SHAREHOLDERS CIRCULAR. Rubis Énergie S.A.S

Transcription

1 KenolKobil Plc SHAREHOLDERS CIRCULAR (Pursuant to regulation 9 of the Capital Markets (Take-overs and Mergers) Regulations, 2002) in respect of THE RECOMMENDED ACQUISITION by Rubis Énergie S.A.S (a corporation organised and existing under the Laws of France, registered number ) of 100% of the ordinary shares of KES 0.05 each in the share capital of KenolKobil Plc other than those already held by Rubis Énergie S.A.S by way of a cash offer of KES 23 per share

2 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about this Offer you should consult the board of directors of KenolKobil Plc, your stockbroker, investment bank or other professional advisor. KenolKobil Plc (Incorporated in Kenya under the Companies Act, chapter 486 of the Laws of Kenya, as superseded by the Companies Act, 2015) (Company Number C.6/59) SHAREHOLDERS CIRCULAR (Pursuant to regulation 9 of the Capital Markets (Take-overs and Mergers) Regulations, 2002) in respect of THE RECOMMENDED ACQUISITION by Rubis Énergie S.A.S (a corporation organised and existing under the Laws of France, registered number ) of 100% of the ordinary shares of KES 0.05 each in the share capital of KenolKobil Plc other than those already held by Rubis Énergie S.A.S by way of a cash offer of KES 23 per share IMPORTANT NOTICES If you have sold or transferred all or any of your ordinary shares in KenolKobil Plc, please forward this document (and the documents enclosed with it) immediately to the stockbroker, investment bank, custodian or agent through whom the sale was effected for transmission to the purchaser or transferee of the shares. This Circular is issued pursuant to regulation 9(1) of the Capital Markets (Take-overs and Mergers) Regulations, 2002 (the "Take-over Regulations") and relates to the proposed acquisition by Rubis Énergie S.A.S of all the Shares in KenolKobil Plc of KES 0.05 each not already owned by the Offeror. Approval has been obtained from the Capital Markets Authority ("CMA") in respect of the compliance of this Circular with the Take-over Regulations. As a matter of policy, the CMA assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Circular. Approval of the Circular by the CMA is not to be taken as an indication of the merits of the Offer or of a recommendation by the CMA to the shareholders of KenolKobil Plc. This Circular is dated 7 th January

3 TIMETABLE OF KEY EVENTS Event Date Record Date for purposes of the Offer 5pm on 19 th December 2018 Service of Offer Document on KenolKobil 20 th December 2018 Opening of the Offer 9am on 20 th December 2018 Posting of the Offer Document 14 th January 2019 Closing Date of the Offer 5pm on 18 th February 2019 Start of suspension of dealings in KenolKobil Shares to allow for transfer of shares to those shareholders who have accepted the Offer 19 th February 2019 Suspension period ends 11 th March 2019 Offeror declares satisfaction or waiver of all conditions 11 th March 2019 CDSC transfers shares to Offeror's CDS account 11 th March 2019 Announcement of the results of the Offer including date of declaration as to whether the Offer has become unconditional as to acceptances Despatch of payments to shareholders who have accepted the Offer 12 th March 2019 From 11 th March

4 Table of Contents 1. Definitions Letter and Recommendation of the Directors Information on KenolKobil Plc Share Capital Directors Financial Information Principal Shareholders Information pursuant to regulation 9 of the Take-over Regulations Disclosures pursuant to the Third Schedule to the Take-over Regulations Regional acquisitions General Information Consent Governing Law Documents Available for Inspection Appendix I Financial Information for KenolKobil as at 31 st December Appendix II Independent Advisors Circular 3

