwanda (PwC) Certified Public Accountants
and by ourselves, all of whom are experts for the purposes of Article 25 and 26 of the Prospectus Instructions. In accordance with Article 25 of the Prospectus Instructions, PwC and we ,the legal advisors , have given and have not before
the delivery of this Prospectus for registration withdrawn our consent to the issue of the Prospectus with the statements by us included in the form and context in which they are included;
the Offer Shares shall rank pari passu in all respects with the existing Ordinary Shares in the issued share capital of
BRALIRWA, including the right to participate in full in all dividends and/or other distributions declared in respect of
such share capital. ;
application has been duly made to, and permission duly granted by, the Capital Markets Authority in respect of the
Offer in accordance with the law;
in addition to the information required to be included by the Companies Act, the Prospectus includes such information
as investors would reasonably require and reasonably expect to find therein for the purpose of making an informed
assessment of:i.
ii.
the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the securities; and,
the rights attaching to those securities.
Based on the foregoing, we are of the opinion that the Offer is in conformity with all applicable laws and has received
all necessary authorizations.
Reservations
5. This letter and the opinions given in it are governed by Rwandan law and relate only to Rwandan law as applied by
the Rwandan courts as at today s date. We express no opinion in this letter on the laws of any other jurisdiction.
We as the Legal Advisors confirm that we have given and have not, prior to the date of the Prospectus, withdrawn our
written consent to the inclusion of the legal opinion in the form and context in which it appears.
Yours faithfully
K-Solutions Partners and Muriu Mungai & Co.
78
2010 Prospectus
APPENDIX-II
ACCOUNTANTS REPORT
79
APPENDIX II
Our review was carried out in accordance with International Standard on Review Engagements (ISRE) 2400,Engagements
to Review Financial Statements. Our review procedures do not provide all the evidence that would be required in
an audit, and consequently our work did not involve an audit of the financial information. You also required us to
compile an Accountants Report (the Report) to be included in the Prospectus to be issued to support the listing of
the companys shares. This Report was compiled in accordance with ISRS 4410,Engagements to compile financial
information. We have not audited the financial information included in Appendix 1 and accordingly express no assurance thereon.
Scope of the work performed
The unaudited financial information included in the Prospectus of the company was compiled from the audited
statutory financial statements of the company for the years ended 31 December 2007, 2008 and 2009 (together, the
financial statements). These statutory financial statements are not prepared in accordance with IFRS. Consequently,
in compiling this report we have recorded certain adjustments to the statutory financial statements as detailed below.
80
2010 Prospectus
To enable us prepare an Accountants Report, we carried out procedures to satisfy ourselves that the information
presented in the statutory financial statements was reconciled to the companys financial records. To this end we
carried out the following procedures:
reviewed the statutory financial statements of the company for each of the three years ended 31 December 2007, 2008 and
2009 and identified adjustments required to comply with International Financial Reporting Standards (IFRS);
made enquiries from the companys management with respect to certain matters;
reviewed the working papers retained by KPMG Netherlands, the companys auditor for years 2008 and 2009;
reviewed other evidence relevant to the companys statutory financial statements; and
reviewed the Prospectus for consistency of financial information presented with our Accountants Report
where matters came to our attention that caused us to believe that the statutory financial statements were not in compliance with IFRS, we obtained unaudited information from management to facilitate compilation of the Reporting Accountants report.
The unaudited financial information required by the Capital Markets Advisory Council to be disclosed in the Prospectus is set out in Appendix I, which forms an integral part of this report.
Financial information and key adjustments
We have presented the adjusted unaudited financial information of the company for the three years ended 31 December 2009 in Appendix 1. We would like to draw your attention to the following matters which are relevant to the
interpretation of the attached financial information:
1.
Presentation of financial information
The statutory financial statements for years ended 31 December 2007, 2008 and 2009 prepared by the company
were not prepared in accordance with International Financial Reporting Standards (IFRS). Consequently, we have
recorded certain adjustments to the audited statutory financial statements for the three years ended 31 December
2009 in compiling the Reporting Accountants report. These are summarised in Appendix 2.
2.
Consolidation of subsidiaries
IAS 27 (revised) - consolidated and separate financial statements requires a parent to present consolidated financial
statements of the parent and its subsidiaries. The financial information presented includes the financial information
of the subsidiary, Cogelgas SA. The audited financial statements were not prepared on a consolidated basis.
Conclusion
The nature of our work as set out above is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become
aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. However based on our review, nothing has come to our attention that causes us to believe that the unaudited
financial information of the BRALIRWA for the three years ended 31 December 2007, 2008 and 2009, presented in
Appendix 1 does not give a true and fair view in accordance with International Financial Reporting Standards.
Auditors
The statutory financial statements of BRALIRWA for the year ended 31 December 2007 were audited by both KPMG
Reviseurs dEntreprises SCRL (KPMG Belgium) and A Kantengwa, whilst the financial statements for the years ended
31 December 2008 and 31 December 2009 were audited by both KPMG Accountants NV (KPMG Netherlands) and A
Kantengwa. The auditors reports issued on 26 May 2008 (in respect of the year ended 31 December 2007) by KPMG
Belgium and A Kantengwa on 31 March 2009 (year ended 31 December 2008) and 23 April 2010 (year ended 31 December 2009) by KPMG Netherlands and A Kantengwa were not reissued for purposes of the Reporting Accountants
report.
Consent
We as Reporting Accountants confirm that we have given, and have not, prior to the date of the Prospectus, withdrawn our written consent to the inclusion of the Accountants Report in the form and context in which it appears.
For PricewaterhouseCoopers Rwanda Limited
Bernice Kimacia
Director
81
Consolidated statement of comprehensive income for the three years ended 31 December 2009
2009
RWF 000
2008
RWF 000
2007
RWF 000
45,486,291
42,708,796
33,678,620
(27,103,387)
(26,682,839)
(20,385,481)
18,382,904
16,025,957
13,293,139
Other income
6,034,566
5,527,970
3,366,310
Distribution costs
Administrative expenses
Other expenses
Finance costs
5,311,492
8,282,045
832,377
313,050
4,480,318
7,336,981
321,981
229,034
2,973,227
7,010,933
1,650,286
236,279
9,678,506
9,185,613
4,788,724
(3,089,573)
(2,774,237)
(2,074,255)
6,588,933
6,411,376
2,714,469
6,588,933
6,411,376
2,714,469
6,589,119
(186)
6,411,996
(620)
2,715,879
(1,410)
6,588,933
6,411,376
2,714,469
64.06
62.34
Revenue
Cost of sales
Gross profit
Attributable to:
Equity holders of the Company
Non controlling interest
10
26.40
82
2010 Prospectus
Company statement of comprehensive income for the three years ended 31 December 2009
2009
2008
2007
RWF 000
RWF 000
RWF 000
45,486,291
42,708,796
33,678,620
(27,103,387)
(26,682,839)
(20,385,481)
18,382,904
16,025,957
13,293,139
Other income
6,033,175
5,527,970
3,364,919
Distribution costs
Administrative expenses
Other expenses
Finance costs
5,311,492
8,282,045
830,735
313,050
4,480,318
7,336,981
320,590
229,034
2,973,227
7,010,933
1,645,185
236,279
9,678,757
9,187,004
4,792,434
(3,089,333)
(2,773,997)
(2,074,255)
6,589,424
6,413,007
2,718,179
6,589,424
6,413,007
2,718,179
Revenue
Cost of sales
Gross profit
83
Consolidated statement of financial position for the three years ended 31 December 2009
Notes
Capital and reserves attributable to the
Companys equity holders
Share capital
Share premium
Other reserves
Retained earnings
11
11
12
Non-controlling interest
15
16
17(a)
17(b)
18
Current assets
Inventories
Receivables and prepayments
Cash and cash equivalents
Current liabilities
Payables and accrued expenses
Income tax liability
Current borrowings
Deferred income
At 31 December
2008
RWF 000
2007
RWF 000
385,714
84,857
690,724
12,576,226
13,728,521
385,714
84,857
690,724
8,248,262
9,409,557
385,714
84,857
690,724
14,050,686
15,211,981
(51,846)
Total equity
Non-current liabilities
Borrowings
Deferred income
Provisions
Share based payments
Deferred income tax liabilities
2009
RWF 000
21
22
23
19
20
24
26
15
16
(51,660)
(51,040)
15,160,135
13,676,861
9,358,517
22,829
55,420
284,385
248,856
879,913
73,853
292,390
201,246
771,934
89,449
332,584
86,135
213,311
1,491,403
1,339,423
721,479
16,651,538
15,016,284
10,079,996
17,640,579
1,194
9,224
14,666,773
2,676
9,224
11,971,198
9,224
17,650,997
14,678,673 0 11,980,422
12,061,936
2,586,667
4,894,288
14,913,726
2,828,062
2,529,183
10,175,098
1,337,446
3,917,691
19,542,891
20,270,971
15,430,235
18,229,733
2,028,096
266,089
18,432
16,271,726
1,017,970
2,625,232
18,432
13,137,838
1,696,855
2,477,536
18,432
20,542,350
19,933,360
17,330,661
(999,459)
16,651,538
337,611
15,016,284
(1,900,426)
10,079,996
6
84
2010 Prospectus
Company statement of financial position for the three years ended 31 December 2009
Notes
Share capital
Share premium
Other reserves
Retained earnings
11
11
12
Total equity
Non-current liabilities
Borrowings
Deferred income
Provisions
Share based payments
Deferred income tax liabilities
15
16
17(a)
17(b)
18
Current assets
Inventories
Receivables and prepayments
Cash and cash equivalents
Current liabilities
Payables and accrued expenses
Income tax liability
Current borrowings
Deferred income
21
22
27
23 (b)
19
20
24
26
15
16
At 31 December
2008
RWF 000
2007
RWF 000
385,714
84,857
690,724
14,135,276
385,714
84,857
690,724
12,651,511
385,714
84,857
690,724
8,331,536
15,296,571
13,812,806
9,492,831
22,829
55,420
284,385
248,856
879,913
73,853
292,390
201,246
771,934
89,449
332,584
86,135
213,311
1,491,403
1,339,423
721,479
16,787,974
15,152,229
10,214,310
17,640,579
1,194
2,000
9,224
14,666,773
2,676
18,000
9,224
11,971,198
9,224
17,652,997
14,696,673
11,980,422
12,061,936
2,586,667
4,860,960
14,913,726
2,828,062
2,479,855
10,175,098
1,337,446
3,886,363
19,509,563
20,221,643
15,398,907
18,061,969
2,028,096
266,089
18,432
16,104,453
1,017,970
2,625,232
18,432
12,972,196
1,696,855
2,477,536
18,432
20,734,586
19,766,087
17,165,019
2009
RWF 000
(865,023)
16,787,974
455,556
15,152,229
(1,766,112)
10,214,310
85
Consolidated statement of changes in equity for the three years ended 31 December 2009
Noncontrolling
interest
RWF 000
Share
capital
RWF 000
Share
premium
RWF 000
Other
reserves
RWF 000
Retained
earnings
RWF 000
Total
RWF 000
385,714
84,857
690,724
6,929,911
8,091,206
(49,630)
8,041,576
2,715,879
-
2,715,879
-
(1,410)
-
2,714,469
-
2,715,879
2,715,879
(1,410)
2,714,469
(1,397,528) (1,397,528 )
(1,397,528)
(1,397,528) (1,397,528 )
(1,397,528)
385,714
84,857
690,724
Notes
Year ended 31 December 2007
At start of year
Total
equity
RWF 000
14
Reporting
Report
At end of Accountants
year
Brasseries et Limonaderies du Rwanda Ltd
8,248,262
9,409,557
(51,040)
9,358,517
Share
premium
RWF 000
Other
reserves
RWF 000
Retained
earnings
RWF 000
RWF 000
385,714
84,857
690,724
8,248,262
9,409,557
(51,040)
9,358,517
6,411,996
-
6,411,996
-
(620)
-
6,411,376
-
6,411,996
6,411,996
(620)
6,411,376
(2,093,032) (2,093,032 )
(2,093,032)
(2,093,032) (2,093,032 )
(2,093,032)
385,714
84,857
690,724
Total
Noncontrolling
interest
RWF 000
Share
capital
RWF 000
Total
equity
8
RWF 000
14
At end of year
Notes
Year ended 31 December 2009
At start of year
Share
capital
RWF 000
Share
premium
RWF 000
Other
reserves
RWF 000
385,714
84,857
690,724
Retained
earnings
RWF 000
Total
RWF 000
12,567,226 13,728,521
Noncontrolling
interest
RWF 000
Total
equity
RWF 000
(51,660) 13,676,861
6,589,119
-
6, 589,119
-
(186) 6, 588,933
-
6, 589,119
6,589,119
(186)
(5,105,659) (5,105,659 )
(5,105,659)
(5,105,659) (5,105,659 )
(5,105,659)
385,714
84,857
690,724
86
14
14,050,686 15,211,981
6,588,933
(51,846) 15,160,135
2010 Prospectus
Company statement of changes in equity for the three years ended 31 December 2009
Share
capital
RWF 000
Share
premium
RWF 000
Other
reserves
RWF 000
Retained
earnings
RWF 000
Total
equity
RWF 000
385,714
84,857
690,724
7,010,885
8,172,180
2,718,179
-
2,718,179
-
2,718,179
2,718,179
- (1,397,528) (1,397,528)
- (1,397,528) (1,397,528)
Notes
Year ended 31 December 2007
At start of year
Comprehensive income for the year
14
385,714
84,857
690,724
8,331,536
9,492,831
Appendix
1: Unaudited
financial information
Share
premium
RWF 000
Other
reserves
RWF 000
Retained
earnings
RWF 000
Total
equity
RWF 000
385,714
84,857
690,724
8,331,536
9,492,831
6,413,007
-
6,413,007
-
6,413,007
6,413,007
(2,093,032) (2,093,032)
(2,093,032) (2,093,032)
385,714
84,857
690,724
Notes
Year ended 31 December 2008
At start of year
Comprehensive income for the year
14
12,651,511
11
13,812,806
87
Share
premium
RWF 000
385,714
84,857
6,589,424
-
6,589,424
-
6,589,424
6,589,424
(5,105,659) (5,105,659)
(5,105,659) (5,105,659)
385,714
84,857
Notes
Year ended 31 December 2009
At start of year
Other
reserves
RWF 000
Retained
earnings
RWF 000
Total
equity
RWF 000
690,724 12,651,511
13,812,806
14
690,724 14,135,276
15,296,571
Consolidated statement of cash flows for the three years ended 31 December 2009
Year ended 31 December
Operating activities
Cash generated from operations
Interest paid
Income tax paid
Notes
2009
RWF 000
2008
RWF 000
2007
RWF 000
25
17,654,239
(313,050)
(1,971,468)
8,923,432
(229,034)
(2,815,293)
9,051,754
(236,279)
(2,253,380)
15,369,721
5,879,105
6,562,095
(5,560,254)
(2,389)
(5,316,925)
(5,352)
(4,968,287)
-
(5,562,643)
(5,322,277)
(4,968,287)
(1,126,902)
(5,105,659)
(132,536)
(2,093,032)
329,269
(1,397,528)
21
22
14
13
Net cash used in financing activities
Net (decrease)/increase in cash and cash
equivalents
(6,232,561)
(2,225,568)
(1,068,259)
3,574,517
(1,668,740)
525,549
1,319,697
3,574,517
2,988,437
(1,668,740)
2,462,888
525,549
4,894,214
1,319,697
2,988,437
88
24
2010 Prospectus
GENERAL INFORMATION
89
1
General information
Brasseries et Limonaderies du Rwanda Ltd is incorporated in Rwanda as a private limited liability company and is
domiciled in Rwanda. The address of its current registered office is:P.O. Box 131
Kigali, Rwanda.
