CA World – Accountancy SA

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The question, ‘Has the South African accounting profession lost the public’s confidence?’ was the catalyst for conversation at a recent discussion − the first in a series aimed at bringing the topics of ethics and good governance to the fore.

Read more here.

]]> Part 3 – Considerations when selecting an equity partner https://www.accountancysa.org.za/part-3-considerations-when-selecting-an-equity-partner/ Tue, 31 Oct 2017 07:26:02 +0000 https://www.accountancysa.org.za/?p=6851 When a company’s strategic focus turns to equity raising, it is critical for the company to determine what type of investor will best support the company’s strategic imperatives over the long term. Robert Peché, Corporate Finance Associate at Bravura, an independent investment banking firm specialising in corporate finance and structured solutions services, highlights the key differences between strategic and financial investors and the drivers of their respective investment decisions.

The key steps to a successful equity raising process are a clearly articulated strategy, detailed analysis of the various sources of capital and selecting the right type of equity investor.

Financial equity investors include private equity and other investment funds, usually operating under specific mandates, with highly skilled investment professionals at the helm. A high net-worth individual, family office or listed investment holding company with a permanent capital structure could also be a financial investor.

Strategic investors have an investment strategy that goes beyond purely financial returns. This includes trade players endeavouring to consolidate the market, suppliers or customers attempting to vertically integrate their businesses, or investors aiming to acquire a distribution network for products, specific intellectual property or other business infrastructure.

The focus for financial investors is purely on financial returns and thus emphasis is placed on entry price, dividends during the period of investment (including through debt refinancing) and eventual exit price. Financial investors will usually consider a negative controlling stake as a minimum, with preference for a controlling stake. This is usually motivated by a need to control the cash flows generated by the operations of the business.

Some financial investors have defined investment periods (e.g. certain private equity funds with a seven year life-span) and thus require exit mechanisms (such as put options). Others take advantage of permanent capital structures (e.g. listed investment holding companies where shareholders achieve liquidity through selling their shares rather than winding up the fund) to enable greater flexibility in deal negotiations.

Financial investors usually have minimum internal rates of return that they must achieve in an investment, known as hurdle rates. Private equity funds investing in the current South African market may have geared hurdle rates as high as 30%, which drives a need for such investors to consider a wide variety of potential opportunities in search of the right investment.

Although financial investors will certainly consider the underlying strategy of the business in their assessment, the likelihood of realising synergies as a direct result of the investment is usually lower. The business is thus valued based on its existing prospects. The strategic equity investor is still motivated by a desire to maximise financial returns, but the scope of the analysis is much wider. Instead of analysing and valuing the business purely on a stand-alone basis, such investors would consider other benefits such as access to a distribution network, a highly desirable operating infrastructure or operational synergies.

Prevailing market conditions may significantly impact the analysis and resultant valuation e.g. the largest competitors in any given market may be willing to pay a higher value for small competitors as part of a broader strategy to consolidate the market and remove competition.

Because of this, a strategic investor may well place a higher value on the business than a financial investor.

Both strategic and financial investors will typically require lock-ins of key management, earn-out provisions for existing shareholders and potentially extensive warranties relating to the underlying business. Strategic investors may also require contractual agreements related to collaboration, cross-selling into respective client bases or sharing key platforms.

The ideal strategic partner might provide strong balance sheet support for subsequent acquisitions, or attractive synergistic benefits such as corporate access for new revenue generation, a listed platform providing liquidity or an established distribution network for products.

B-BBEE investors may be strategic or financial investors, or potentially both if the credentials are considered highly strategic. Typically, B-BBEE ownership investments are structured more like a purely passive financial stake. The structuring considerations of such an investment are beyond the scope of the article, but must ultimately be sustainable and fair, particularly in light of the current regulatory environment and the overarching supervision of the B-BBEE Commission.

The key steps to a successful capital raising process are a clearly articulated strategy, detailed analysis of the various sources of capital, preparation of suitable marketing material for the business, creation of a detailed dataroom for due diligence processes and agreement on a set of criteria against which potential bidders will be evaluated. In all of this, the guidance of an independent professional advisor may prove to be invaluable.

ENDS

Bravura Holdings Limited is an investment banking firm specialising in corporate finance and structured solutions services. Bravura Holdings has a primary listing on the Stock Exchange of Mauritius and a secondary listing on the NSX. It has offices in Mauritius, South Africa, Namibia and Australia.