5 1. Definitions The following definitions apply throughout this Circular, unless the context requires otherwise. "CDS" means the central depository system operated by the Central Depository and Settlement Corporation Limited. "CDS Account" means the securities account in the name of a shareholder of KenolKobil at the CDS recording the number of Shares held by such shareholder. "CDSC" the Central Depository and Settlement Corporation Limited, the Kenyan company licensed by the CMA that owns and manages the CDS. "Circular" means this Shareholders Circular. "CMA" means the Capital Markets Authority of Kenya, established under the Capital Markets Act (chapter 485A of the Laws of Kenya). "Companies Act" means the Companies Act, 2015 (Laws of Kenya). "Directors" or "Board" means the persons named in this Circular as directors of KenolKobil. "KenolKobil" or "Company" means KenolKobil Plc, a public limited liability company incorporated in the Republic of Kenya under company number C.6/59. "KenolKobil ESOP" means the KenolKobil Group Employee Share Ownership Plan, established by a trust deed dated 22 nd August 2003, as amended. "KES" means Kenya Shillings. "Notice of Intention" the notice of intention dated 24 th October 2018, served on the Board by Rubis Énergie. "NSE" means the Nairobi Securities Exchange. "Offer" means the Rubis Énergie Offer. "Offeror" means Rubis Énergie. "Offer Document" means the Rubis Énergie Offer Document. "Offer Price" means the purchase price offered by Rubis Énergie of KES 23 per Share. "Rubis Énergie" means Rubis Énergie S.A.S, a corporation organised and existing under the Laws of France, registered number "Rubis Énergie Offer" means the cash offer being made by Rubis Énergie to purchase all of the Shares other than those already owned by Rubis Énergie. "Rubis Énergie Offer Document" means the Offer Document dated 20 th December 2018 issued by Rubis Énergie. "Rubis Group" means Rubis S.C.A and its subsidiaries and affiliates. 4

6 "Rubis S.C.A" means Rubis S.C.A, a partnership limited by shares (société en commandite par actions) organized and existing under the Laws of France (registered number ). "Record Date" means 5pm on 19 th December "Shareholders" means the shareholders of KenolKobil as at the Record Date who are the recipients of the Offer. "Shares" means the issued ordinary shares of KES 0.05 in KenolKobil. "SIB" means Standard Investment Bank Limited, the independent financial advisor appointed by the Board. "Take-over Regulations" means the Capital Markets (Take-overs and Mergers) Regulations,

7 2. Letter and Recommendation of the Directors To: All shareholders of KenolKobil Date: 7 th January 2018 Dear Shareholder Offer by Rubis Énergie to acquire all the shares in KenolKobil Rubis Énergie has made a take-over offer in accordance with the Take-over Regulations to purchase 1,182,968,076 ordinary shares of KES 0.05 each in KenolKobil for KES 23 per Share, representing approximately 76.28% of the total issued share capital of KenolKobil and being all of the voting shares in KenolKobil other than the 367,793,124 Shares already owned by Rubis Énergie in cash and upon the terms set out in the Rubis Énergie Offer Document. The Offer will be open for acceptance from 9.00 a.m. on 20 th December 2018 until 5.00 p.m. on 18 th February 2019 (the "Closing Date"). The Closing Date may be extended in accordance with the terms of the Offer Document. The Offer is subject to the fulfilment of the conditions specified in the Offer Document and is subject to there having been no material change in the condition, financial or otherwise, or in the earnings, business, prospects or operations of KenolKobil or the Shares, or any development, circumstance, ongoing occurrence or event which is likely to result in such a change, and which is fundamental to the willingness of Rubis Énergie to proceed with the investment on the terms contemplated by the Offer. The Directors of KenolKobil have no reason to believe, as at the date of this Circular, that any such change has occurred or is imminent. The specific conditions which are applicable to the Rubis Énergie Offer include fulfilment (or waiver at the sole discretion of Rubis Énergie where appropriate) of, inter alia, the following conditions by no later than the Closing Date as may be set out in the Offer Document: (a) (b) (c) (d) approvals in terms acceptable to Rubis Énergie of the transaction contemplated herein by the Competition Authority of Kenya (obtained on 7 th December 2018), the COMESA Competition Commission (obtained on 7 th December 2018), the Energy Regulatory Commission and any other relevant regulator as applicable in the various jurisdictions in which KenolKobil and its subsidiaries operate; the Board of KenolKobil recommending acceptance of the Offer to the shareholders of KenolKobil; such number of acceptances having been received from KenolKobil shareholders that would bring Rubis Énergie's aggregate shareholding in KenolKobil to at least 50%+1 share; no governmental, revenue collection or regulatory body having decided to take any action or proceedings or make an investigation that might: (i) make the acquisition of ordinary shares of KenolKobil pursuant to the Offer void or illegal; 6