2
Summary of significant accounting policies
The principal accounting policies adopted in the preparation of these consolidated financial statements are set out
below. These policies have been consistently applied to all years presented, unless otherwise stated.
(a)
Basis of preparation
These financial statements were prepared in accordance with International Financial Reporting Standards (IFRS).
IFRS comprise standards and interpretations approved by the International Accounting Standards Board (IASB)
and the International Financial Reporting Interpretations Committee (IFRIC). These financial statements have been
compiled by the Reporting Accountant in accordance with ISRS 4410, Engagements to compile financial information.
The financial statements have been prepared under the historical cost convention, except where otherwise stated
in the accounting policies below.
The financial statements are presented in Rwandan Francs (RWF), rounded to the nearest thousand.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Groups accounting
policies. The areas involving a higher degree of judgement or complexity, or where assumptions and estimates are
significant to the financial statements, are disclosed in Note 3.
(b)
Consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They are de-consolidated from the date the control
ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of
an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or
assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at
the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the
fair value of the Groups share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the
income statement.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the Group.
90
2010 Prospectus
(c)
Functional currency and translation of foreign currencies
(i)
Functional and presentation currency
Items included in the financial statements of each of the Groups entities are measured using the currency of the
primary economic environment in which the entity operates (the functional currency). The consolidated financial
statements are presented in Rwandan Francs (RWF), which is the Companys functional and presentation currency.
(ii)
Transactions and balances
Foreign currency transactions are translated into the functional currency of the respective entity using the exchange
rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of
such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit
and loss account within finance income or cost. All other foreign exchange gains and losses are presented in the
profit and loss account within other (losses)/gains net.
Translation differences on non-monetary financial assets and liabilities, such as equities held at fair value through
profit or loss, are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets, such as equities classified as available-for-sale financial assets, are included in the availablefor-sale reserve in equity.
(d)
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Heineken Group of Companies who make strategic
decisions.
The company is part of Heineken Group. The Heineken Group regards the company as a single operating segment.
Consequently, internal reports sent to Heineken include the financial position and financial performance of BRALIRWA as an operating segment.
(e)
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the
ordinary course of the Groups activities. Revenue is shown net of value-added tax (VAT) and excise duties, returns,
rebates and discounts and after eliminating sales within the Group.
The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future
economic benefits will flow to the company and when specific criteria have been met for each of the companys activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies
relating to the sale have been resolved. The company bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.
Revenue is recognised as follows:
Sales of goods are recognised in the period in which the group delivers products to the customer, the customer has accepted the products and collectibility of the related receivables is reasonably assured.
Interest income is recognised on a time proportion basis using the effective interest method. Dividends are recognised as
income in the period in which the right to receive payment is established.
Rental income is recognised in the period in which it is earned.
91
(f)
Property, plant and equipment
All categories of property, plant and equipment are initially recorded at historical cost and subsequently stated at cost
less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the
item can be measured reliably. All other repairs and maintenance are charged to the profit and loss account during
the financial period in which they are incurred.
Freehold land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate
their cost or revalued amounts less their residual values over their estimated useful lives, as follows:
Buildings
Plant and equipment
Bottles and crates
Other fixed operating assets (Including computers)
40 years
10 years
3 5 years
10 15 years
The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an assets fair value
less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels
for which there are separately identifiable cash flows (cash-generating units). Non-financial assets that suffered an
impairment are reviewed for possible reversal of the impairment at each balance sheet date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are included
in the profit and loss account.
(g)
Intangible assets computer software
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the
specific software. These costs are amortised over their estimated useful lives (three to five years).
Costs associated with developing or maintaining computer software programmes are recognised as an expense as
incurred. Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and that will probably generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Direct costs include the software development employee costs and an appropriate
portion of relevant overheads.
(h)
Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment.
Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which
the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an assets fair
value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than
goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
(i)
Financial assets
The Group classifies its financial assets in the following categories: financial assets at fair value through profit or loss,
loans and receivables, held-to-maturity financial assets, and available-for-sale financial assets. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its
financial assets at initial recognition and re-evaluates such designation at every reporting date:
92
2010 Prospectus
93
(a) Assets carried at amortised cost
The group assesses at the end of each reporting period whether there is objective evidence that a financial asset
or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment
losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred
after the initial recognition of the asset (a loss event) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.
The criteria that the group uses to determine that there is objective evidence of an impairment loss include:
a.
b.
c.
d.
e.
f.
The group first assesses whether objective evidence of impairment exists.
The amount of the loss is measured as the difference between the assets carrying amount and the present value of
estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial
assets original effective interest rate. The assets carrying amount of the asset is reduced and the amount of the loss
is recognised in the consolidated income statement. If a loan or held-to-maturity investment has a variable interest
rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under
the contract. As a practical expedient, the group may measure impairment on the basis of an instruments fair value
using an observable market price.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively
to an event occurring after the impairment was recognised (such as an improvement in the debtors credit rating),
the reversal of the previously recognised impairment loss is recognised in the consolidated income statement.
(b) Assets classified as available for sale
The group assesses at the end of each reporting period whether there is objective evidence that a financial asset
or a group of financial assets is impaired. For debt securities, the group uses the criteria refer to (a) above. In the
case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the
security below its cost is also evidence that the assets are impaired. If any such evidence exists for available-for-sale
financial assets, the cumulative loss measured as the difference between the acquisition cost and the current fair
value, less any impairment loss on that financial asset previously recognised in profit or loss is removed from equity and recognised in the separate consolidated income statement. Impairment losses recognised in the separate
consolidated income statement on equity instruments are not reversed through the separate consolidated income
statement. If, in a subsequent period, the fair value of a debt instrument classified as available-for-sale increases
and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit
or loss, the impairment loss is reversed through the separate consolidated income statement.
94
2010 Prospectus
(m)
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined by the first-in, first-out (FIFO)
method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs
and related production overheads (based on normal operating capacity), but excludes borrowing costs. Net realisable
value is the estimated selling price in the ordinary course of business, less the costs of completion and applicable
variable selling expenses.
(n)
Receivables
Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method. A provision for impairment of receivables is established when there is objective evidence that the
Group will not be able to collect all the amounts due according to the original terms of receivables. The amount of
the provision is the difference between the carrying amount and the present value of estimated future cash flows,
discounted at the effective interest rate. The amount of the provision is recognised in the profit and loss account.
(o)
Payables
Payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
(p)
Share capital
Ordinary shares are classified as share capital in equity. Any premium received over and above the par value of the
shares is classified as share premium in equity.
(q)
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities on the balance sheet.
(r)
Employee benefits
(i)
Retirement benefit obligations
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity.
The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit
plan is a retirement benefit plan that is not a defined contribution plan.
The Group and all its employees contribute to the national Social Security Fund, which is a defined contribution
scheme. The Group also operates a separate defined contribution retirement benefit schemes for its eligible employees.
The assets of the schemes are held in separate trustee administered funds, which are funded by contributions from
both the Group and employees.
The Groups contributions to the defined contribution schemes are charged to the profit and loss account in the year
in which they fall due.
95
(ii)
Share based payment plan (Long Term Incentive Plan)
As from 1 January 2006 the BRALIRWA established a share plan for senior management members whereby qualifying employees are granted shares in its parent company. The fair value of the share rights granted is recognised as
personnel expenses with a corresponding increase in amount payable to the parent company over the period that
the employees become unconditionally entitled to the share rights. The costs of the share plan are spread evenly
over the performance period.
On each balance sheet date, BRALIRWA revises its estimates of the number of share plan rights that are expected
to vest, only for the 75% internal performance conditions of the share plan of the senior management members.
It recognises the impact of the revision of original estimates, if any in the income statements with a corresponding
adjustment to equity. The fair value is measured on grant date using the Monte Carlo model taking into account the
terms and conditions of the plan.
(iii)
Other entitlements
The estimated monetary liability for employees accrued annual leave entitlement at the balance sheet date is recognised as an expense accrual.
(s)
Income tax
Income tax expense is the aggregate of the charge to the profit and loss account in respect of current income tax and
deferred income tax. Tax is recognised in the profit and loss account unless it relates to items recognised directly in
equity, in which case it is also recognised directly in equity.
Current income tax is the amount of income tax payable on the taxable profit for the year determined in accordance
with the relevant tax legislation.
Deferred income tax is recognised, using the liability method, on all temporary differences arising between the tax
bases of assets and liabilities and their carrying values for financial reporting purposes. However, if the deferred
income tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other
than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted at the
balance sheet date and are expected to apply when the related deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profits will be
available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that
the temporary difference will not reverse in the foreseeable future.
(t)
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently
stated at amortised cost using the effective interest method; any differences between proceeds (net of transaction
costs) and the redemption value is recognised in the profit and loss account over the period of the borrowings.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the
liability for at least 12 months after the balance sheet date.
(u)
Dividends
Dividends payable to the Companys shareholders are charged to equity in the period in which they are declared.
96
2010 Prospectus
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including experience of future events that are believed to be reasonable under the circumstances.
(i) Critical accounting estimates and assumptions
The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed
below.
Property, plant and equipment
Critical estimates are made by the directors in determining depreciation rates for property, plant and equipment.
The rates used are set out in Note 2(f) above.
Receivables
Critical estimates are made by the directors in determining the recoverable amount of impaired receivables. The
carrying amount of impaired receivables is set out in Note 4.
Income taxes
Judgment is required in determining the Groups provision for income taxes. There are transactions and calculations
for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises
liabilities for anticipated tax liabilities based on estimates of whether additional taxes will be due.
(ii) Critical judgements in applying the entitys accounting policies
In the process of applying the Groups accounting policies, management has made judgements in determining:
the classification of financial assets
whether assets are impaired.
4
Financial risk management
The Groups activities expose it to a variety of financial risks, including credit risk, foreign currency exchange rates
and interest rates. The Groups overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on its financial performance.
This note presents information about the Groups exposure to each of the above risks, the Groups objectives, policies and processes for measuring and managing risk, and the Groups management of capital. Further quantitative
disclosures are included throughout these financial statements.
The Groups risk management policies are established to identify and analyse the risks faced by the Group, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and
systems are reviewed regularly to reflect changes in market conditions and the Groups activities.
The Board of Directors has overall responsibility for the companys risk management and control system. They are
reviewed regularly to reflect the changes in the market conditions and the Groups activities. The Board oversees the
adequacy and functioning of the entire risk management system and internal control assisted by management.
The Groups Treasury function focuses primarily on the management of financial risk and financial resources. Some
of the risk management strategies include the use of cash flow forecasts to ensure that the company has cash to
meet its obligations and surplus cash is invested.
