Private and confidential Doing Business in Africa Seminário África Negócios Prepared by Standard Bank Brazil August 2014 Contents 1 Section Page 1. Standard Bank Group 2 2. Africa Development Overview 7 3. How SB Support your Business 9 Annex: Doing Business in an African Country 12 2 1. Standard Bank Group Standard Bank Group 3 Overview Universal bank Established in 1862 Africa’s top bank (by Tier 1 capital, assets and profits) in the annual ranking of 1,000 banks globally – ranked 109 and only African bank in top 130 (2013) – The Banker Headquartered in Johannesburg, South Africa ICBC, the largest bank in China, is a 20.1% shareholder in Standard Bank – ICBC is currently ranked No.1 in The Banker’s annual ranking of the top 1,000 banks globally (2013) More than 1,250 branches across the continent, supported by over 8,650 ATMs > 48 000 employees Representation in major financial centres, including London, New York, Beijing and Sao Paolo Standard Bank footprint in Africa 4 Local on-the-ground expertise supported by a strong retail presence Standard Bank branches* ATMs South Africa 726 7,502 ✔ ✔ Angola 24 28 ✔ ✔ Botswana 11 25 ✔ ✔ DRC 5 - ✔ Ghana 26 49 ✔ ✔ ✔ ✔ Kenya 22 40 ✔ ✔ ✔ ✔ Lesotho 17 69 ✔ ✔ Malawi 25 57 ✔ ✔ ✔ ✔ Mauritius 1 1 ✔ Private clients ✔ ✔ Mozambique 42 67 ✔ ✔ ✔ ✔ Namibia 47 155 ✔ ✔ ✔ ✔ Nigeria 179 311 ✔ ✔ ✔ ✔ South Sudan 1 1 ✔ ✔ Swaziland 10 49 ✔ ✔ ✔ ✔ Tanzania 11 27 ✔ ✔ ✔ ✔ Country Nigeria Ivory Coast Ghana South Sudan Ethiopia ** Uganda Kenya DRC Tanzania Angola Malawi Zambia Zimbabwe Namibia Standard Bank Mozambique Botswana Stanbic Bank Stanbic IBTC Bank Mauritius Swaziland South Africa Corporate Retail Investor Investment Banking Banking Services Banking ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Uganda 91 176 ✔ ✔ ✔ ✔ CFC Stanbic Bank Zambia 22 66 ✔ ✔ ✔ ✔ Representative Office Zimbabwe 18 27 ✔ ✔ ✔ ✔ 1,278 8,650 ✔ ✔ ✔ ✔ Lesotho TOTAL * Includes service centres and access banking centres ** To be opened until the end of 2014 Financial highlights 5 Largest African banking group by assets Financial overview of the Standard Bank Group – full year results for period ending December 2013 FY13 Change % FY12 Headline earnings (ZARm) 17,194 15 14,918 Headline earnings per share (HEPS) (cents) 1,064.9 14 934.9 533 17 455 8,127 14 7,136 FY13 = Jan – Dec 2013 FY12 = Jan – Dec 2012 Dividend per share (cents) Net asset value per share (cents) Return on equity (%) 14.1 14.0 Credit loss ratio (%) 1.04 1.08 Cost-to-income ratio (%) 58.5 58.9 13.2% 11.2 Tier I capital adequacy ratio (%) Total assets ( ZAR billion) 1,694 9 1,548 Structured to put your needs first Corporate & Investment Banking Standard Bank’s Corporate and Investment Banking division offers you a robust solution through specialist teams who provide you with funding, manage your day-today financial risks and facilitate your transactions across Africa via market leading electronic platforms. 6 Access to a universal bank Our Client Relationship Manager Corporate and Investment Banking Coverage Single point of entry across products, geographies, industries and sectors Transactional Products & Services Investment Banking Payments Advisory Collections Debt capital markets Reconciliation solutions Project finance Liquidity management Securitisation Guarantees Structured solutions Letters of credit Investor services (custody) Structured trade & commodity finance Global Markets Real Estate & Principal investment management ■ Foreign exchange ■ Property finance ■ Commodities ■ Investments in real estate ■ Credit ■ Interest rates (including Money Markets) ■ Equities ■ Bespoke property solutions in South Africa and selected African markets ■ Principal investment management Corporate & Investment Banking (CIB) Personal & Business Banking Corporate & Investment Banking (CIB) Standard Bank Group Liberty 7 2. Africa Development Overview Africa Development: Current Status & Outlook Africa Today 8 Africa Tomorrow US$ 2.3 trillion Africa’s collective GDP in 2013 US$ 3.5 trillion Africa’s collective GDP in 2019 US$ 1.0 trillion Africa’s combined consumer spending in 2008 US$ 2.1 trillion Africa’s combined consumer spending in 2020 Sub-Saharan Africa Today Sub-Saharan Africa Tomorrow USD 680 billion Consumer Expenditure in 2008 USD 1.0 trillion Consumer Expenditure in 2020 856 million consumers Consumer Market Size in 2010 1.3 billion consumers Consumer Market Size by 2030 30% Poverty in SSA in 2008 20% Poverty in SSA in 2020 40% The portion of Africans living in cities by 2010 in SSA 60% The portion of Africans living in cities by 2050 in SSA Strong GDP Growth Over Last 10 Years Sub-Saharan Africa Consumer Expenditure (Gross domestic product based on purchasing-power-parity (PPP) valuation of country