]]> Part 2 – The implications of raising capital through equity funding https://www.accountancysa.org.za/part-2-the-implications-of-raising-capital-through-equity-funding/ Tue, 31 Oct 2017 07:19:24 +0000 https://www.accountancysa.org.za/?p=6848 Many businesses require additional capital to grow the business or to facilitate the exit of an existing shareholder or partner. Some of these businesses do not qualify to obtain funding from a bank, or the balance sheet cannot afford additional loan funding. In other instances, equity funding may be preferred for long term strategic reasons or to facilitate entry into a strategic partnership.

Although equity capital is the most expensive source of finance, it can achieve the highest returns. Robert Peché, Corporate Finance Associate at Bravura, an independent investment banking firm specialising in corporate finance and structured solutions services, highlights some key features of a typical equity investment and the intricacies of shareholder control.

Equity capital comes at a high price tag as a result of risk-return analysis, given that equity investors carry the greatest risk in the business. Providers of other sources of capital typically enjoy priority in terms of receiving repayments on the funding. They have a cap on their returns, whereas equity holders do not. If the business performs strongly and the capital structure of the business is efficient, equity holders will enjoy returns far in excess of other capital providers, but with a greater risk profile.

The starting point for the business should be to clearly articulate the growth strategy, leading to a determination of the stake available for an investor and the type of investor required (strategic or financial).

Does the company intend to receive and invest all the cash raised, or do existing shareholders intend to take some cash off the table? Either is possible, but the rationale behind the capital raising efforts needs careful positioning with prospective investors.

If existing shareholders intend to fully or partially exit, the business must be robust in terms of a sustainable operating model supported by adequate staff and organisational infrastructure. If the business requires growth capital for investment purposes, with existing shareholders diluting rather than exiting, investors will place more emphasis on the intended use of the capital and the projected increased cash flow forecasts.

A key question to consider is whether existing shareholders are willing to give up control, negative control or neither.

Control is usually a stake of 50.1%, for which an investor should pay a control premium. Such a stake allows the investor to fully direct the activities and cash flows of the company, in the absence of any agreements to the contrary in the shareholders’ agreement or in the memorandum of incorporation of the company.

Negative control is a concept based on minority protections afforded to smaller shareholders. Negative control is usually between a 25.1% to 50% stake, based on statutory thresholds to pass special resolutions approving key matters as set out in the South African Companies Act, as well as other provisions typically found in the memorandum of incorporation of the company or other regulatory requirements. It must be noted that this approval threshold can be adjusted downwards in the shareholders’ agreement or the memorandum of incorporation of the company, thus a 25.1% stake does not guarantee negative control. A careful review of the company’s statutory documentation is required prior to investment.

A negative controlling stake still attracts a control premium, but to a lesser extent than a controlling stake.

A stake of less than 25% is generally a purely passive financial investment, part of a broader portfolio of investments, with no ability to influence the strategy of the business. Many investors will not invest in stakes of this size in private companies.

Most shareholders in listed companies hold stakes of this nature, but they benefit from protections set by the exchange (e.g. the JSE) and disclosure requirements for public companies. There are also usually larger shareholders in listed companies who effectively exert negative control over the listed company’s board.

The deal process in raising equity capital is critical. A process that is open to any party may attract bidders who are not necessarily serious investors, but are competitors hoping to gain access to the dataroom during the due diligence stage. These bidders may have an intention to obtain sensitive strategic information on their competitor, with damaging long-term consequences for the business.

The alternative is a more focused approach, with pre-screened potential investors identified, usually with the assistance of independent professional advisors. Whilst this could have the impact of a smaller pool of potential investors and thus less competitive tension towards the end of the process, the risk-mitigating benefits of avoiding bidders with ulterior motives may outweigh any perceived or real cost of a smaller pool of bidders.

The due diligence process itself should be manageable if adequate preparation took place before the overall capital raising process commenced. Any negative information that comes to light during the due diligence process, but which was not disclosed as part of initial engagements with bidders, could result in a significantly lower final offer price.

Once final bids are obtained and the relative attractiveness of shortlisted bidders is assessed, the directors and shareholders should be guided by what their original intentions were when entering into the capital raising process. It may not be possible for a single equity partner to deliver all the strategic benefits that were hoped for, resulting in a need for trade-offs or a phased approach to the equity raising strategy.

It is critical to understand that equity investors think differently to debt providers. If one considers debt to be science, then equity is art. Rather than a purely financial analysis based on underlying cash flows and an ability to service interest payments, equity investors will buy into the strategy, management and underlying fundamentals of the business, which requires an assessment well beyond purely financial metrics.