97
(a) Market risk
(i) Foreign exchange risk
Foreign currency exposure arises mainly from purchase transactions that are denominated in a currency other than
the functional currency (Rwanda Franc). The currencies in which these transactions are primarily denominated are
U.S. Dollars (USD) and Euro. The currency fluctuation for the USD and Euro within the Rwanda market is closely
monitored by the government through the National Bank of Rwanda and is therefore considered fairly stable within
plus minus 5%. Consequently, the Group did not have a significant exposure to foreign currency exchange risk for
the years presented.
(ii) Price risk
The Group and Company do not have a material exposure to equity securities price risk as they did not have significant investments in equities.
(iii) Cash flow and fair value interest rate risk
The group and company do not have a material exposure to cash flow interest rate risk, all loans are at fixed interest
rates. In the opinion of the directors, the exposure to fair value interest rate risk between 2007 and 2009 was not
material.
(b) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Companys receivables from customers and other
receivables.
Trade and other receivables
The Companys exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
demographics of the Companys customer base, including the default risk of the industry and country, in which customers operate, has less of an influence on credit risk.
The Company has established a credit policy under which each new customer is analysed individually for creditworthiness before the Companys standard payment and delivery terms and conditions are offered.
Sales are made subject to the customer making a prepayment to secure the products. To mitigate the credit exposure, customers are also required to pay a deposit for the returnable containers and crates.
The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of
trade and other receivables and investments. The main components of this allowance are a specific loss component
that relates to individually significant exposures
Maximum
exposure
to credit
risk risk
before
collateral
held
Maximum
exposure
to credit
before
collateral
held
98
Group
2009
RWF 000
2008
RWF 000
2007
RWF 000
4,877,242
1,151,514
56,164
2,507,534
1,531,027
42,310
3,964,905
695,866
54,715
465,159
582,986
6,084,920
4,546,030
5,298,472
Company
2009
RWF 000
2008
RWF 000
2007
RWF 000
4,843,914
1,151,514
56,164
2,458,205
1,531,027
42,310
3,933,577
695,866
54,715
465,159
582,986
6,051,592
4,496,701
5,267,144
2010 Prospectus
All receivables that are neither past due nor impaired are within their approved credit limits, and no
receivables have had their terms renegotiated.
All receivables that are neither past due nor impaired are within their approved credit limits, and no receivables have
had theirNone
terms
of renegotiated.
the above assets are either past due or impaired except for the following amounts in trade
None ofreceivables:
the above assets are either past due or impaired except for the following amounts in trade receivables:
Trade receivables
are summarised
as follows
Company)
Trade receivables
are summarised
as(Group
followsand
(Group
and Company)
2009
RWF 000
2008
RWF 000
2007
RWF 000
1,151,514
151,128
1,531,027
151,128
695,866
151,128
Gross
1,302,642
1,682,155
846,994
151,128
151,128
151,128
1,151,514
1,531,027
695,866
All(continued)
receivables
past
by more
considered
impaired,and
and are
are carried
AllNotes
receivables
past due
bydue
more
than than
one one
yearyear
are are
considered
to to
bebeimpaired,
carriedatattheir
their estimated
estimated
recoverable
value.
recoverable value.
4
(c) Liquidity
(c) Liquidity
risk risk
Liquidity
thethat
risk the
that Company
the Company
able
meetits
itsfinancial
financial obligations
obligations as
Liquidity
risk isrisk
theisrisk
willwill
notnot
bebe
able
totomeet
asthey
theyfall
fall due. The Comdue.
The
Companys
approach
to
managing
liquidity
is
to
ensure,
as
far
as
possible,
that
it
always
panys approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its
has sufficient liquidity to meet its liabilities when due.
liabilities
when due.
Cash flow forecasting is performed on a monthly basis to monitor rolling forecasts of the company
Cash flow
forecasting is performed on a monthly basis to monitor rolling forecasts of the company liquidity requireliquidity requirements to ensure it has sufficient cash to meet its contractual obligations. Such
mentsforecasting
to ensure ittakes
has sufficient
cash to meet
contractual
obligations.
forecasting takes
into consideration
into consideration
theits company
working
capitalSuch
requirements,
covenant
the company
working
capital
requirements,
covenant
compliance
and
compliance
with
internal
balance
compliance and compliance with internal balance sheet ratio targets.
27 sheet ratio
targets.
The company ensures that it has sufficient cash on demand to meet expected operational expenses,
The company
that it has
sufficientobligations;
cash on demand
to meetthe
expected
includingensures
the servicing
of financial
this excludes
potentialoperational
impact of expenses,
extreme including the
circumstances
cannot reasonably
be predicted,
suchimpact
as natural
disasters.circumstances that cannot reasonably
servicing
of financial that
obligations;
this excludes
the potential
of extreme
In addition,
has in place unsecured banking facilities with Bank of Kigali, Commercial
be predicted,
suchthe
as company
natural disasters.
Bank
of
Rwanda,
Fina
Bank,
Kenya
Commercial
Bank
and Access
Bank of
which
have
a combined
In addition, the company has in place
unsecured
banking
facilities
with Bank
Kigali,
Commercial
Bank of Rwanda,
facility
limit
of
Rwf
3.5
billion
(2008
Rwf
3.5
billion,
2007-Rwf
3.5
billion)
and
are
repayable
Fina Bank, Kenya Commercial Bank and Access Bank which have a combined facility limit of Rwfon
3.5 billion (2008
demand. The banking facilities comprises of bank overdraft, medium term loan and letters of credit.
Rwf 3.5 billion, 2007-Rwf 3.5 billion) and are repayable on demand. The banking facilities comprises of bank overdraft, medium term loan and letters of credit.
The table below analyses the Groups and the Companys financial liabilities that will be settled on a
net basis into relevant maturity groupings based on the remaining period at the balance sheet date
The table
below
analyses
the Groups
and
the Companys
liabilities
that
be settled on a net basis into
to the
contractual
maturity
date. The
amounts
disclosed financial
in the table
below are
thewill
contractual
relevant
maturity groupings
on the
periodequal
at thetheir
balance
sheet
date to
undiscounted
cash flows.based
Balances
dueremaining
within 12 months
carrying
balances,
as the
the contractual maturity
date. The
amounts
disclosed
in
the
table
below
are
the
contractual
undiscounted
cash
flows.
Balances due within 12
impact of discounting is not significant.
months equal their carrying balances, as the impact of discounting is not significant.
(i)
At 31 December 2009:
Between 2
and 5 years
Total
RWF 000
RWF 000
RWF 000
RWF 000
Liabilities
- borrowings
- trade and other payables
- provisions
- income tax liability
266,089
18,229,733
2,028,096
22,829
22,703
-
261,682
-
288,918
18,229,733
284,385
2,028,096
20,523,918
45,532
261,682
20,831,132
a. Group
99
b. Company
Between 2
and 5 years
RWF 000
Total
RWF 000
Liabilities
- borrowings
- trade and other payables
- provisions
- income tax liability
266,089
18,061,969
2,028,096
22,829
22,703
-
261,682
-
288,918
18,061,969
284,385
2,028,096
20,356,154
45,532
261,682
20,663,368
(ii)
At 31 December 2008:
a.
Group
Liabilities
- borrowings
- trade and other payables
- provisions
- income tax liability
2,625,232
16,271,726
1,017,970
57,741
-
- 2,625,232
- 16,271,726
234,649
292,390
- 1,017,970
19,914,928
57,741
234,649 20,207,318
b. Company
Liabilities
Reporting
Accountants Report
- borrowings
Brasseries
Limonaderies
du Rwanda Ltd
- tradeetand
other payables
- provisions
- income tax liability
Notes (continued)
4
2,625,232
2,625,232
16,104,453
16,104,453
Appendix 1: Unaudited financial information
57,741
234,649
292,390
1,017,970
1,017,970
19,747,655
57,741
234,649
20,040,045
Less than 1
Between 1
year and 2 years
RWF 000
RWF 000
Between 2
and 5 years
RWF 000
Total
RWF 000
281,982
-
2,477,536
13,137,838
332,584
1,696,855
2,477,536
13,137,838
1,696,855
50,602
-
29
Total financial liabilities
17,312,229
50,602
281,982
17,644,813
Liabilities
- borrowings
- trade and other payables
- provisions
- income tax liability
2,477,536
12,972,196
1,696,855
50,602
-
281,982
-
2,477,536
12,972,196
332,584
1,696,855
17,146,587
50,602
281,982
17,479,171
b. Company
At 31 December 2007:
100
2010 Prospectus
Capital is herein defined as equity attributable to shareholders of the company. The policy of the Board of Directors
is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future
Reporting Accountants
Report
development
of the business.
The Board of Directors monitors the return on capital, which the Group defines as total
Brasseries
et
Limonaderies
du Rwanda Ltd
shareholders equity.
Appendix 1: Unaudited financial information
There were no changes in the Groups approach to capital management during the years 2007 to 2009. The Group is
Notes (continued)
not subject to externally imposed capital requirements other than the legal reserves explained in Note 12.
4
IFRS 7 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:
IFRS
Quoted
prices (unadjusted)
for identical
assets
orfollowing
liabilitiesfair
(level
1).measurement
7 requires
disclosure of in
fairactive
valuemarkets
measurements
by level
of the
value
hierarchy:
Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either
Quoted
(unadjusted)
in active
for identical
assets
or liabilities
(level 1).
directly
(that is,prices
as prices)
or indirectly
(thatmarkets
is, derived
from prices)
(level
2).
Inputs
other
than
quoted
prices
included
within
level
1
that
are
observable
for
the asset
or liability, inputs)
Inputs for the asset or liability that are not based on observable market data (that
is, unobservable
either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).
(level 3).
Inputs for the asset or liability that are not based on observable market data (that is, unobservable
inputs) (level 3).
The Group had no financial assets or liabilities measured at fair value between 2007 and 2009.
The Group had no financial assets or liabilities measured at fair value between 2007 and 2009.
5 5
Revenue
(Group
and Company)
Company)
Revenue
(Group
Revenue
(Group
and Company)
2009
2008
2007
2009
2008
2007
RWF
000
RWF
000
RWF
000
RWF 000
RWF 000
RWF 000
Net turnover
Net turnover
- Beer
32,590,512
30,329,680
23,973,166
- Beer
32,590,512
30,329,680
23,973,166
- Soft drinks
12,887,599
12,370,206
9,704,152
- Soft drinks
12,887,599 8,180
12,370,206 8,910
9,704,152 1,302
- Other
- Other
8,180
8,910
1,302
45,486,291
42,708,796
33,678,620
45,486,291
42,708,796
33,678,620
6 6
Finance
costs (Group
and Company)
Finance
costs
6 Finance
costs(Group
(Groupand
andCompany)
Company)
Interest
Interestexpense
expense
322,226 322,226
229,034 229,034
236,279 236,279
(9,176)
Interest income
Interest income
(9,176 )
-
-
313,050 313,050
229,034 229,034
236,279 236,279
7
Operating
and
other
Expenses
(Group
Company)
and items
other are
expenses
(Group
and
Company)
77 Operating
The following
included
withinand
operating
and other expenses
2009
expenses
2008
2007
The following items are included within operating and
other
RWF 000
RWF 000
RWF 000
2009
2008
2007
Staff costs
(Note 8)
6,416,872 RWF 000
5,742,893
5,076,610
RWF 000
RWF 000
Depreciation
(Note 21)
2,586,448
2,621,351
2,179,620
Amortisation
of
intangible
asset
(Note
22)
3,871
2,676
-
Staff costs (Note 8)
6,416,872
5,742,893
5,076,610
Auditors
remuneration
101,465
120,298
86,652 2,179,620
Depreciation (Note 21)
2,586,448
2,621,351
of intangible
asset (Note 22)
RepairsAmortisation
and maintenance
expenditure
1,559,855 3,871
1,360,008 2,676
1,304,054
Auditors remuneration
101,465
120,298
86,652
Repairs and maintenance expenditure
1,559,855
1,360,008
1,304,054
31
101
Notes (continued)
88
Staffcosts
costs (Group
(Groupand
andCompany)
Company)
Staff
Salaries and wages
National Social Security Fund contribution
Other retirement benefit costs
Equity settled share based payments
Other personnel related costs
99
4,328,993
297,401
94,422
47,613
1,648,443
3,833,336
295,382
83,519
115,112
1,415,544
3,659,817
321,982
73,213
1,021,598
6,416,872
5,742,893
5,076,610
(a) Group
2009
RWF 000
2008
RWF 000
2007
RWF 000
2,981,594
107,979
2,136,408
79,206
558,623
2,156,926
(82,671)
3,089,573
2,774,237
2,074,255
Incometax
Taxexpense
Expense
Income
The tax on the Groups profit before income tax differs from the theoretical amount that would arise
using the statutory income tax rate as follows:
2009
RWF 000
2008
RWF 000
2007
RWF 000
9,678,506
9,185,613
4,788,724
2,903,552
2,755,684
1,436,617
186,021
97,759 information
637,638
Appendix
1: Unaudited financial
-
79,206
3,089,573
2,774,237
2,074,255
2009
RWF 000
2008
RWF 000
2007
RWF 000
2,981,354
107,979
2,136,168
79,206
558,623
2,156,927
(82,672)
3,089,333
2,773,997
2,074,255
Notes (continued)
9
The tax on the Companys profit before income tax differs from the theoretical amount that would
arise using the statutory income tax rate as follows:
102
10
32
2009
RWF 000
2008
RWF 000
2007
RWF 000
9,678,757
9,187,004
4,792,434
2,903,627
2,756,101
1,437,730
185,706
-
97,102
79,206
636,525
-
3,089,333
2,773,997
2,074,255
2010 Prospectus
10
Earnings per share
Basic earnings per share are calculated by dividing the profit attributable to equity holders of the company by the
weighted average number of ordinary shares in issue during the year.