GDP) (USD Billion) 12.44% 9.79% 7.65% 6.31% 5.84% 5.70% 3.88% China India Sub-Saharan Africa Russia Brazil South Africa United States 1990 - 2000 2001 - 2010 2011 - 2020 CAGR: 3.2% CAGR: 3.9% CAGR: 4.3% 1,000 900 800 700 600 500 400 300 200 100 0 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020 Source: The Dynamic African Consumer Market Growth Opportunities in Sub-Saharan Africa, International Monetary Fund, “Lions on the move: The progress and potential of African Economies (McKinsey Global Institute) 9 3. How SB Supports your Business Treasury Products Delivery into Africa 10 Providing a service across Africa Global Markets Africa builds basket solutions using all asset / risk classes, as well as structured products to meet your needs Global Markets (treasury products) provides financial risk management across the continent: ̶ Full range of onshore services in 18 countries (light blue on map) ̶ Settlement in an additional 22 countries (dark blue on map) ̶ Ability to provide foreign exchange pricing in 40 of the 54 countries Supported by: ̶ Foreign Exchange Foreign Exchange Commodities Commodities Our on-the-ground experts operate 30 dealing rooms across the globe, of which 18 are based in Africa, providing specialist knowledge of their local markets Spots, forwards, options and non-deliverable forwards Precious and base metals, energy, carbon, coal and cobalt (physical trades and derivatives) Credit Credit To facilitate the increasing appetite for African risk, Standard Bank underwrites sovereign and corporate Eurobonds as well as corporate bonds and credit-linked notes. Interest Rates Interest Rates Repos, bonds, forward rate agreements and interest rate and cross-currency swaps are available. Our money markets desk gives you access to commercial paper and treasury bills. Equities Equities Africa cash equities are offered through brokerage houses in Nigeria, South Africa and Kenya, while London provides you access to multiple African equity markets with structured client solutions. Key Full range of services Settlement IB and TPS Delivery Into Africa TPS services across Africa Account Opening Support to Exporter to Africa Compliance matters – i.e. Nigeria Approvals of Credit Card limits – i.e. South Africa Opening doors to the Brazilian company and speeding up relationship process – i.e. Zambia Financing of the African importer Discounting of exportation receivables Utilization of the mechanism BNDES Exim Automático IB services across Africa Financial Advisory in Implementation of Projects Elaboration of the feasibility model of the project Advisory for financial partnerships in Equity/ Debt Meetings with government and correlated parties List of the licenses and permissions required for project implementation Development of project phases timetable Financing to Governmental Entities Agreements between Brazilian companies and government entities to develop public works (bridges, roads, airports) Utilization of specific export programs – BNDES PROEX, and ECA agencies M&A/ ECM Connecting clients to expert M&A & ECM teams throughout Africa 11 12 Annex. Doing Business in an African Country Current Account Transactions – Documentation required (i.e. Mozambique) Inflowing Export Revenues Outflowing Imports Payments Current account transaction, in general, do not require pre-authorization Current account transaction, in general, do not require pre-authorization Commercial invoice in accordance International Chamber of Commerce the Documento Único (DU) issued by the competent customs entity. Transportation documentation in accordance with the International Chamber of Commerce Commercial invoice Transportation documentation, except in the case of advance payment (pre-payment) Subject to electronic registration with the Central Bank with Document named Documento Único (DU) issued by the competent customs entity Subject to electronic registration with the Central Bank Considerations Repatriation must occur within 90 days of the relevant transaction subject to permission to retain up to 50% of this amount in a domestic foreign-currencydenominated bank account in such entity's name Domestic entities may also use the remaining export proceeds to pay foreign currency debts contracted with the local banking system (since foreign currency denominated accounts are permitted in Mozambique) 13 Doing Business (i.e. Mozambique) Opening of Resident Bank Account 14 Opening of Non-Resident Accounts Standard Bank Forms Corporate Customer letter requesting opening of account; Standard Bank Forms Residential address confirmation for all signatories Letter from client requesting to open an account Articles of Association published in the Official Gazette (Boletim da República) or a