Source: www.bravura.net

]]> Part 1 – The benefits of bank debt and mezzanine funding when raising strategic capital https://www.accountancysa.org.za/part-1-the-benefits-of-bank-debt-and-mezzanine-funding-when-raising-strategic-capital/ Mon, 30 Oct 2017 08:14:51 +0000 https://www.accountancysa.org.za/?p=6845 Making money in a business does not only depend on profit margins, growth in turnover and growing market share. The manner in which the business is financed can also have a substantial impact on the shareholder returns generated by the business.

It will serve any business to have a strategic look at its balance sheet and the various options through which capital can be raised and allocated. Robert Peché, Corporate Finance Associate at Bravura, an independent investment banking firm specialising in corporate finance and structured solutions services, outlines the various funding options that companies may consider when seeking to raise capital.

Capital can be raised for various reasons, ranging from a requirement for capital expenditure, a strategy of acquisitive growth in new markets or even buying out one of the existing shareholders. The purpose of the capital raise, combined with the underlying business fundamentals, will typically drive the decisions regarding which type of capital to raise and from which sources.

Bank funding or senior debt is typically the cheapest form of funding. Capital structure theory would recommend raising as much senior debt as possible in the business, especially when the benefits of a strategic equity shareholder are not taken into account.

However, banks will not provide senior debt unless there is a low risk of default. Banks apply strict criteria to obtain a source of comfort in terms of debt serviceability. The business will likely need an established track record, cash flow forecasts underpinned by solid fundamentals and a sufficiently robust corporate infrastructure for the purposes of a bank due diligence. The balance sheet of the business may also need to offer sufficient fixed assets of a liquid nature for the bank to recover some of the debt in the unlikely event of liquidation.

Although cheapest in terms of outright funding costs, senior debt carries operational costs in the form of restrictive covenants designed to protect the bank, usually at the expense of flexibility for equity investors. These may not be palatable for the business if, for example, the growth strategy requires a short-term drop in earnings to achieve increased longer-term growth. A requirement from the bank for shareholder guarantees (suretyships) in private companies may also reduce the attractiveness of such funding.

Traditional bank debt is often not available for businesses with limited track records, non-linear cash flows or very lean balance sheets. In a world of tech start-ups, platform-driven businesses and capex-light operating models, there are many otherwise highly attractive businesses which cannot raise senior debt.

If senior debt is not suitable, then more expensive debt with a sculpted cash flow profile (e.g. higher interest payments in later years) may be of interest. Banks typically provide such structured funding at a premium over the usual cost of senior debt. There will still be restrictive covenants and security requirements.

The next cheapest source of finance is mezzanine-type finance. This category of funding allows for more creative structuring than senior debt, with various types of financial instruments and cash flow profiles utilised. The cost of such funding is usually significantly higher than the cost of senior debt, but still lower than the cost of pure equity funding.

These instruments could take the form of preference shares or convertible debt. Various triggers may be built into the funding agreements which make provision for changes in coupon / interest rates or conversion into ordinary equity.

Mezzanine finance is complicated to understand, structure and model accurately. The tax and accounting implications are also not straightforward. Providers of such instruments usually have minimum deal sizes which must be met for funding to be provided. Mezzanine finance, if not carefully structured, can easily end up being more expensive than straight equity funding if onerous conversions to pure equity are triggered.

For many companies, selecting the optimal debt structure to meet strategic requirements can be a daunting undertaking. In these instances, it is worth obtaining independent strategic advice, not only to ensure that the funding vehicle complements strategic imperatives, but also that the most favourable funding terms are obtained.

Source: www.bravura.net

]]> Artificial Intelligence: Harnessing the true potential of this revolutionary force https://www.accountancysa.org.za/artificial-intelligence-harnessing-the-true-potential-of-this-revolutionary-force/ Mon, 30 Oct 2017 07:53:25 +0000 https://www.accountancysa.org.za/?p=6838 By Ankur Prakash, Vice President, New Growth and Emerging Markets, Wipro Limited

30 October 2017

As we race towards an uncertain future, one thing’s for sure: Artificial Intelligence (AI) is here to stay. We cannot know exactly how it will reshape our work, our businesses, and our lives in general, but there are some fascinating and exciting potential outcomes.

We’ve already seen the first iteration of AI in the workplace and in our daily lives, as we hand-over repetitive tasks, or tasks that require us to wade through masses of data, to self-learning algorithms.