2009
2008
2007
RWF 000
RWF 000
RWF 000
Profit attributable to equity holders of
the company (RWF thousands)
6,589,119
6,411,996
2,715,879
Weighted average number of ordinary shares in issue
(thousands)
102,857
102,857
102,857
Basic earnings per share (RWF)
64.06
62.34
26.40
There were no potentially dilutive shares outstanding at each year end for the last three years ended 31 December
2009. Diluted earnings per share are therefore the same as basic earnings per share.
11
Share premium
Total
RWF 000
RWF 000
84,857
470,571
102,857
385,714
The total authorised number of ordinary shares is 102,857 with a par value of RWF 3,750 per share. All issued shares
are fully paid.
12
Other reserves (Group and Company)
2009
RWF 000
Fiscal reserve
148,252
Statutory reserve
503,901
Legal reserve
38,571
690,724
2008
RWF 000
2007
RWF 000
148,252
503,901
38,571
148,252
503,901
38,571
690,724
690,724
Fiscal reserve
The legal reserve is based on a Article 138 paragraph 3 of the Ministerial order of 1964 which required the company
to maintain a special reserve of 20% of the profits for 1964. The reserve is not distributable to shareholders.
Statutory reserve
The statutory reserve is voluntary reserve created by the shareholders of the company and is not distributable to
shareholders.
Legal reserve
The legal reserve is based on a Government decree of 12 February 1998 which required an appropriation of 5% of net
income for the prior year until a maximum level of 10% of the issued share capital. The legal reserve is not distributable to shareholders.
103
13
Retained earnings
The retained earnings balance represents the amount available for dividend distribution to the shareholders of the
group.
14
Dividends per share (Group and Company)
The following dividends were paid for each of the years stated.
Year
Amount per share 2009
RWF
2009
49.64
2008
20.35
2007
13.59
Total
RWF 000
5,105,659
2,093,032
1,397,528
15
Borrowings (Group and Company)
2009
2008
2007
RWF 000
RWF 000
RWF 000
The borrowings are made up as follows:
Non-current
Bank borrowings
22,829
-
-
Current
Bank borrowings
266,015
1,415,746
1,548,282
Bank overdraft
74
1,209,486
929,254
266,089
2,625,232
2,477,536
Total borrowings
288,918
2,625,232
2,477,536
Bank borrowings bear a fixed interest rate of 12.25% annually (2008 and 2007: 12.25% annually).
The carrying amounts of short-term borrowings approximate to their fair value. Fair values are based on discounted
cash flows using a discount rate based upon the borrowing rate that directors expect would be available to the Group
at the balance sheet date.
It is impracticable to assign fair values to the Groups long term liabilities due to inability to forecast interest rate and
foreign exchange rate changes.
16
Deferred income (Group and Company)
Non-current
Current
Total borrowings
104
2009
RWF 000
2008
RWF 000
2007
RWF 000
55,420
18,432
73,853
18,432
89,449
18,432
73,852
92,285
107,881
2010 Prospectus
17
Employee benefits
(a)
Health care provisions 2009
RWF 000
At start of year
292,390
Charged to income statement
-
Utilised during the year
(8,005 )
2009
RWF 000
332,583
30,707
(70,900 )
2007
RWF 000
332,044
69,540
(69,000 )
292,390
332,584
At end of year
284,385
The provision relates to estimated costs for providing healthcare to employees with HIV.
(b) Share based payments Long term incentive plan
As from 1 January 2005 Heineken N.V. established a performance based share plan (Long Term Incentive Plan; LTIP)
for the senior management of Heineken group. The LTIP share rights conditionally awarded to senior management each year are for 25% subject to Heinekens RTSR performance and for 75% subject to internal performance
conditions. At target performance, 100% of the shares will vest. At maximum performance 150% of the shares will
vest.
The performance period for share rights granted in 2007 was from 1 January 2007 to 31 December 2009. The performance period for share rights granted in 2008 was from 1 January 2008 to 31 December 2010. The performance
period for share rights granted in 2009 was from 1 January 2009 to 31 December 2011.
The vesting date for senior management is the later of 1 April and twenty business days, after publication of the
annual results of 2009, 2010 and 2011 respectively.
As Heineken N.V. withholds tax related to vesting on behalf of the individual employees, the amount of Heineken
N.V. shares to be received by the senior management will be net amount.
The terms and conditions of the Heineken N.V share rights granted to senior management is as follows:
Grant date
Number
Share price
Contractual life of rights
2007
1,157
35.199
3 Years
2008
845
17.432
3 Years
2009
2,246
27.215
3 Years
The number and weighted average share price per share is as follows:
2007
Weighted average Share price
Outstanding at I January
18.799
Granted during the year
35.199
Forfeited during the year
-
Exercised
-
Outstanding at end of year
24.621
2008
Weighted average Share price
Outstanding at I January
24.621
Granted during the year
17.432
Forfeited during the year
-
Exercised
-
Outstanding at end of year
30.658
2009
Weighted average Share price
Outstanding at I January
30.658
Granted during the year
27.215
Forfeited during the year
-
Exercised
-
Outstanding at end of year
25.497
Number of shares
1,323
1,157
(625)
-
1,855
Number of share
1,855
845
-
-
-
2,700
Number of shares
2,700
2,246
(1,561)
-
3,385
105
18
Deferred income tax (Group and Company)
Deferred income tax is calculated using the enacted income tax rate of 30%. The movement on the deferred income
tax account is as follows.
2009
2008
2007
RWF 000
RWF 000
RWF 000
At start of year
Charge / (credit) to profit and loss account
(Note 9)
771,934
107,979
213,311
558,623
295,982
(82,671 )
At end of year
879,913
771,934
213,311
Consolidated deferred income tax assets and liabilities, deferred income tax (credit)/charge in the profit and loss account, and deferred income tax charge in equity are attributable to the following items
Year ended 31 December 2007 1.1.2007
Chargedto P/L
RWF000
RWF000
Deferred income tax liabilities
Property, plant and equipment:
427,436
(88,509 )
31.12.2007
RWF000
338,927
295,982
(82,671 )
213,311
31.12.2008
RWF000
31.12.2009
RWF000
106
920,024
(148,090)
771,934
1,039,885
(159,972)
879,913
2010 Prospectus
19
Inventories (Group and Company)
2009
2009
2007
RWF 000
RWF 000
RWF 000
Raw materials
4,966,143
8,044,186
3,787,639
Work in progress
449,071
444,416
221,851
Finished goods
461,849
319,066
328,325
Non returnable packaging materials
892,822
1,200,541
979,048
Other inventory
5,292,051
4,905,517
4,858,235
12,061,936
14,913,726
10,175,098
The cost of inventories recognised as an expense and included in the consolidated cost of sales amounted to RWF
16,840,644 (2008: RWF 15,085,240 and 2007: RWF 12,320,315).
20
Receivables and prepayments (Group and Company)
2008
2009
2008
RWF 000
RWF 000
RWF 000
Trade receivables
1,302,642
1,682,155
846,994
Less: Provision for impairment losses
(151,128)
(151,128)
(151,128)
1,151,514
1,531,027
695,866
Due from related parties
(Note 28)
56,164
42,310
54,715
Prepayments and other receivables
1,378,989
1,254,725
586,865
2,586,667
2,828,062
1,337,446
Notes
21 (continued)
Property and equipment (Group and Company)
21
Property and equipment (Group and Company)
Year ended 31 December 2007:
Land and
Cost
At start of year
Additions
Disposals
RWF000
RWF000
Other
operating
assets
RWF000
1,565,280
73,189
-
7,773,089
236,984
(38,694)
14,017,573
1,741,291
(46,403)
199,954
2,916,823
-
23,555,896
4,968,287
(85,097)
At end of year
1,638,469
7,971,379
15,712,461
3,116,777
28,439,086
Depreciation
At start of year
Charge for the year
On disposals
(1,153,780)
(33,170)
(4,287,580)
(587,610)
38,694
(8,932,005)
(1,558,840)
46,403
(14,373,365)
(2,179,620)
85,097
At end of year
(1,186,950)
(4,836,496)
(10,444,442)
(16,467,888)
451,519
3,134,883
5,268,019
3,116,777
11,971,198
buildings
Plant and
equipment
Work in
Progress
Total
RWF000
RWF000
40
107
Notes (continued)
21
Cost or valuation
At start of year
Additions / transfers
Disposals
RWF000
RWF000
Other
operating
assets
RWF000
1,638,469
912,989
-
7,971,379
4,753,302
-
15,712,461
2,198,596
(37,429)
3,116,777
(2,547,962)
28,439,086
5,316,925
(37,429)
At end of year
2,551,458
12,724,681
17,873,628
568,815
33,718,582
(1,186,950)
(46,230)
(4,836,496)
(507,330)
(10,444,442)
(2,067,790)
37,429
(16,467,888)
(2,621,350)
37,429
(1,233,180)
(5,343,826)
(12,474,803)
(19,051,809)
Depreciation
At start of year
Charge for the year
On disposals
Reporting Accountants Report
At end et
ofLimonaderies
year
Brasseries
du Rwanda Ltd
At 31
December 2008
Notes
(continued)
21
Land and
buildings
Plant and
equipment
Work in
Progress
Total
RWF000
RWF000
1,318,278
7,380,855
5,398,825
568,815
14,666,773
Land and
buildings
Plant and
equipment
Other
operating
assets
RWF000
Work in
Progress
Total
RWF000
RWF000
Cost or valuation
At start of year
Additions
Disposals
RWF000
RWF000
2,551,458
238,946
12,724,681
680,782
17,873,628
4,515,860
(29,596)
568,815
124,666
33,718,582
5,560,254
41
(29,596)
At end of year
2,790,404
13,405,463
22,359,892
693,481
39,249,240
(1,233,180)
(75,358)
(5,343,826)
(731,442)
(12,474,803)
(1,779,648)
29,596
(19,051,809)
(2,586,448)
29,596
(6,075,268)
(14,224,855)
(21,608,661)
7,330,195
8,135,037
693,481
17,640,579
Depreciation
At start of year
Charge for the year
On disposals
(1,308,538)
1,481,866
Notes (continued)
22
Intangible
Assets
(Group
and
Company)
22 Intangible
assets
(Group
and
Company)
2009
RWF000
2008
RWF000
2007
RWF000
187,938
2,389
182,586
5,352
182,586
-
At 31 December
190,327
187,938
182,586
Amortisation
At 1 January
Charge for the year
185,262
3,871
182,586
2,676
182,586
-
At 31 December
189,133
185,262
182,586
1,194
2,676
Cost
At 1 January
Additions
108
Group
2009
2008
2007
RWF000
RWF000
RWF000
42
2323 Investments
Investments
(a) Available for sale financial assets
Group
At cost
Banque Rwandaise de Developement
1,194
2,676
2010 Prospectus
-
2009
2008
2007
RWF000
RWF000
RWF000
9,224
9,224
9,224
The above equity investments are carried at cost less impairment as the directors cannot reliably determine
the fair value due to the absence of a ready market for the shares.
24
24
Cash
cash
equivalents
Cashand
and
Cash
Equivalents
For the purposes of the consolidated cash flow statement, cash and cash equivalents comprise of the
following:
Group
CashAccountants
at bank and in
hand
Reporting
Report
Brasseries
Limonaderies
du Rwanda Ltd
Short et
term
deposits
Notes (continued)
24
2009
RWF 000
2008
RWF 000
2007
RWF 000
569,953
4,324,335
2,251,143
278,040
3,643,127
274,564
4,894,288
2,529,183
3,917,691
Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.