notarised copy Letter from client confirming the residential address of all the signatories on the account Certificate of Incorporation validity Articles of the Association or Company’s registration of the country of origin Business License Copies of Passport, DIRE, ID for Mozambican Nationals of all the signatories on the account Copies of Passport of all the signatories on the account 1 passport Photo for each signatory Board Resolution or Power of Attorney granting power to the signatories of the account Board Resolution or Power of Attorney granting power to the signatories of the account NUIT - Tax number Utility Bill evidencing company’s residential address (TDM, TV Cabo, EDM) Reference letter from client´s bank, sent via a SWIFT message One passport photo of each signatory on the account Letter from Supervisory Ministry authorizing the client to operate in Mozambique Starting a Business (i.e. Mozambique) 15 Exchange Control Regulations Establishing a Business in Mozambique Call the Investment Promotion Centre – CPI This entity holds the mandate to promote and facilitate FDI, operating as a “one-stop-shop” Useful to consider using a local consultant (E&Y, KPMG, Sal Consultoria, BDO) Trading Non-resident accounts are allowed to receive and make transfers abroad with no restrictions For residents’ accounts, Central Bank approval is required for transfers abroad, purchase of foreign notes and coins, traveller’s cheques and credit cards where the amount exceeds the value of US$5,000 Payment of services shall be made only upon confirmation by the beneficiaries that such services have been provided Payments abroad related to commodity imports will not be made without presentation of documents verifying the physical delivery of such commodities into Mozambique Procedures for a Company registration Reserve the proposed company name at the Conservatory of Legal Entities’ Registration Prepare company Articles of Association Open a bank account to receive share capital. Standard Bank can provisionally open such an account in USD. The minimum amount for investment is fixed at US$50,000 in case of a foreign investment Double taxation treaties apply to funds originating from Portugal, Mauritius, Italy and the United Arab Emirates Advance payment of goods is permitted under certain terms and conditions; and clients shall present final documentation within 90 days from payment Payment by means of Bank Drafts is not allowed FX trading must be transacted with authorised Mozambican banks, which act as agents of the Central Bank for purposes of FX Law Regulations Formalise the company registration at Conservatory of Legal Entities’ Registration the Publish Articles of Association in Official Gazette Obtain tax registration number (NUIT) and any appropriate business operating licenses Overview of FX Law Regulations (i.e. Mozambique) The FX Law Regulations contain prescriptive rules Mozambican FX Law Regulations contain prescriptive rules for nearly every conceivable current or capital account transaction, generally do not require pre-authorization for normal current account transactions or foreign investment in quoted securities listed on the local stock exchange. All FX transactions are subject to (generally electronic) registration with the Central Bank. Capital account transactions do require prior authorization, and include inter alia foreign direct investment capital contributions, shareholder loans, and foreign loans or guarantees. Similar to requirements of the Brazilian Central Bank, all resident entities in Mozambique are required to make an annual foreign assets declaration to facilitate calculation of the nation's net foreign investment position. Also similar to Brazil, all resident entities in Mozambique are required to remit to the country and convert to local currency all proceeds from the export of goods, services and investment. The difference to Brazil is that such repatriation must occur within 90 days of the relevant transaction, subject to permission to retain up to 50% of this amount in a domestic foreign-currency-denominated bank account in such entity's name. And since foreign currency denominated accounts are permitted in Mozambique, domestic entities may also use export proceeds to pay foreign currency debts contracted with the local banking system Remittance of interest, dividends and capital gains from foreign direct or foreign portfolio investment does not require prior authorization from the Central Bank, but is subject to documentary control for registration purposes by the intermediating Mozambican bank, including inter alia proof of prior registration of the relevant investment, production of audited financial accounts and shareholder assembly authorization where applicable, and payment of applicable taxes. For transactions requiring Central Bank prior authorization, provided that adequate and complete documentation is submitted, the Central Bank is required to respond within fifteen (15) days to these licensing requests. 