8 (ii) impose any restriction on the ability of KenolKobil to carry on its business as the same was carried on prior to the date of the Notice of Intention; or (iii) otherwise materially affect the business profits or prospects of KenolKobil or Rubis Énergie; (e) (f) (g) no material litigation or other legal proceedings having been commenced against KenolKobil or any of its subsidiaries and no order being given by a court or authority to prevent or restrict the transfer of any ordinary shares in KenolKobil under the Offer; there having been no material change in the condition, financial or otherwise, or in the earnings, business, prospects or operations of KenolKobil or the Offer Shares, or any development, circumstance, ongoing occurrence or event which is likely to result in such a change, and which is fundamental to the willingness of Rubis Énergie to proceed with the investment on the terms contemplated by the Offer; and the Offer having been completed by 5.00 p.m. on 30 th July 2019, unless such date is extended by Rubis Énergie, with the approval of the CMA. Pursuant to the requirements of the Take-over Regulations, the Directors appointed an independent financial advisor, SIB, to prepare a circular containing the information required under the Take-over Regulations. The circular prepared by SIB (the "Independent Advisors Circular") will be sent to Shareholders with this Circular. The Independent Advisors Circular contains information which Shareholders would reasonably require or expect to be informed about, in an independent advice or for the purpose of making an informed assessment as to the merits of accepting or rejecting the Offer and the extent of the risks involved in such action. Based on, among others, its assessment of the value of the Company, the accounting and financial information of the Company and assumptions on the current economic and regulatory environment, SIB has expressed the view in the Independent Advisors Circular that the cash offer price made by Rubis Énergie of KES 23 per issued ordinary share of KenolKobil is fair and reasonable. In view of the ongoing Offer process, the Board of KenolKobil has made no recommendation for a final dividend in respect of the year ending 31 st December 2018 other than the interim dividend of thirty six cents per share declared by KenolKobil on 1 st August If the Offer does not proceed, or is likely to be seriously delayed or is concluded leaving a substantial body of minority shareholders, it would be the intention of the Board to declare a final dividend which would be commensurate with prior practice. In this regard, the Board observes that under the terms of the Offer, if KenolKobil declares and pays a dividend to its shareholders after 20 th December 2018 and before the completion of the Offer, then Rubis Énergie will deduct (and retain) such amount of the gross dividend per Share paid to Shareholders from the Offer Price payable to Shareholders who accept the Offer. Directors' Recommendation The Directors, pursuant to their obligations under the Take-over Regulations and having considered the advice provided by SIB, confirm that they are of the view that the Offer is reasonable and recommend that the Shareholders should accept the Offer. 7

9 The decision to accept the Offer should be made by each Shareholder by reference to his or her own investment objectives. Shareholders are urged to consult their tax, legal and/or financial advisers regarding the consequences of accepting the Offer. By order of the Board: Mr. James Mathenge Chairman Mr. Daniel Ndonye Director 8

10 3. Information on KenolKobil 3.1 Share Capital The share capital of KenolKobil is KES 100,000,000 divided into 2,000,000,000 Shares, out of which 1,550,761,200 Shares have been issued. The share capital of KenolKobil is not divided into different classes of shares and all of its ordinary shares carry equal rights. 3.2 Directors At the date of this Circular, the Directors and their respective shareholdings are as follows: Director Position Shares held James Mathenge Non-Executive Chairman Nil Daniel Ndonye Non-Executive Director Nil David Ohana Executive Group Managing Director 88,000,000 units held through the KenolKobil ESOP Elisabeth Klem Non-Executive Director Nil Ashwini Bhandari Non-Executive Director Nil 3.3 Financial Information A summary of financial information for KenolKobil as at 31 st December 2017 is set out in Appendix I to this Circular. 3.4 Principal Shareholders The five largest shareholders of KenolKobil as at the Record Date were: Shareholder Shares held Shareholding % Rubis Énergie 367,793, % Petro Holdings Limited 127,609, % KenolKobil ESOP 88,000, % Standard Chartered Nominee Account KE14861 Aunali Fidahussein Rajabali and Sajjad Fidahussein Rajabali 87,407, % 84,100, % 9