Company
2009
RWF 000
2008
RWF 000
2007
RWF 000
536,625
4,324,335
2,201,815
278,040
43
3,611,799
274,564
4,860,960
2,479,855
3,886,363
For the purposes of the cash flow statement, cash and cash equivalents comprise the following:
2009
RWF 000
Cash and bank balances as above
Bank overdrafts (Note 15)
25
25
2008
RWF 000
2007
RWF 000
4,894,288
(74)
2,529,183
( 1,209,486)
3,917,691
(929,254)
4,894,214
1,319,697
2,988,437
receivables
and Report
prepayments
Reporting
Accountants
inventories
Brasseries
et
Limonaderies
du Rwanda Ltd
payables and accrued expenses
Cash generated from operations
31 Dec 09
RWF 000
31 Dec 08
RWF 000
31 Dec 07
RWF 000
9,678,506
9,185,407
4,788,724
313,050
2,586,448
3,871
229,034
2,621,350
2,676
236,279
2,179,620
-
241,395
2,851,790
1,979,179
(1,490,616)
(4,738,628
3,114,003
17,654,239
8,923,432
303,151
(1,659,483)
3,203,463
9,051,754
Notes (continued)
26
Payablesand
andaccrued
accruedexpenses
Expenses
26 Payables
Group
2009
RWF 000
2008
RWF 000
2007
44
RWF 000
Trade payables
Amounts due to related companies (Note 28)
Returnable packaging liability
Accrued expenses and other payables
6,534,702
1,402,122
7,608,029
2,684,880
8,060,534
1,303,892
6,469,156
433,144
6,690,837
1,119,643
4,070,367
1,256,991
18,229,733
16,271,726
13,137,838
Company
2009
RWF 000
2008
RWF 000
2007
RWF 000
Trade payables
6,437,934
7,965,646
6,598,060
109
18,229,733
16,271,726
13,137,838
Company
2009
RWF 000
2008
RWF 000
2007
RWF 000
Trade payables
Amounts due to related companies (Note 28)
Returnable packaging liability
Accrued expenses and other payables
6,437,934
1,402,122
7,608,029
2,613,884
7,965,646
1,303,892
6,469,156
365,759
6,598,060
1,119,643
4,070,367
1,184,126
18,061,969
16,104,453
12,972,196
27
Investment
Subsidiaries
and
Joint
Venture
cost)
27 Investment
inin
subsidiaries
and
joint
venture
(at (at
cost)
The Companys interest in the following companies, both of which are unlisted and have the same year
end as the company and are incorporated in Rwanda were as follows:
% interest
Held
Cogelgas
Bramin
Reporting Accountants Report
Brasseries et Limonaderies du Rwanda Ltd
Less: Impairment allowance
62%
50%
2009
RWF 000
2008
RWF 000
179,861
2,000
179,861
18,000
2007
RWF 000
179,861
-
181,861
197,861
179,861
Appendix
1: Unaudited
financial
information
(179,861)
(179,861
)
(179,861 )
Notes (continued)
2,000
18,000
2828 Related
Related Party
party Transactions
transactions
The group is controlled by Heineken incorporated in Netherlands. The ultimate parent of the Group is
Heineken Holdings Limited, a group also incorporated in Netherlands. There are other companies
which are related to BRALIRWA through common shareholdings or common directorships.
The following transactions were carried out with related parties:
i)i)Purchase
and
services
Purchaseofofgoods
goods
and
services
Heineken International
Other related parties
2009
RWF 000
2008
RWF 000
2007
RWF 000
959,500
4,686,804
963,600
5,916,300
1,066,933
6,378,800
5,646,304
6,879,900
7,445,733
46,002
5,556
42,310
-
15,570
39,145
-
110
5,646,304
6,879,900
7,445,733
2010 Prospectus
Outstandingbalances
balances
withrelated
relatedparties
parties
ii)ii)Outstanding
with
(a) Receivable from:
Reporting
Accountants
Ibecor
(Belgium) Report
Brasseries
et
du Rwanda
Ltd
BralimaLimonaderies
(Democratic Republic
of Congo)
Brasserie Sierra Leonne
Heineken Slovensko
15,570
46,002
42,310
39,145
Appendix 1: Unaudited
financial- information 5,556
4,606
-
Notes (continued)
56,164
42,310
54,715
2009
RWF 000
2008
RWF 000
2007
RWF 000
54,564
282,080
434,283
25,790
481,158
74,442
1,509
48,296
-
109,595
296,305
386,877
15,071
364,255
52,152
3,420
33,683
42,534
1,402,122
1,303,892
1,119,643
595,000
71,153
178,322
239,490
15,40046
587,689
4,641
3,344
19,604
The amount due to Heineken is an unsecured loan that has no defined repayment period and no
interest is charged on it.
iii)
iii) Key
Keymanagement
management compensation
compensation
Salaries and other short-term employment benefits
Post-employment benefits
2009
RWF 000
2008
RWF 000
2007
RWF 000
640,136
-
709,558
-
809,982
-
640,136
709,558
809,982
8,880
8,880
8,880
iv)
iv) Directors
Directors renumeration
remuneration
- fees for services as a director
- o0o - -
47
111
Company
2009
RWF 000
2008
RWF 000
2007
RWF 000
6,329,676
5,104,025
2,986,336
(107,979)
359,231
8,005
6,588,933
(558,622)
1,896,680
(30,707)
6,411,376
82,671
(335,000)
(19,538)
2,714,469
2009
RWF 000
2008
RWF 000
2007
RWF 000
6,330,166
5,105,656
2,990,046
(107,979)
359,231
8,005
6,589,423
(558,622)
1,896,680
(30,707)
6,413,007
82,671
(335,000)
(19,538)
2,718,179
48
112
2010 Prospectus
Company
2009
RWF 000
2008
RWF 000
2007
RWF 000
12,746,900
11,563,185
8,592,498
2,113,676
(107,979)
399,536
8,005
766,020
(558,622)
1,936,986
(30,707)
1,037,887
82,671
(335,000)
(19,538)
15,160,138
13,676,862
9,358,518
2009
RWF 000
2008
RWF 000
2007
RWF 000
12,883,335
11,699,130
8,726,812
2,113,676
(107,979)
399,536
8,005
15,296,573
766,020
(558,622)
1,936,986
(30,707)
13,812,807
1,037,887
82,671
(335,000)
(19,538)
9,492,832
49
113
APPENDIX-III
114
2010 Prospectus
11 November 2010
Subject: Compilation report on the financial information of BRALIRWA Limited as at 30 June 2010
Dear Madam
On the basis of information provided by management we have compiled, in accordance with the International
Standard on Related Services applicable to compilation engagements, the balance sheet, income statement and
statement of changes in equity of BRALIRWA Limited for the 6 months ended 30 June 2010 (together the financial
information). The financial information has been compiled from the unaudited management accounts of the
company.
The Directors of BRALIRWA are responsible for the financial information. We have not audited the financial information and accordingly express no assurance thereon.
Consent
We as Reporting Accountants confirm that we have given, and have not, prior to the date of the Prospectus, withdrawn our written consent to the inclusion of this Report in the form and context in which it appears.
For PricewaterhouseCoopers Rwanda Limited
APPENDIX III
115
Income statement
6 month period ended 30 June 2010
RWF 000
Revenue
23,130,487
Cost of sales
(13,068,866)
Gross profit
10,061,621
Other income
2,420,420
Distribution costs
(2,681,470)
Administrative expenses
(3,826,195)
Finance costs
(83,650)
Profit before income tax
5,890,726
Income tax expense
(2,071,215)
Profit for the period
3,819,511
Other comprehensive income
Total comprehensive income for the period
3,819,511
Balance sheet
30 June 2010
RWF 000
Share capital
385,714
Share premium
84,857
Other reserves
690,724
Retained earnings
11,624,621
Shareholders equity
12,785,916
Non-current liabilities
Borrowings
22,829
Deferred Income
65,345
Provisions
552,437
Share based payments
134,386
Deferred income tax liabilities
925,669
1,700,666
14,486,582
Non-current assets
Property, plant and equipment
18,384,902
Intangible assets
14,160
Investment in subsidiaries
2,000
Investment in associates
96,000
Available for sale financial assets
9,224
18,506,286
Current assets
Inventories
10,379,176
Receivables and prepayments
5,543,785
Cash and cash equivalents
4,072,421
19,995,382
Current liabilities
Payables and accrued expenses
18,875,192
Income tax liability
1,438,027
Dividends payable
3,330,166
Current borrowings
371,701
24,015,086
Net current (liabilities) / assets
(4,019,704)
Net assets
14,486,582
116
2010 Prospectus
Statement
ofof
changes
in equity
Statement
changes
in equity
Share
capital
Share
premium
Other
reserves
Retained
earnings
RWF 000
RWF 000
RWF 000
RWF 000
Shareholders
equity
RWF 000
385,714
84,857
690,724 14,135,276
15,296,571
3,819,511
-
3,819,511
-
3,819,511
3,819,511
(6,330,166) (6,330,166)
(6,330,166) (6,330,166)
385,714
84,857
Notes
6 month period ended 30 June 2010
At start of period
Comprehensive income for the period
At 30 June 2010
690,724 11,624,621
12,785,916
117
APPENDIX-IV
REPORTING ACCOUNTANTS REPORT ON
PROFIT FORECAST
114
2010 Prospectus
The Permanent Secretary and Secretary to the Treasury
Ministry of Finance and Economic Planning
Rwanda
11 November 2010
Report on the 2010 and 2011 forecast financial performance BRALIRWA Initial Public Offer
Dear Madam
We have examined the forecast financial performance (the forecast) for Brasseries et Limonaderies du Rwanda Limited (BRALIRWA or the company) set out in Appendix 1, in accordance with the International Standard on Assurance Engagements applicable to the examination of prospective financial information (ISAE 3400 - The Examination
of Prospective Financial Information).
The forecast has been prepared for the purposes of inclusion in the BRALIRWA Prospectus to be issued to support the
listing and sale of the companys shares.
Responsibilities of the directors
The Board of Directors are responsible for the forecast including the assumptions set out in Appendix 1 on which it
is based.
Our responsibilities
Our responsibilities are detailed in our contract of engagement dated 6 April 2010. The objective of the engagement
was to enable us to state whether, on the basis of carrying out certain review procedures, anything has come to our
attention that causes us to believe that the forecast was not prepared, in all material respects, in accordance with
the disclosed assumptions and whether anything has come to our attention which causes us to believe that these
assumptions do not provide a reasonable basis for the forecast.
Review conclusion
Based on our examination of the evidence supporting the assumptions, nothing has come to our attention which
causes us to believe that these assumptions do not provide a reasonable basis for the forecast. Further, in our opinion
the forecast is properly prepared on the basis of the assumptions.
Cautionary statement
Actual results are likely to be different from the forecast since anticipated events frequently do not occur as expected
and the variation may be material.
119
APPENDIX IV
Consent
We as Reporting Accountants confirm that we have given, and have not, prior to the date of the Prospectus, withdrawn our written consent to the inclusion of this Report in the form and context in which it appears.
For PricewaterhouseCoopers Rwanda Limited
Profit Forecast
The profit forecast below excludes the results of the companys subsidiary and joint venture interests, Cogelgas and
Bramin, which are not material to the companys operations.
2010 RwF millions
77,391
83,196
Net Revenue
55,487
59,673
Gross Profit
32,216
35,005
(17,936)
(19,726)
EBITDA
15,842
17,346
EBIT
12,528
13,190
Tax
(4,385)
(4,221)
8,143
8,969
In preparing the profit forecast, the company has used the following assumptions:
Macro-economic environment
2010
2011
GDP growth
7%
Inflation
8%
7%
8%
10,461
10,785
787
810
595
648
Population
2010
2011
10%
1,369,399
2011
91.5%
1,353,469
4%
94%
1,300,000
7%
8%
1,478,631
Commentary on assumptions
These 2010 and 2011 projections were prepared by management in September 2010.
The 2010 projected financial performance is based on the companys actual performance as at June 2010 together
with estimates for the six month period ending December 2010 based on managements projections from their
knowledge of the Companys sales trends.
For 2011, the following assumptions have been applied:
1.
2.
3.
4.
5.
6.
The growth in the companys sales volume will be in line with GDP growth and effected by loss in market share (due to
new entrants).
The company plans to review its selling prices in 2011.
Variable expenses will increase with the increase in inflation.
Fixed expenses will be affected by inflation in Rwanda and also the depreciation of the Rwanda Franc.
Effective income tax rate of 32% in 2011.
The company plans to incur capital expenditure of about RwF 16 billion in 2011 for investments in capacity expansion,
returnable bottles, commerce and information technology. These investments are yet to be approved by the BRALIRWA
board of directors.
These projections were approved by the BRALIRWA Board of directors on 11 November 2010 and signed on behalf
of the Board by:
DIRECTOR, BRALIRWA LTD
120
2010 Prospectus
APPENDIX-V
EXTRACTS FROM THE ARTICLES
The share capital of the Company at the date of adoption of the Articles was divided into 102,857 issued ordinary
shares.
ii. In accordance with and as amended by the Articles each issued ordinary share in the capital of the Company shall
confer on the shareholder:
the right to one vote on a poll at a meeting of the Company on any resolution;
the right to an equal share in the total amount of dividends authorised by the Board for payment to shareholders;
the right to an equal share in the distribution of the total amount of surplus assets of the Company to the extent
returned to shareholders; and
the right to receive an equal share in the capital of the Company to the extent returned to shareholders (at the
date of adoption of the Articles being an amount equal to a share of 1/102,857 to the total capital).
iii. The liability of the shareholders is limited to the amount, if any, unpaid on the shares held by them and any liability to
repay a distribution received by the shareholder to the extent that the distribution is properly recoverable
Any share in the Company may be issued with or have attached to them such preferred, deferred or other special
rights, conditions or restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Board may
determine and such rights and obligations shall not be subject to an ordinary resolution of the shareholders.
The Company may issue shares which are to be redeemed or are liable to be redeemed at the option of the Company
or of the shareholder and the Board may determine the terms, conditions and manner of redemption of any such
shares and such rights and obligations shall not be subject to an ordinary resolution of the shareholders.
3
Authority of Board to Allot and Issue Shares
In relation to the issue by the Company for cash of shares which rank equally with or in priority to the existing shares
of the Company as to voting or distribution rights:
the Board shall procure that those shares shall be offered first to the holders of such existing shares in proportion to
the nominal value of those shares held by each of the holders and otherwise on such terms and conditions as the
Board shall determine; and
ii. if and to the extent such offer is not accepted or the period during which any such offer is open for acceptance has
expired the Board shall then procure those non accepted shares shall then be offered to the holders of such existing
shares who accepted the first offer in proportion to the nominal value of those shares held by each of such holders and
otherwise on such terms and conditions as the Board shall determine; and
iii. if and to the extent such offer is not accepted or the period during which any such offer is open for acceptance has
expired the Board is thereafter generally and unconditionally authorised to allot and issue or grant options over, offer
or otherwise deal with or dispose of any such shares in the capital of the Company or right to subscribe for or convert
any security into such shares to such persons, at such times and for such consideration and generally on such terms
and conditions as it may determine,
iv. provided that the Company may by special resolution disapply the pre-emption provisions in respect of any such issue
otherwise required pursuant to the Articles as aforesaid or the Statutes either in full or for a limited amount of shares
and for a limited period of time.
