At R6,8-billion, FirstRand’s empowerment deal is one of the biggest to date, and certainly appears to be the most ”broad-based”. It includes none of the usual names that lead to charges of black economic empowerment (BEE) being ”enrichment of the few”.
FirstRand is the third of the Big Four retail banks to do an empowerment deal and appears to have learnt from the BEE forays of its predecessors.
The ”devil is in the detail”, as the cliché goes, and the exact details of the funding of the major part of the deal are not yet known. FirstRand said it had to go public because it needed to fix a price for the BEE deal to raise the funding.
What we do know is that the group has hit on the splendid idea of facilitating a substantial stake for three broad-based trusts with flawless reputations, covering three important constituencies: women, miners and the rural poor.
The 10% will go further than previous transactions in applying to foreign as well as local assets and the share is of the group, not just the bank.
FirstRand has split its obligatory 10% into two parts: 3,5% for FirstRand’s black South African staff and non-executive directors. This will be bought from existing shareholders but, unlike in the Standard Bank deal, shareholders are not being asked to discount their shares.
Then there will be 6,5% for the empowerment groups. This will be ”third-party” financed — FirstRand itself will not be providing the money.
The three well-established empowerment groups and their share of the deal are: Kagiso Trust (40%), Mineworkers Investment Trust (15%), and Women’s Development Bank Trust (15%). To this is added the newly formed FirstRand Empowerment Foundation (30%).
The foundation will focus on the education and professional development of black South Africans for the banking industry, supporting the growth of a skills pool to underpin FirstRand’s transformation initiatives.
To find the shares for the trans- action, FirstRand will buy about 7,6% of its issued ordinary shares, about 418-million, on a pro rata basis from existing shareholders at R12,28 a share, for a total cost of about R5,1-billion.
Also, FirstRand will issue about 120-million FirstRand ordinary shares to the FirstRand Empowerment Trust (FET), leading to a dilution of about 2,1% for FirstRand shareholders. This is about R1,5-million worth of shares.
The lock-in period is 10 years, unlike the five-year Absa option period, and the 20 years it will take the Standard Bank participants to own their shares. The BEE partners get full economic ownership and voting rights, avoiding any criticism attached to schemes seen as share options.
How the empowerment groupings come up with the R3-billion I estimate they need to pay for the 4,4% outstanding of the 6,5% reserved for the FET collective (after the injection of 120-million shares) is the question. A source hints that some of the money will be found overseas, which is intriguing because BEE has been funded almost exclusively domestically.
Apart from the unknown financing factor, the deal represents a shrewd balancing act. The 6,5% for the trusts is almost purely redistribution, though there is expertise in the companies attached to the trusts, the Mineworkers Investment Company, the various Kagiso companies and WDB Holdings. From these could come board seats and closer relationships with FirstRand management.
FirstRand appears to have heeded the criticism that Absa’s BEE deal reserved too little for black staff. The 3,5% for black South African staff and management will presumably help the banking group hang on to mobile black talent.
One possible criticism is that shares will also go to non-executive directors. What does this mean for their independence? Non-execs are supposed to add some external oversight to boards. On the other hand, it could be seen as another form of remuneration and if the law does not distinguish between non-executive and executive directors, non-execs will need to be better paid, whether in shares or cash.
Another question: Surely the non-executives that will come to First- Rand from the various trust companies in the FET represent those companies rather than being chosen as individuals?
In this case the money should go to their companies, which presumably pay them what they are worth. They need no further incentive to accept positions on those boards.
Reg Rumney is director of the BusinessMap Foundation