16 Capital Account Transactions (Direct Investment) – Documentation required 17 (i.e. Mozambique) Capital Contribution Authorization request Form must to be filled, identifying the counterparts and providing all deal details to the Central Bank of Mozambique Minutes of shareholders' meeting authorizing the capital contribution If necessary, Central Bank of Mozambique can require additional information Central Bank of Mozambique has up to 15 days to grant the authorization, which is formalized by its Authorization Bulletin Capital contribution cannot be used for a different purpose from the one declared in the authorization request Capital contribution is subject to registration at the Central Bank of Mozambique, within 90 days of its authorization or the capital inflow date To request registration, there is another Form which must be completed, providing the information stated in the bordereau issued by investor’s bank (document that proves the capital contribution) The lack of registration in the period mentioned above can cause the loss of right to outflow dividends or any capital invested Intercompany Loan Filling the specific Form of Central Mozambique, identifying the counterparts Bank of Financials Evidence of ownership or evidence of intercompany relationship Minutes of shareholders' meeting authorizing the loan Loan agreement Considerations: Interest rates must not be equal or above the market rates Beneficiary should prove its capability to repay the loan through the revenue generated by its business Disclaimer 18 This presentation is provided for information purposes only on the express understanding that the information contained herein will be regarded as strictly confidential. It is not to be delivered nor shall its contents be disclosed to anyone other than the entity to which it is being provided and its employees and shall not be reproduced or used, in whole or in part, for any purpose other than for the consideration of the financing or transaction described herein, without the prior written consent of a member of the Standard Bank Group. The information contained in this presentation does not purport to be complete and is subject to change. This is a commercial communication. This presentation may relate to derivative products and you should not deal in such products unless you understand the nature and extent of your exposure to risk. The presentation does not include a personal recommendation and does not constitute an offer, or the solicitation of an offer for the sale or purchase of any financial product, service, investment or security. The investments and strategies discussed here may not be suitable for all investors; if you have any doubts you should consult your investment advisor. The investments discussed may fluctuate in price or value Whilst every care has been taken in preparing this presentation, no member of the Standard Bank Group gives any representation, warranty or undertaking and accepts no responsibility or liability as to the accuracy, or completeness, of the information in this presentation Past performance is not indicative of future results. For the avoidance of doubt, our duties and responsibilities shall not include tax advisory, legal, regulatory accounting or other specialist or technical advice or services. You are to rely on your own independent appraisal of and investigations into all matters and things contemplated by this presentation. By accepting this presentation, you agree to be bound by the foregoing limitations. Kindly note that this presentation does not represent an offer of funding since any facility to be granted in terms of this presentation would be subject to the Standard Band Group obtaining the requisite internal and external approvals. Copyright 2010 Standard Bank Group. All rights reserved. UK Residents This presentation is not intended for the use of retail clients and must not be acted on or relied on by persons who are retail clients. Any investment or investment activity to which this presentation relates is only available to persons other than retail clients and will be engaged in only with such persons. Standard Bank Plc (SB Plc) is authorised and regulated by the Financial Services Authority (FSA), entered in the FSA’s register (register number 124823) and has approved this presentation for distribution in the UK only to persons other than retail clients. 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