APPENDIX V
i.
4
Purchase of Own Shares
Subject to the Articles and to any rights attaching to any class of shares, the Company may give financial assistance
(which shall include a loan, guarantee or any other related transaction) for the acquisition of shares in the Company
and may purchase its own shares (including any redeemable shares) or enter into such agreement in relation to the
purchase of its own shares on such terms and in such manner as may be determined by the Board.
122
2010 Prospectus
ii.
The rights attached to any class of shares may be modified, varied or abrogated:
in such manner (if any) as may be provided by those rights; or
in the absence of any such provision, either with the consent in writing of the holders of at least three quarters
in nominal value of the issued shares of the class or with the sanction of a special resolution passed at a separate
meeting of the holders of that class,
so that, for the avoidance of doubt, such consent shall bind the holders of all shares of that class and any holder
who did not consent to or cast any votes in favour of the resolution for the variation shall have no further rights
including to apply to Court for any order or to require the Company to purchase his shares.
The rights attached to any class of share are not, unless otherwise expressly provided by the Articles or in the rights
attaching to the shares of that class, deemed to be modified, varied or abrogated by the creation or issue of further
shares ranking pari passu (save as to the date from which such further shares shall rank for dividend) with every other
share of that class or subsequent to them or by the purchase or redemption by the Company of its own shares in accordance with the Articles.
Class Meetings
i.
A separate meeting for the holders of a class of shares shall be convened and conducted as nearly as possible in the
same way as a special meeting.
ii. The necessary quorum at the first convened class meeting is one person, present in person or by proxy or by a duly
authorised representative of a corporation, holding or representing at least 33 per cent in nominal value of the capital
paid up on the issued shares of the class.
iii. The necessary quorum at an adjourned class meeting is one person holding shares of the class in question present in
person or by proxy or by a duly authorised representative of a corporation holding or representing at least 20 per cent
in nominal value of the capital paid up on the issued shares of the class.
iv. Any holder of shares of the class in question present in person or by proxy or by a duly authorised representative of a
corporation shall be entitled on a poll to one vote for every share of that class of which he is the holder.
v. No shareholder, other than a Director, is entitled to notice of a separate class meeting or to attend unless he is a holder
of shares of that class and no vote may be given except in respect of a share of that class.
7
Fractions
If, as the result of consolidation and division or sub-division of shares, shareholders become entitled to fractions of
a share, the Board may on behalf of the shareholders deal with the fractions as it thinks fit. In particular, the Board
may:
i.
ii.
sell fractions of a share to a person for the best price reasonably obtainable and distribute the net proceeds of sale in
due proportion amongst the persons entitled. The Board may authorise a person to execute an instrument of transfer
of shares to, or in accordance with the directions of, the purchaser and may cause the name of the purchaser or transferee to be entered in the Register as the holder of the shares; or
issue to a shareholder credited as fully paid up by way of capitalisation the minimum number of shares required to
round up his holding of shares to a number which, following consolidation and division or sub-division, leaves a whole
number of shares (such issue being deemed to have been effected immediately before consolidation or sub division,
as the case may be).
Calls on Shares
8
Calls on Shares
i.
123
APPENDIX V
The Board may make such calls upon the shareholders in respect of any moneys unpaid on their shares as it thinks
fit and each shareholder shall pay the amount of every call so made upon his shares to the Company at the time and
place so specified.
ii. A person on whom a call is made remains liable to pay the amount called despite the subsequent transfer of the share
in respect of which the call is made.
iii. If any amount in respect of any call or instalment of a call is not paid on or before the day appointed for payment, the
person from whom the amount of the call or instalment is due shall pay interest from day to day on such amount at
such rate as may be prescribed legally by the Board from and including that date until but excluding the date of actual
payment and all costs, charges and expenses that may have been incurred by reason of such non-payment.
iv. Any amount which by the terms of allotment of a share is made payable upon allotment or at any fixed date whether
on account of the nominal amount of the share or premium for all purposes of the Articles is deemed to be a call duly
made, notified and payable on the date fixed for payment and, in case of non-payment, the provisions of the Articles
as to payment of interest and expenses, forfeiture or otherwise shall apply as if such amount were a call duly made
and notified.
Forfeiture
9
Forfeiture of Shares
i.
If a shareholder fails to pay in full any call or instalment of a call on or before the day appointed for payment, the
Board may send a notice to him or to a person entitled by transmission to the share in respect of which the call was
made requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have
accrued and all costs, charges and expenses incurred by the Company by reason of such non-payment.
ii. The notice shall name a further day on or before which, and the place where, the payment is to be made and shall
state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.
iii. If the notice is not complied with, any share in respect of which it has been given may, at any time before payment
required by the notice has been made, be forfeited by a resolution of the Board. Such forfeiture shall include all dividends declared or other amounts payable in respect of the forfeited share and not actually paid before forfeiture.
iv. When a share has been forfeited, the Company shall send notice of the forfeiture to the person who was before
forfeiture the holder of the share or the person entitled by transmission to the share. An entry of the fact and date
of forfeiture shall be made in the Register. No forfeiture is invalidated by an omission to send such notice or to make
those entries.
v. A forfeited share and all rights attaching to it shall become the property of the Company and:
the Board shall procure that any forfeited shares shall be offered first to the holders of such existing shares in
proportion to the nominal value of those shares held by each of the holders and otherwise on such terms and
conditions as the Board shall determine; and
if and to the extent such offer is not accepted or the period during which any such offer is open for acceptance
has expired the Board shall then procure those non accepted shares shall then be offered to the holders of such
existing shares who accepted the first offer in proportion to the nominal value of those shares held by each of
such holders and otherwise on such terms and conditions as the Board shall determine; and
if and to the extent such offer is not accepted or the period during which any such offer is open for acceptance
has expired the Board is thereafter generally and unconditionally authorised to sell, re-allot or otherwise dispose
of such shares to any other person on such terms and in such manner as the Board shall think fit.
vi. At any time before a sale, re-allotment or disposal of a forfeited share, the forfeiture may be cancelled on such terms
as the Board may think fit. Where a forfeited share is to be transferred to any person the Board may authorise some
person to execute an instrument of transfer of a forfeited share to the transferee. The Company may receive the consideration (if any) for the share on its disposal and may register the transferee as the holder of the share.
vii. A shareholder whose shares have been forfeited shall cease to be a shareholder in respect of such shares and shall
surrender to the Company the certificate for the forfeited shares. The person to whom the forfeited shares are disposed of shall be registered as the holder of the shares.
Transfer of Shares
10
Form of Transfer
Any shareholder may transfer all or any of his shares by instrument of transfer in such form as may be required by
the Statutes or, if not so required, as the Board may approve and the instrument must be executed both (1) by or on
behalf of the transferor and (2) by or on behalf of the transferee.
11
The Board shall refuse to register a transfer of a share if the instrument of transfer:
is in respect of more than one class of shares;
s in favour of more than one transferee per holding of shares;
is in favour of a minor, infant, bankrupt or person with mental disorder;
is not lodged at the Office or such other place as the Board may decide; and
is not accompanied by the certificate for the shares to which it relates and such other evidence (if any) as the
Board may reasonably require to prove the title of the transferor and the due execution by him of the transfer.
ii. The Board may in its absolute discretion and without assigning any reasons therefore, refuse to register any transfer
of a certificated share which is not fully paid.
iii. If the Board refuses to register a transfer of any share it shall as soon as practicable and in any event within 30 days after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal together
with reasons for the refusal.
12
Register of Shareholders
i.
124
The Company shall maintain the Register which shall record the shares and the holders of the shares. Without prejudice to the format determined in accordance with the Statutes the Register shall contain:
the precise description of the holders of the shares;
2010 Prospectus
the number of shares held by each shareholder;
the date and the amount of the effected payments in respect of the shares;
the restrictions (if any) concerning the transfer of the shares; and
the date of the transfer or conversions of the shares.
ii. The Company shall treat as a shareholder only one person as a holder of each share being the person inscribed in
the Register as the shareholder and holdings of shares by more than one person or other joint holders will not be
registered. The person so registered shall be the only person recognised by the Company as being entitled to:
exercise the right to vote attaching to each share;
receive notices in accordance with the Articles;
receive a distribution in respect of each share in accordance with the Articles; and,
exercise the other rights and powers attaching to each share in accordance with the Articles.
iii. The transferor is deemed to remain the holder of the share until the name of the transferee is entered in the Register
in respect of it.
iv. The Company shall be entitled to suspend the registration of transfers of shares in the Register at such times and for
such periods as the Directors may from time to time determine, provided always that such registration shall not be
suspended for more than 30 days in a calendar year.
Share Certificates
13
A shareholder is entitled to receive one certificate for all the shares of each class registered in his name. Where part
of the shares is transferred, the shareholder transferring is entitled to a certificate for his retained holding.
ii. Every certificate shall be issued with such other form of authentication as the Board may determine having regard
to the terms of issue and shall specify the number, class and distinguishing numbers (if any) of the shares to which it
relates and the amount paid up on them.
iii. No shareholder shall be entitled to more than one certificate in respect of any one share held by him.
Transmission of Shares
14
On Death
i.
ii.
If a shareholder dies, the survivor and the executors or administrators of the deceased shall be the only persons recognised by the Company as having any title to his interest in the shares. Nothing in the Articles releases the estate of
a deceased holder from any liability in respect of any share held by him.
Any person becoming entitled by transmission to a share may, upon such evidence as to title being provided as the
Board may require, elect either to be registered himself as holder of the share or have a person nominated by him
registered as holder. All the Articles relating to the transfer of shares apply to any such election as if the death or
bankruptcy or other event giving rise to transmission had not occurred and the election was a transfer by the shareholder
Meetings
15
Annual Meeting
i.
ii.
The Board shall direct the Chairman of the Board or, in his absence, the Deputy Chairman of the Board to convene an
annual meeting of the Company each year (in addition to any other meetings which may be held in that year):
not later than 6 months after 31 December;
not later than 15 months after the previous annual meeting; and
otherwise at such time and place as the Board shall decide.
Such meeting shall be specified as the annual meeting in the notice calling it and the business to be transacted (unless otherwise determined by the Board) shall deal with:
the consideration and approval of the financial statements;
the consideration and approval of the Auditors report;
the consideration and approval of the annual report;
the appointment or reappointment of any Directors;
the appointment or reappointment of any Auditor; and
any other issues as may be deemed necessary by the Board.
125
16
The Board may direct the Chairman of the Board or, in his absence, the Deputy Chairman of the Board to convene
special meetings of shareholders entitled to vote on an issue put before the meeting.
ii. The Board shall direct the Chairman of the Board or, in his absence, the Deputy Chairman of the Board to convene a
special meeting on receipt of a written request of shareholders holding shares carrying at least 50 per cent of the voting rights.
iii. If at any time there are not sufficient Directors capable of acting to form a quorum of the Board, any Director may
convene a special meeting
17
An annual meeting and all other special meetings of the Company shall be called by at least 30 clear days notice (in
the case of an annual meeting) and 14 clear days notice (in the case of a special meeting).
ii. Notice shall be given to such shareholders as are, under the Articles, or the terms of issue of shares, entitled to receive
such notices from the Company and to the Directors.
iii. Every notice of meeting shall specify the place, date and time of the meeting and the general nature of the business
to be transacted and, if a meeting is convened to pass a special resolution, the intention to propose the resolution as
a special resolution.
iv. The omission to send notice of any meeting or, in cases where it is sent out with the notice, an invitation to appoint
a proxy, to, or the failure to send either due to circumstances beyond the Companys control to, or the non-receipt of
either by, any person entitled to receive notice does not invalidate any resolution passed or proceedings held at that
meeting.
Proceedings at Meetings
18
Resolutions
i.
126
2010 Prospectus
19
Quorum
i.
No business shall be transacted at any annual or special meeting unless a quorum is present when the meeting proceeds to business.
ii. The necessary quorum at the first convened meeting is one person, present in person or by proxy or by a duly authorised representative of a corporation, holding or representing at least 50 per cent in nominal value of the capital paid
up on the issued shares.
iii. If within 15 minutes from the time fixed for the start of the annual or a special meeting a quorum is not present, or
if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to such time and place as the
chairman of the meeting may decide.
iv. The necessary quorum at an adjourned meeting is one person holding shares, present in person or by proxy or by a
duly authorised representative of a corporation, holding or representing at least 20 per cent in nominal value of the
capital paid up on the issued shares.
v. At an adjourned meeting if a quorum is not present within 15 minutes from the time fixed for the start of the meeting
or if during the adjourned meeting a quorum ceases to be present the adjourned meeting shall be dissolved.
20
Chairman
The Chairman of the Board or, in his absence, the Deputy Chairman must be present and shall preside at every annual or special meeting.