11 3.5 Information pursuant to regulation 9(4) of the Take-Over Regulations In relation to the Rubis Énergie Offer: (a) (b) (c) (d) (e) Rubis Énergie has confirmed that it intends to continue carrying on the business of KenolKobil which will be operated as a trading subsidiary carrying on the Kenyan operations of the Rubis Group. Rubis Énergie has indicated that it has no plans to introduce major changes to the business of KenolKobil arising directly from the Offer. Rubis Énergie has also indicated that it has no plans to liquidate KenolKobil, sell its assets, re-deploy its assets or otherwise effect any other major change in the operations of KenolKobil. The Rubis Énergie stated long-term justification for the Rubis Énergie Offer is that Rubis Group sees the Offer as an opportunity to make KenolKobil an integral part of the Rubis Énergie Distribution division and, hence, extend Rubis Group's operations into East Africa. Rubis Énergie has confirmed that the board of directors of KenolKobil will be constituted in a manner consistent with the operation of KenolKobil as a subsidiary of Rubis Énergie. No significant changes to management and employees of KenolKobil are expected to be made as a direct result of the Rubis Énergie Offer. As indicated and for the reasons given in the letter to Shareholders (see 2 above), the Board consider the Rubis Énergie Offer to be reasonable. No profit forecasts have been included by Rubis Énergie in the Rubis Énergie Offer Document. 3.6 Disclosures pursuant to the Third Schedule to the Take-Over Regulations The Directors confirm the following: (a) Save as set out in paragraph 3.2 above, there are no marketable securities in KenolKobil held by or on behalf of any Director. (b) The present intention of each of the Directors who hold Shares as described in paragraph 3.2 above is to accept the Rubis Énergie Offer. (c) (d) As disclosed in the Rubis Énergie Offer Document, Rubis Énergie's nominal share capital amounts to Euro three hundred and thirty-five million (EUR 335,000,000) divided into 13,400,000 shares of twenty-five Euro (EUR 25) each, fully paid up. Rubis Énergie is a wholly owned subsidiary of Rubis S.C.A. Rubis S.C.A. is listed on Euronext Paris, compartment A under ISIN code: FR Rubis S.C.A's shares form part of the SBF 120 Index. The shareholding of Rubis S.C.A. is diverse and spread across a wide range of investors. No marketable securities of Rubis Énergie are held by, or on behalf of, any Director. As disclosed in the Rubis Énergie Offer Document, by an undertaking dated 24 th October 2018 to Rubis Énergie, David Ohana undertook to Rubis Énergie that he will (a) exercise his options, pursuant to which the KenolKobil ESOP will allot to him 88,000,000 units in the KenolKobil ESOP; and (b) redeem such units and instruct the trustees of the KenolKobil ESOP to sell the underlying 88,000,000 Shares to Rubis Énergie by accepting the Offer. Save 10

12 as disclosed above, no other payment or other benefit is proposed to be made or to be given to any director of KenolKobil or of any other company related to it in connection with the Offer as consideration, or otherwise. Rubis Énergie has also received an irrevocable undertaking from Tasmin Limited to accept the Offer as it relates to the shares it holds in the Company, further particulars of which are set out in the Offer Document. (e) (f) (g) Except as stated in the previous paragraph, no other agreement or arrangement has been made between any Director or KenolKobil and any other person in connection with, or conditional upon, the outcome of the Offer. Save as disclosed, no Director has any direct or indirect interest in any contract entered into by the Offeror. There has been no material change in the financial position of KenolKobil since 30 th May 2018, being the date of the last balance sheet which was presented at KenolKobil's last annual general meeting. 3.7 Regional acquisitions As previously announced, the Company, through its wholly owned subsidiaries, Kobil Uganda Limited and Kobil Petroleum Rwanda Limited, has agreed terms to acquire up to 33 retail outlets (service stations) from each of Delta Petroleum Uganda Limited and Delta Petroleum Rwanda Limited, respectively and by way of an asset sale. These acquisitions are expected to contribute to the group top and bottom lines and are in line with the Board's growth strategy through organic and inorganic retail network expansion. The acquisitions are subject to applicable legal and regulatory approvals. 4. General Information 4.1 Consent SIB has given and not withdrawn its consent to the issue of this Circular and the inclusion of its report and name and the references thereto, in the form and context in which they appear. 4.2 Governing Law This Circular is governed by, and shall be construed in accordance with, Kenyan law. 4.3 Documents Available for Inspection Copies of the following documents will be available for inspection free of charge, at the registered office of KenolKobil at Avenue 5 Building, Rose Avenue (off Lenana road), 5 th Floor, Nairobi: (a) (b) The Offer Document. The audited financial statements of KenolKobil for the financial year ended 31 st December

13 (c) (d) (e) (f) The circular prepared by SIB addressed to the Directors dated 21 st December 2018 (the Independent Advisors Circular). The approval by the CMA relating to the Offer Document. The approval by the CMA relating to this Circular. The consent referred to in paragraph 4.1 above. 12