But perhaps the most interesting dynamic of all is the way that AI could change our sense of self. The automation of our basic administrative tasks will help us better express our most creative, spiritual and ambitious selves.

Counter-intuitive though it may sound, advanced AI technology could well help us to better connect with those around us at a richly ‘human’ level.

Just what do I mean by this? Let’s explore a few ways that AI can augment our lives:

Supporting our gut-feel

For purely analytical tasks, AI can provide us with accuracy and context to inform our decision-making, while alerting us to any inherent biases in our thinking. This melds beautifully with that intangible concept of ‘gut feel’, to create the wisest, most strategic decisions.

Knowledge transfer

Cognitive learning, a subset of the broader realm of AI, has tremendous application in helping to capture, package, and relay organisational knowledge from one individual to the next. Think of your very best employee… with the right cognitive learning solution you may be able to literally “bottle” their contribution to the company, codifying their knowledge, and help in sharing and quality learning

Enriching the people management function

We’ve all heard of the term ‘management by algorithm’. Algorithms can help to set and monitor some of the more tangible aspects of performance management, freeing up general management and HR staff to focus on the more human aspects of employees’ experience, and devote more time to deep conversations with staff.

Enhancing company valuation

Many decades ago, the value of a company lay largely in its fixed assets: property, plant, stores, branches, and other physical infrastructure. As we entered the knowledge economy we began ascribing increasing value to human capital and other intangible assets – like goodwill, and intellectual property. In the future, we’ll add yet another dimension to the value of our organisations: the state and sophistication of our AI capabilities. By investing in the likes of data science, machine learning, predictive analytics and cognitive learning solutions today, we could ratchet up our organisation’s value in the future.

Contributing more meaningfully to society

AI could become a powerful lever with which to effect meaningful, lasting social change. Governments and businesses share the responsibility to ensure that AI leads to greater equality and access to opportunity. For example, we can focus our AI efforts on healthcare in the developing world, to mitigate the effects of disease and poverty (rather than just using it to help us choose the next movie on Netflix, for example). Some AI commentators are already advocating for the concept of a ‘robot tax’ – levied on the value that AI brings to one’s organisation – the funds of which could be channelled into social initiatives.

We can’t predict the future. And we can’t know how to best prepare for the forthcoming AI revolution. What new jobs will AI create? How will we need to re-tool ourselves to take advantage of this incredible new technology? As we face up to these challenging questions, we must keep our minds open, get comfortable with an AI-driven future, and actively pursue ways to harness its potential.

Source: www.evolutionpr.co.za

]]> CA WORLD: THE PROBLEM WITH BEING A CA(SA) https://www.accountancysa.org.za/ca-world-the-problem-with-being-a-casa/ Tue, 31 Jan 2017 22:00:55 +0000 https://www.accountancysa.org.za/?p=5853 How do we benchmark ourselves as CAs(SA) and what makes a good CA(SA)?

After being posed with this question by his newly qualified cousin, Ismaa’eel Van der Schaff ponders about the answer and shares his thoughts on the matter

When embarking upon the journey into adulthood, you arrive at a critical junction in Grade 11 or Grade 12 that is centred on the ‘What do I want to become?’ conundrum. You start a fact-finding mission that involves speaking to a variety of people ranging from your closest family members and friends to seasoned professionals such as doctors and engineers, as well teachers and guidance councillors. If you are still entirely uncertain, you may even perform an aptitude test.

Somewhere along the line, someone persuaded you to become a chartered accountant and I can guarantee you that two major ‘pros’ still stand out in your mind!

You can do and be anything
You will earn a lot of money

As a kid growing up with not much money, the two aforementioned ‘pros’ struck a chord deep inside me. Not only could I become successful, but I could also achieve one of my great dreams, which is to have the ability to provide for my future family. After consultation with everyone I knew, I decided to undergo my journey as a CA – even the doctors I spoke to pushed me down this path.

So with your mind made up at 18, your challenging path is laid before you, with the only real questions to answer being:

Where are you going to study?
Are you going to do a three- or four-year degree?
Which firm are you going to work for?

Upon completion of your degree, your next three years are predestined as you will complete your training contract to become a CA(SA). After completing the marathon of tests and exams throughout your undergraduate and postgraduate journey, passing the external exams set to prove your competence and achieving all your competencies and core hours throughout your three years of articles, you are finally able to qualify as a CA(SA).

Great! Fantastic! Well done!