21
Adjourned Meetings
i.
The Chairman or, in his absence, the Deputy Chairman may, with the consent of the meeting at which a quorum is
present (and shall, if so directed by a resolution passed by the meeting) adjourn any meeting from time to time and
from place to place or for an indefinite period.
ii. The Chairman or, in his absence, the Deputy Chairman may, without the consent of the meeting, interrupt or adjourn
a meeting from time to time and from place to place or for an indefinite period if he decides that it has become necessary to do so in order to ensure that the business of the meeting is properly dealt with.
iii. Whenever a meeting is adjourned for 14 days or more or for an indefinite period, at least seven clear days notice,
specifying the place, date and time of the adjourned meeting shall be given as in the case of an original meeting and
the general nature of the business to be transacted.
iv. Except in the circumstances otherwise set out in the Articles, no shareholder shall be entitled to any notice of an
adjournment or of the business to be transacted at an adjourned meeting. No business shall be transacted at any
adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.
Voting
22
Method of Voting
i.
23
At any meeting, a resolution put to the vote of the meeting shall be decided on a poll only and not on a show of hands
or otherwise. Such a poll shall be demanded by:
the Chairman or, in his absence, the Deputy Chairman; or (failing him)
any one of the other Directors; or (failing any one of them)
any one of the shareholders present in person or by proxy or by duly authorised representative and representing
in aggregate not less than 10 per cent in nominal value of the capital paid up on the issued shares.
Procedure on Poll
i.
ii.
poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall
be taken at such time and place and in such manner as the Chairman or, in his absence, the Deputy Chairman directs
and the result of the poll is deemed to be the resolution of the meeting at which the poll is demanded. No notice need
be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting
at which it is demanded.
If a poll is properly demanded, it shall be taken in such manner as the Chairman or, in his absence, the Deputy Chairman directs. He may appoint scrutineers or scrutinisers, who need not be shareholders, and may fix a time and place
for declaring the result of the poll. The result of the poll is deemed to be the resolution of the meeting at which the
poll is demanded.
127
24
Objection to and Error in Voting
Any objection raised to the qualification of any voter, or to the counting of or failure to count any vote, does not
invalidate the decision of the meeting on any resolution unless it is raised at the meeting or adjourned meeting at
which the vote objected to is tendered or at which the error occurs. Any objection or error raised in due time shall be
referred to the Chairman or, in his absence, the Deputy Chairman and only invalidates the decision of the meeting on
any resolution if he decides that the same is of sufficient magnitude to affect the decision of the meeting. His decision
on such matters is final and conclusive.
25
Votes of Shareholders
Subject to any special terms as to voting upon which any share may be issued, or may be held, on a poll every shareholder present in person or by proxy or by duly authorised representative and entitled to vote has one vote for every
share of which he is the holder.
26
Restriction on Voting Rights
No shareholder is entitled to be present or to be counted in the quorum or vote, either in person or by proxy or by
duly authorised representative, at any annual or special meeting or at any separate meeting of the holders of a class
of shares or to exercise other rights conferred by being a shareholder in relation to the meeting or poll, unless all calls
or other moneys due and payable in respect of the shareholders share or shares have been paid.
27
Voting by Proxy
i.
A proxy need not be a shareholder and a shareholder may appoint one or more than one person to act as his proxy to
exercise all or any of his rights to attend and to speak and vote at a meeting of the Company. References in the Articles
to the appointment of a proxy include references to the appointment of multiple proxies.
ii. On a poll votes may be given in person or by proxy or by duly authorised representative and a shareholder entitled
to more than one vote need not, if he votes, use all of his votes or cast all the votes he uses in the same way. The appointment of a proxy does not prevent a shareholder from attending in person at the meeting or an adjournment or
voting on a poll.
iii. The appointment of a proxy is (unless the contrary is stated in it) valid for an adjournment of the meeting as well as
for the meeting or meetings to which it relates. The appointment of a proxy is valid for 12 months following the date
of execution unless terminated earlier.
28
Execution of Proxy
The appointment of a proxy shall be in any such form as the Board may approve executed by the appointer or his attorney who is authorised so to execute, or if the appointer is a corporation, signed by an officer of the corporation or
an attorney or other person authorised so to sign.
29
Proxy Valid Though Authority Revoked
A vote given or poll demanded by a proxy or authorised representative of a company is valid notwithstanding termination of his authority unless notice of the termination is received at the Companys Registered Office at least
24 hours before the time fixed for holding the meeting or adjourned meeting at which the vote is given or the poll
demanded.
30
Proxy Can Demand A Poll
The appointment of a proxy is deemed also to confer authority to demand or join in demanding a poll and to vote on
a resolution or other business which may properly come before the meeting or meetings for which it is given as the
proxy thinks fit.
31
ii.
128
The appointment of a proxy and the power of attorney or other authority, if any, under which it is executed, shall be
received at such place as may be specified for that purpose in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting or if no place is so specified at the Companys
Registered Office not less than 48 hours before the time fixed for holding the meeting or adjourned meeting.
The appointment of a proxy not delivered or received in accordance with this Article is invalid. The Board may specify
in the notice convening the meeting that in determining the time for receipt of proxies under this Article, no account
shall be taken of any part of a day that is not a working day.
2010 Prospectus
32
Company Acting by Authorised Representative
A company or corporation which is a shareholder may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at any meeting of the Company or at any separate meeting of the holders of a class of shares. That company is, for the purposes of the Articles, treated as being
present in person at a meeting if a person or persons so authorised is present. All references to attending and voting
in person shall be construed accordingly.
Appointment of Directors
33
Number of Directors
Subject always to Article 90 below unless and until otherwise determined by the Company by ordinary resolution the
number of Directors is subject to a maximum of five persons. In any case the number of Directors must not be fewer
than three persons and one of the Directors must be resident in Rwanda if and to the extent required in accordance
with the Statutes.
34
ii.
Removal of Directors
35
ii.
36
Each Director shall retire from office at the third annual meeting after that at which he was last elected provided that
in respect of the first three annual meetings held after adoption of these Articles the Directors who shall retire from
office shall be those determined by the Board.
ii. The Directors to retire by rotation at the annual meeting in every year shall be in addition to any Director who wishes
to retire and not to offer himself for reappointment and any Director to retire under Article 37.
iii. A Director who retires at an annual meeting, whether by rotation or otherwise, may, if willing to act, be reappointed.
If he is not reappointed or deemed reappointed, he may retain office until the meeting appoints someone in his place
or, if it does not do so, until the end of the meeting.
37
No Share Qualification
A Director shall not require a share qualification, but shall (whether he holds shares or not) be entitled to attend and
speak at any meeting of, or at any separate meeting of the holders of any class of shares in, the Company.
129
ii.
Subject to the Articles and to any resolutions passed by the Company in general meeting, the business of the Company shall be managed by the Board, which may exercise all the powers of the Company and, subject thereto, the
Board shall have all the powers necessary for managing and for directing and supervising the management of the
business and affairs of the Company.
No alteration of the Articles and no resolution passed by the Company in general meeting invalidates any prior act of
the Board which would have been valid if the alteration or direction had not been made. The general powers given by
this Article shall not be limited by any special authority or power given to the Directors by any other Article.
39
Delegation of Committees
The Board may delegate any of the powers, authorities and discretions exercisable by the Board for such time and
on such terms and conditions as it thinks fit to a committee consisting of one or more Directors and (if it thinks fit)
one or more other persons. The Board may grant the power to sub delegate, may revoke or alter the terms and
conditions of the delegation or discharge the committee in whole or in part and may retain or exclude the right of
the Board to exercise the delegated powers, authorities or discretions collaterally with the committee. Where the
Articles refer to the exercise of a power, authority or discretion by the Board and that power, authority or discretion
has been delegated by the Board to a committee; those Articles shall be construed as permitting the exercise of the
power, authority or discretion by the committee.
40
Power of Attorney
The Board may by power of attorney or otherwise appoint any company, firm or person to be the agent or attorney
of the Company and may delegate to that company, firm or person any of the powers, authorities and discretions
exercisable by the Board for such purposes and for such time and on such terms and conditions as it thinks fit. The
Board may grant the power to sub delegate, may revoke or alter the terms and conditions of the appointment or
delegation and may retain or exclude the right of the Board to exercise the delegated powers, authorities or discretions collaterally with the attorney or agent.
41
Based on the proposal of the majority shareholder, the Board shall from time to time appoint a Managing Director or
a General Manager on such terms as they think fit. The Board may decide the period for which he is to hold office and
may at any time remove him from such position.
ii. The Managing Director, so long as he shall hold office, shall be appointed to the Board but the General Manager, so
long as he shall hold office, shall not be appointed to the Board.
iii. Subject to the Articles, the Board may entrust to and confer upon the Managing Director or the General Manager any
of the powers exercisable by them (other than the powers to deal with the shares of the Company) upon such terms
and with such restrictions as they may think fit and may from time to time revoke, withdraw, alter or vary all or any
of such powers.
iv. Save with the prior approval of the Board, the Managing Director or the General Manager shall not on behalf of the
Company:
change the nature or scope of the Companys business as carried on from time to time in any material way or
discontinue such business (except where it is insolvent) or commence any new business (not being ancillary or
incidental to the Companys business);
acquire or make any investment in another company or business or incorporate or set up any Subsidiary;
conclude any contract, transaction or arrangements with any person (including any Director or shareholder or
with any associate of any Director or shareholder) other than in accordance and subject to the limits imposed by
the Board from time to time;
sell, transfer, lease, license, or in any way dispose of its business or undertaking or any part of it or interest in it
otherwise than in ordinary course of its business;
give any guarantee, indemnity, letter of comfort or security in respect of the obligations of any other person;
create or allow to subsist any security interest over any of the Companys assets;
pay any remuneration or expenses to any person other than as appropriate for work done or services provided
and/or as proper remuneration for expenses incurred in connection with the business of the Company; or
enter into any contracts, transactions or arrangements expressly requiring approval in accordance with the Articles which shall not be concluded by him unless so approved
130
2010 Prospectus
42
The Board may exercise all the powers of the Company to borrow money for such purposes and on such terms as it
thinks fit.
ii. The Board may exercise all the powers of the Company to mortgage or charge all or part of the Companys undertaking, property and assets, both present and future, including uncalled capital and may issue or sell any bonds, loan
notes, debentures and other securities for such purposes and on such terms as it thinks fit and whether outright or as
collateral security for a debt, liability or obligation of the Company or a third party.
iii. The Board may entrust to and confer upon the Managing Director or the General Manager any of the powers exercisable by them to borrow money upon such terms and with such restrictions as they may think fit and may from time to
time revoke, withdraw, alter or vary all or any of such powers.
Dividends
43
Record Dates
Notwithstanding any other Article and the Statutes (but subject to any preferential or other special rights attached
to shares), the Board may fix any date as the record date for a dividend, distribution, allotment or issue. The record
date may be on or at any time within six months before or after a date on which the dividend, distribution, allotment
or issue is declared, made or paid.
44
Entitlement to Dividends
Except as otherwise provided by the rights attaching to shares, all dividends shall be declared and paid according to
the amounts paid up on the shares in respect of which the dividend is declared and paid. Dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in
respect of which the dividend is paid. If any share is issued on terms that it shall rank for dividend as from a particular
date then it shall rank for dividend as from that date. No amount paid up on a share in advance of the date on which
a call is payable may be treated as paid up for the purpose of this Article.
45
Declaration of Dividends
The Company may by ordinary resolution declare a dividend to be paid to the shareholders according to their respective rights and interests. No dividend shall exceed the amount recommended by the Board.
46
Interim Dividends
The Board may in its absolute discretion declare and pay to the shareholders such interim dividends (including a
dividend payable at a fixed rate) as appear to the Board to be justified by the profits of the Company available for
distribution and the Companys financial and trading position.
47
Payment of Dividends in Kind
The Board may, with the prior authority of an ordinary resolution of the Company, direct that dividends may be
satisfied in whole or in part by the distribution of specific assets including paid up shares, debentures or other securities of any other company. The Board may make all such valuations, adjustments and arrangements and issue all
certificates or documents of title as may seem to it to be expedient with a view to facilitating the distribution and
may vest assets in trustees on trust for the persons entitled to the dividend as may seem to the Board to be expedient. Where any difficulty arises in respect of such distribution, the Board may settle it as it thinks expedient, and in
particular may issue fractional certificates or authorise any person to sell and transfer any fractions or may ignore
fractions altogether.
48
Method of Payment
i.
The Company may pay any dividend, interest or other amount payable in cash in respect of any share by cheque, dividend warrant or money order or by direct debit or a bank or other funds transfer system or by such other method as
the holder of the share in respect of which the payment is made may by notice direct.
ii. Payment of the cheque, warrant or order, the collection of funds from or transfer of funds by a bank in accordance
with such direct debit or bank or other transfer shall be a good discharge to the Company.
iii. Every cheque, warrant or order is sent at the risk of the person entitled to the payment and shall be made payable to
or to the order of the person or persons entitled or to such other person as the holder or joint holders may by notice
direct.
iv. Every such payment made by direct debit or a bank or other funds transfer or by another method at the direction
of the holder or joint holders shall be made to the holder or joint holders or to or through such other person as the
holder or joint holders may by notice in writing direct.
131
v.