14 Appendix I - Financial Information on KenolKobil KenolKobil prepares its financial statements to 31 st December each year in accordance with International Financial Reporting Standards (IFRS). These financial statements have been subject to audit. The sections below set out extracts from KenolKobil's audited financial statements for the two financial periods to 31 st December 2016 and 31 st December KENOLKOBIL PLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER Shs'000 Shs'000 EQUITY Share capital 73,588 73,588 Share premium 5,166,350 5,166,350 Retained earnings 6,900,171 5,318,524 Other reserves (1,366,802) (1,134,839) Proposed dividends 441, ,528 Total equity 11,214,835 9,865,151 Non-current liabilities Deferred tax liabilities 271, ,929 Borrowings - 36,325 Total non-current liabilities 271, ,254 Current liabilities Payables and accrued expenses 5,087,474 6,393,652 Current income tax 180, ,288 Borrowings 7,304,920 7,330,234 Dividends payable 40,671 32,126 Total current liabilities 12,613,183 14,024,300 13

15 TOTAL EQUITY AND LIABILITIES 24,099,030 24,201,705 ======== ======== ASSETS Non-current assets Property, plant and equipment 3,966,894 3,887,525 Prepaid operating lease rentals 839, ,704 Intangible assets 926, ,769 Deferred tax assets 188, ,840 Available for sale investment - 2,235 Investment in associate 9,100 4,412 Total non-current assets 5,931,196 6,564,485 Current assets Inventories 6,914,376 5,828,398 Trade receivables and prepayments 8,718,072 7,773,875 Current income tax 59, ,615 Cash and cash equivalents 2,476,247 3,886,332 Total current assets 18,167,834 17,637,220 TOTAL ASSETS 24,099,030 24,201,705 ========= ========= 14

16 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Shs'000 Shs'000 Sales 158,710, ,493,925 Cost of sales (150,798,637) (96,110,370) Gross profit 7,911,548 7,383,555 Other income 582, ,353 Administrative and operating costs (4,053,066) (3,451,163) Impairment provision for KPRL yield shift receivable (570,212) (600,000) Finance costs (388,150) (352,165) Finance income 192,967 92,461 Share of profit in associate 4,824 1,215 Profit before income tax 3,680,466 3,538,256 Income tax expense (1,215,763) (1,125,049) PROFIT FOR THE YEAR 2,464,703 2,413,207 Attributable to: Equity holders of the Company 2,464,703 2,413,207 15

17 STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER Shs'000 Shs'000 Profit for the year 2,464,703 2,413,207 Other comprehensive loss: Items that may be subsequently reclassified to profit or loss Currency translation differences (231,963) (128,842) Other comprehensive loss for the year (231,963) (128,842) TOTAL COMPREHENSIVE INCOME FOR THE YEAR 2,232,740 2,284,365 ======== ========= Attributable to: Equity Holders of the company 2,232,740 2,284,365 ======== ======== 16

18 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Group Share capital Share Premium Other reserves Retained earnings Proposed dividends Total equity Shs'000 Shs'000 Shs'000 Shs'000 Shs'000 Shs'000 Year ended 31 December 2016 Balance at 1 January ,588 5,166,350 (619,849) 3,567, ,940 8,555,639 Profit for the year ,413,207-2,413,207 Other comprehensive loss: Currency translation differences - - (128,842) - - (128,842) Total comprehensive (loss)/income - - (128,842) 2,413,207-2,284,365 Movement in ESOP reserve - - (386,148) - - (386,148) Dividend paid for (367,940) (367,940) Interim dividend paid for (220,765) - (220,765) Final proposed dividend for (441,528) 441,528 - Total transactions with owners - - (386,148) (662,293) 73,588 (974,853) Balance at 31 December ,588 5,166,350 (1,134,839) 5,318, ,528 9,865,151 ======= ======= ======= ======= ======== ======== 17

19 Year ended 31 December 2017 Balance at 1 January ,588 5,166,350 (1,134,839) 5,318, ,528 9,865,151 Profit for the year ,464,703-2,464,703 Other comprehensive loss: Currency translation differences - - (231,963) - - (231,963) Total comprehensive (loss)/income - - (231,963) 2,464,703-2,232,740 Transactions with owners: Dividend paid for (441,528) (441,528) Interim dividend paid for (441,528) - (441,528) Final proposed dividend for (441,528) 441,528 - Total transactions with owners (883,056) - (883,056) Balance at 31 December ,588 5,166,350 (1,366,802) 6,900, ,528 11,214,835 ======= ======= ======== ======= ======== ======== 18