You have finally achieved what you have set out to do as a teenager. Your goal has been reached and you think life is going to be a lot better from now on. But somewhere along the line, you start asking yourself a question … ‘What do I want out of life?’ This comes at various stages for each one of us. It might be during articles or it might only hit you later, as it did for me towards the backend of 2015. You start asking deeper, more intimate questions about yourself and what you really want out of life.

What prompted me to write this short piece, is a question my cousin (a newly qualified CA) asked me while I was on a train riding to Basingstoke: ‘How do you become a good CA?’, followed by ‘I’m not sure what this profession really expects or requires of me’.

This can be brought back to the question I asked myself in 2015.

As a CA you are trained to – among many other great qualities – work very long hours and to please your bosses and the client, but once you leave the comfort of an auditing environment there is a less rigid structure to follow. All of a sudden there aren’t set milestones for you to hit, title promotions tend to take longer/are harder to come by, and you have to find ways of delivering something unique and distinctive to make you stand out from your peers.

There is no set recipe, apart from putting in the hours and learning as much as possible about your business and industry. In short, I did not have an answer for her, but I did have this piece of advice; set aside some time and delve into what you really want out of life. Is it to become a CFO or CEO, is it developing the next generation of CAs or are your priorities more in line with starting a family and spending as much time as possible with your children? Once you have figured that out, then you can start narrowing down what you need to do and which avenues you should take in order to obtain the best advice out there. In other words, you are basically in the same position as the Grade 12 pupil you once were.

Life does not become easier once you are qualified; in fact, you are faced with more hurdles. It is true that the world is yours and being a CA opens a plethora of doors for you, but this is also the most challenging part. Because there are so many doors available to be opened, it makes your true life choices a more challenging. Granted, it is a great position to be in, but it is also a burden. One that a large majority of us have to bear, as is evidenced by the fact that a lot of my fellow 2012 article completers have changed employer at least twice already …

So I end with this: know yourself, know what you want out of life, and plan your life accordingly. Only then will you be able to start answering the question, ‘What makes a good CA(SA)?’

Author: Ismaa’eel Van der Schaff CA(SA) is Audit Manager, Deloitte London

]]> CA WORLD: THE 3 Cs THAT MAKE GLOBALLY COMPETITIVE STUDENTS https://www.accountancysa.org.za/ca-world-the-3-cs-that-make-globally-competitive-students/ Tue, 31 Jan 2017 22:00:37 +0000 https://www.accountancysa.org.za/?p=5850 Sicelo Joja has coined the term ‘3 Cs’ for the skills that are required from chartered accountants globally and gained by local students at SAICA-accredited institutions

It is no secret that South African chartered accountants are globally competitive, as evidenced by the World Economic Forum’s Global Competitiveness Report. However, the question arises how globally competitive are accounting students across South Africa at SAICA-accredited institutions studying towards being chartered accountants.

I found myself having to answer this question sitting in an auditorium in Dubai at an international business case completion where my team and I were representing not only South Africa but Africa as the only African team. Upon meeting the different students from 28 different countries one couldn’t help but feel intimidated and daunted at the prospect of competing with some of the brightest young minds from some of the most esteemed universities in the world where alumni from these institutions were global business icons.

I found myself questioning how capable I was as a South African student to compete against such formidable competition. But to my relief and astonishment, as the competition progressed I found my self-doubt dissipate as my team and I were able to hold our own throughout the course of the competition. This was not because of the technical accounting and finance knowledge that was needed or possessed – which in its own right is significant – but because of the cognitive skills we had gained throughout our studies, for which I have coined the term ‘3 Cs’. These skills are critical thinking, communication skills, and cultural context.

Critical thinking: To be a globally competitive student, one needs to be a critical thinker who can solve problems innovatively through creative thinking in a world in which increasingly complex problems are the order of the day. Through programmes and modules introduced by SAICA at universities, we see this pivotal skill being developed more and more in students. This is demonstrated by the number of young CA(SA) entrepreneurs that are offering innovative solutions to business problems.
Communication skills: These are instrumental in being internationally competitive, as being able to sell an idea to powerful personalities is one of the most important skills one can possess. The ability to articulate and present an idea is one of the most revered and prized skills globally.
Cultural context: Coming from a country and university that is diverse the social awareness and tolerance that is intrinsically rooted in South African students sets them apart. This can be seen when attempting to understand the different dynamics of business from different parts of the world and problems that affect business globally.

These skills, coupled with a good technical knowledge, make globally competitive students that are a master of their craft anywhere on the globe.

Author: Sicelo Joja is a CA(SA) student at the University of Johannesburg

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