The Company shall not be responsible for any loss of any such cheque, warrant or order and any payment or delivery
of any electronic tax voucher made by direct debit, bank or other funds transfer system or such other method shall be
at the sole risk of the holder or joint holders. Without prejudice to the generality of the foregoing, if any such cheque,
warrant or order has or shall be alleged to have been lost, stolen or destroyed, the Board may, on request of the
person entitled to it, issue a replacement cheque, warrant or order subject to compliance with such conditions as to
evidence and indemnity and the payment of out of pocket expenses of the Company in connection with the request
as the Board may think fit.
49
Cessation of Payment of Dividend
If a cheque, warrant or order in respect of a dividend, or other amount payable in respect of a share, is returned undelivered or left uncashed or transfer made by a bank or other funds transfer systems is not accepted on:
i. two consecutive occasions; or
ii. one occasion and the Board, on making reasonable enquiries, has failed to establish any new address or account of
the person concerned,
then the Board may determine that the Company shall cease sending or transferring a dividend, or other amount
payable in respect of that share, to the person concerned until he notifies the Company of an address or account to
be used for that purpose.
50
Dividends do not bear Interest
No unpaid dividend, or other amount payable in respect of a share, bears interest as against the Company unless
otherwise provided by the rights attached to the share.
51
Deduction from Dividend
The Board may deduct from any dividend or other amounts payable to a person in respect of a share, either alone or
jointly with any other person, all amounts due from him, either alone or jointly with any other person, to the Company on account of calls or otherwise in respect of a share.
52
Unclaimed Dividends
All unclaimed dividends, interest or other amounts payable by the Company in respect of a share may be invested or
otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend which has remained
unclaimed for a period of 6 years from the date it became due for payment is forfeited, ceases to remain owing by
the Company and may be utilised for the exclusive benefit of the Company.
53
The Board may allot to those holders of a particular class of shares who have elected to receive them further shares of
that class or ordinary shares, in either case paid up (new shares), instead of cash in respect of all or part of a dividend
or dividends specified by the resolution, subject to any exclusions, restrictions or other arrangements the Board may
in its absolute discretion consider necessary or expedient to deal with legal or practical problems under the laws of, or
the requirements of a recognised regulatory body or a stock exchange in, any territory.
ii. The Board may make any provision it considers appropriate in relation to an allotment made under this Article, including but not limited to:
the giving of notice to holders of the right of election offered to them;
the provision of forms of election (whether in respect of a particular dividend or dividends generally);
determination of the procedure for making and revoking elections;
the place or address or electronic address at which, and the latest time by which, forms of election and other
relevant documents must be received in order to be effective; and
the disregarding or rounding up or down or carrying forward of fractional entitlements, in whole or in part, or the
accrual of the benefit of fractional entitlements to the Company (rather than to the shareholders concerned).
iii. The dividend (or that part of the dividend in respect of which a right of election has been offered) is not declared or
payable on shares in respect of which an election has been duly made (elected shares); instead new shares are allotted to the holders of the elected shares on the basis of allotment. For that purpose, the Board may resolve to capitalise
out of amounts standing to the credit of reserves (including a share premium account, capital redemption reserve and
profit and loss account), whether or not available for distribution, a sum equal to the aggregate nominal amount of
the new shares to be allotted and apply it in paying up in full the appropriate number of new shares for allotment and
distribution to the holders of the elected shares.
iv. The new shares will rank equally with each other and with every other paid ordinary share in issue on the record date
for the dividend in respect of which the right of election has been offered, but they will not rank for a dividend or other
distribution or entitlement which has been declared or paid by reference to that record date.
v. The entitlement of each holder of ordinary shares to new ordinary shares shall be such that the relevant value of such
new ordinary shares shall in aggregate be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) that such holder would have received by way of dividend.
132
2010 Prospectus
Notices
54
Form of Notices
A notice or other document or information to be sent to or by any person under the Articles shall be in writing (other
than a notice calling a meeting of the Board or of a committee of the Board which need not be in writing).
55
A notice or other document or information shall be given, sent or supplied to a shareholder or another person by the
Company either by courier or by letter sent by post or by advertisement, in each case, in accordance with this Article.
ii. Any letter sent by post shall be by registered letter and addressed to a shareholder or other person at the postal address in the Register or if sent by courier shall be left at that address in an envelope addressed to that shareholder or
other person.
iii. Any notice or other document or information to be sent to a shareholder may be sent by reference to the Register or
the Companys other records as they stand at any time within the period of 15 days before the notice or other document or information is sent and no change in the Register or the Companys other records after that time shall invalidate the sending of the notice or other document or information.
iv. The Board shall procure that the notice of any meeting or document or information sent to the shareholders is also
advertised in one Rwandan national daily newspaper and such advertised notice or other document or information
shall be deemed to have been duly received by all shareholders at 12 noon on the day when the advertisement appears in such newspaper.
56
ii.
Subject always to Article 84.4 above any notice or other document or information sent addressed to a shareholder or
another person at his registered address is deemed to be received:
if delivered by courier, at the time of delivery; or
if sent by post, 24 hours after the letter is posted; or
if left at such an address, on the day it is left.
Any shareholder present, either personally or by proxy, at any meeting of the Company or of the holders of any class
of shares in the Company shall for all purposes be deemed to have received due notice of such meeting and, where
requisite, of the purposes for which such meeting was called.
57
Notice Binding of Transferees Etc
A person who becomes entitled by transmission, transfer or otherwise to a share is bound by a notice in respect of
that share which, before his name is entered in the Register, has been properly sent to a person from whom he derives his title.
58
Notice in case of Entitlement by Transmission
Where a person is entitled by transmission to a share, the Company may send a notice or other document or information to that person as if he were the holder of a share by addressing it to him by name or by the title of representative
of the deceased or trustee of the bankrupt shareholder (or by similar designation). Until an address has been supplied, a notice or other document or information may be sent in any manner in which it might have been sent if the
death or bankruptcy or other event had not occurred. The giving of notice in accordance with this Article is sufficient
notice to all other persons interested in the share.
59
Transition Period
At the date of adoption of the Articles those persons who are on that date Directors shall continue to be Directors
shall continue to be Directors on and subject to the Articles (but notwithstanding the provisions of Article 36) until
such time and date as the Ordinary shares of the Company are admitted to listing on the Rwanda Stock Exchange
when all of the Directors shall then resign or shall then be deemed to have resigned and such persons as may be
approved by ordinary resolution shall then be appointed as Directors provided always that the number of Directors
is thereafter subject to a maximum of five persons in accordance with Article 36. In any case the number of Directors must not be fewer than three persons and one of the Directors must be resident in Rwanda if and to the extent
required in accordance with the Statutes.
60
Electronic Means
The Articles will permit the Company to operate an electronic transfer register and to deal with shares if they are held
through electronic means.
133
APPENDIX-VI
TERMS & DEFINITIONS
132
2010 Prospectus
DEFINITION
Annual General Meeting of shareholders as more particularly defined in the Articles
of the Company
Applicant
Application Form
Articles
ARV
Auditor or Auditors
Authorised Cheque
Bank Guarantee
A bank guarantee issued by a commercial bank licensed by BNR issued in the format prescribed in Part VII of the Prospectus
BNR
The BRALIRWA board of directors, which comprises the persons named in Part Five
as the directors of the Company
BRAGITA
BRALIMA
BRAMIN
BRARUDI
BRD
B.V.
Cabinet
CAGR
CDSC Kenya
cl
Closing Date
CMA
CMAC
CMPC
COGELGAS
Companies Act
Co-Sponsoring Brokers
Part of the standards developed and issued by ISO that provide requirements or
give guidance on good management practices and food safety management systems respectively
Legal Advisors
Listing
Admission of the Shares to the official list of the Rwanda Securities Exchange
MINECOFIN
NBL
APPENDIX VI
AGM
135
N.V.
Offer
"Offer Shares"
Opening Date
PET
PET Bottles
Prospectus
Qualified Institutional Investor
or QII
RDB
Receiving Banks
Registrars
REMA
Reporting Accountants or
PwC
Regulation S
RS
RSE
Rwanda OTC Market/ROTC
Market
RwF
S.A.
S.A. de C.V
SARL
"Securities Act"
Shares
Subsidiary
TBL
Time
"Transaction Advisors"
136
2010 Prospectus
APPENDIX-VII
FORM OF GUARANTEE
Form of Guarantee
(LETTERHEAD OF LICENSED RWANDAN COMMERCIAL BANK)
Kampeta P. Sayinzoga
Permanent Secretary to the Treasury
Ministry of Finance
P.O Box 158
Kigali (Rwanda)
[Date]
Dear Sir/Madam ,
GUARANTEE IN RESPECT OF PAYMENT FOR ALLOCATION OF SHARES TO (name of Q11)
WHEREAS (name of Q11) (hereinafter called the investor) has by an application form [Date] applied for [Number of
Shares] ordinary shares (the Offer Shares) in BRALIRWA, being offered for sale by you as set out in the prospectus
dated [Date] (hereinafter referred to as the Prospectus).
AND WHEREAS it has been stipulated by you in the Prospectus that the Investor shall furnish you with an irrevocable on demand guarantee for the full value of the price of the Offer Shares.
AND WHEREAS we (name of Guarantor) have agreed to give this Guarantee:
NOW at the request of the Investor and in consideration of your allocating to the Investor the Sale Shares or such
lesser number as you shall in your absolute discretion determine, we hereby irrevocably undertake to pay you,
promptly upon your first written demand declaring the Investor to be in default and without delay or argument,
such sum as may be demanded by you to a maximum sum of ____________________________________________
_ without your needing to prove or to show grounds or reasons for your demand or the sum specified therein.
This guarantee will remain in force up to and including the closure of business 31st January 2011 and any demand
in respect thereof should reach us not later than the above date and time. Upon expiry it automatically becomes
NULL and VOID whether the original is returned to us for cancellation or not and any claim or statement received
after expiry shall be ineffective.
This guarantee shall be governed and construed in accordance with the Laws of Rwanda.
APPENDIX VII
IN WITNESS WHERE OF THIS LETTER OR GUARANTEE HAS BEEN EXECUTED BY US UNDER SEAL THIS _________
DAY OF __________________ 2010.
Sealed with the Common Seal of
Director
Director/Secretary
138
)
)
)
)
)
)
)
)
2010 Prospectus
APPENDIX-VIII
FORM OF CENTRAL SECURITIES DEPOSITORY
(CSD) FORM 1R
000001
Serial No.
RWANDA
Code
CSD 1R
( TO BE COMPLETED IN DUPLICATE)
S ECURITIES ACCOUNT OPENING / MAINTAINANCE FORM
( ) Individual
( ) Corporate
( ) By Cheque
Bank Details
Bank
Branch
Tick where
applicable
Account No.
Declaration:
We/ I hereby:
Requested to open and maintain a Securities Account in my/our name/ change particulars in my/ our Securities Accounts as indicated above (delete as
appropriate)
Undertake to notify my CDA any change of particulars or information provided by me/ us in this form.
Name(s)
Name(s)
1.
1.
2.
2.
3.
3.
4.
4.
For CDAs use only
APPENDIX VIII
Name:
Designation:
Date:
Authorised by:
Name:
Designation:
Date:
Company Stamp
140
2010 Prospectus
APPENDIX-IX
FORM OF CENTRAL SECURITIES DEPOSITORY
(CSD) FORM 5R
CSD 5R
000001
Serial No.
RWANDA
Code
CDA ID
ACCOUNT )
Name
Other Names
Surname
ID/ Passport No
Name
Other Names
PARTICULARS OF SECURITY
SECURITY ID
SECURITY NAME
QUANTITY
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
DECLARATION
I/we hereby request the pledge of the above mentioned Securities deposited in my/our Securities Account in favour of the pledgee named below
Signature
1.
2.
3.
4.
Date:
Name
1.
2.
3.
4.
Date
(Signature)
Seal
APPENDIX IX
Time Recieved
Date
Approved By
Date
Company Stamp
142
2010 Prospectus
APPENDIX-X
FORM OF APPLICATION FORM
BAD
(RWF)
Amount Payable in
Multiply by price per share (RWF)
Cheque
Cash
EFT
Amount paid
Cheque Number
Branch Name
Bank Code
Name of Branch
C: APPLICANT DETAILS
(i) Application Status: (Tick your status as applicable below)
Resident
QII Rwanda
Bralirwa Distributors
QII E.A
Citizenship: Rwandan
Non Resident
Corporate
Individual
East African
Foreigner
ID Number
Country of issue
ID Number
Country of issue
(iv) Company Name / QII Rwanda or East Africa / Corporate (As per Certificate of Registration / Incorporation)
APPENDIX X
Date of Incorporation
Tick here if applicant or beneficial applicant is exempt from withholding tax and attach a copy of the exemption
144
2010 Prospectus
East African
Foreigner
P. O. Box
Country
D: RECEIPT OF REFUND
1. Deliver My Refund
(if any) via
Cheque
to agent
Please provide Bank details for EFT / SWIFT (Foreign Investors / Non residents)
Name of Bank (abbreviated)
Bank Code
Name of Branch
Account Number
Swift Code
Country
Signature 2
Agent Stamp
CDA NAME
145
APPENDIX-XI
DIRECTORY OF AUTHORISED SELLING AGENTS
132
2010 Prospectus
APPENDIX XI
147
NOTES
NOTES
148
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