20 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER Consolidated Shs'000 Shs'000 Cash flows from operating activities Cash generated from/(used in) operations 1,431,058 3,086,964 Interest received 192,967 92,461 Interest paid (340,703) (354,690) Income tax paid (570,383) (314,477) Net cash generated from/(used in) operating activities 712,939 2,510,258 Cash flows from investing activities Prepayment for operating lease rentals (667,021) (645,688) Purchases of property, plant and equipment (470,801) (586,064) Purchases of intangible asset (47,214) (83,159) Proceeds from government bond maturity 2,235 - Proceeds on disposal of property, plant and equipment 41,248 30,688 Net cash used in from investing activities (1,141,553) (1,284,223) Cash flows from financing activities Receipts from borrowings 93,434,111 54,646,689 Repayments of borrowings (93,495,750) (51,942,561) Dividends paid (859,888) (579,557) 19

21 Net cash (used in)/generated from financing activities (921,527) 2,124,571 Net (decrease)/increase in cash and cash equivalents (1,350,141) 3,350,606 Cash and cash equivalents at beginning of the year 3,886, ,095 Effects of exchange rate changes on balance of cash held in foreign currencies (59,944) (226,369) Cash and cash equivalents at end of the year 2,476,247 3,886,332 ======== ======== 20

22 APPENDIX II

23 We, Standard Investment Bank Limited ( SIB ), are delighted to Approval has been obtained from the Capital Markets Authority (the CMA ) Independent Adviser s Circular Page 2 of 28

24 Board of Directors of KenolKobil Plc ( KenolKobil ) retained Standard Investm SIB s Page 3 of 28

25 Page 4 of 28

26 Page 5 of 28

27 lc ( KenolKobil or the Company ) is listed on the The Company s per share ( share or Share ). The Shares are fully paid (the Rubis Offer ) subject of the Offer, and Rubis Énergie s aggregate shareholding in KenolKobil amounts t ( SIB or Independent Financial Advisor ) Page 6 of 28

28 Review of the Group s business operating environment: roup s inania nasis: Review of inania roetions: auation of enoobi airness pinion isosures Information and Statements required in an Independent Advisor s Circular Page 7 of 28

29 Page 8 of 28

30 Page 9 of 28

31 Page 10 of 28

32 Page 11 of 28

33 Page 12 of 28

34 Page 13 of 28

35 the government s ability to secure additional funds which could lead to some fiscal tightening Page 14 of 28

36 Page 15 of 28

37 increase the group s volume. Page 16 of 28

38 s projected Page 17 of 28

39 Page 18 of 28

40 investor s point of view and calculated the Present Value of cumulative future free cash flows and the Risk free rate 12.0% Beta 0.87 Cost of equity 18.1% Cost of debt 14.0% Tax rate (%) 30.0% After tax cost of debt 9.8% Gearing 9% WACC 17.4% % 17.0% 17.2% 17.4% 17.6% 17.8% 18.0% Page 19 of 28

41 of the market value of all claims against a company s assets, including claims by equity holders and s 3.0x. Page 20 of 28

42 s 3.4x. s 0.4x Page 21 of 28

43 Offer Price (KES/share) Premium/(Discount) % to NAV 86.5% Current price (KES/share) Premium/(Discount) % to NAV 54.0% Price Before Announcement Premium/(Discount) % to NAV 21.6% Page 22 of 28

44 Page 23 of 28

45 of Directors of KenolKobil and its shareholders, the Capital Markets Authority of Kenya ( CMA ) and the Nairobi Securities Exchange ( NSE ) in connection with the acquisition of shares of KenolK Rubis, and hence may not be reproduced or used for any other purposes without SIB s prior written to us by KenolKobil s management or publicly published by KenolKobil up to the date of this report. Page 24 of 28

46 Page 25 of 28

47 Information and Statements required in an Independent Advisor s Circular Group s trademarks. Rubis Group has chosen to structure its operations in a decentralized manner, Adopting Rubis Group s development strategy may, potentially, include KenolKobil adopting an increased level of capital investment that may impact KenolKobil s capacity to maintain its current ext few years but with the aim of improving KenolKobil s operating Group s operations into East Africa Community states KenolKobil and procure that KenolKobil adopts Rubis Group s financial and operating policies as a Page 26 of 28

48 (KShs 000) Page 27 of 28

49 Page 28 of 28

50 KenolKobil Plc 5 th Floor, Avenue 5 Building Rose Avenue, Off Lenana Road, Kilimani P.O. Box or GPO, Nairobi, Kenya Tel: