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Before You Pitch That Idea, Understand Valuations: How To Read An Investment Term Sheet

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A term sheet in simple terms is the agreement an organization gets from investors while seeking funding. In this booklet, the investors discuss their interest and what they are bringing to the table. The owner of the company must be keen to clearly understand what the investors are after to avoid settling for a raw deal.

As we all know not all help is purely for the advancement of the company’s vision. Thereby, it is advisable in case someone does not clearly understand the terms in a term sheet to ask for guidance from a legal officer who will explain details clearly.

As explained earlier, the term sheet has different terms used to refer to assets in an organization. Investors are mainly attracted to a company because of its assets. In a term sheet, the word valuation means the value of the company in general. It is the net worth of the company.

There two types of valuation done while seeking funding. The valuation before an investor funds an organization is called pre-money. Pre-money means the company’s value has not changed its valuation. Post-money is the value of the business after funding. That means that the value of a business increases when investors invest in it. Below is a description.

If the pre-money value of a business is Ksh. 20 million and the post-money value is Ksh.25 million, this shows that the investors have invested Ksh. 5 million into the company. In percentage, the investors own 20 percent of the shares the company has.

The key element in this part is understanding that the higher the pre-money value of a company as compared to the post-money value; the higher the percentage stock ownership of the company the founders get to keep.

If the investors get the higher share they get power to make high-impact decisions to the company which can either build or destroy the company. Hence while reading the valuations of the company an individual should manage to understand the value of the company he is in charge of even after funding.

Another crucial part to look into is the cost of each share while seeking funding. The cost of a share that the founders buy and the cost per share that investors buy should differ. This is an area that has conflict of interest since both parties are looking out for their benefits.

There should be an agreement drawn for the cost of each share that will resolve the issue in a just manner that does not favor either the investors or the founders.
The board should have people who are representing each group’s interest with the group that has the highest shares represented fully. The representation should be done fairly so that there is fair representation of interests.

Also, there should be an agreement on the cost of a pre-investment share and the post-investment share. In that, the company agrees on the cost per share after the investor has pumped in some money in the company.

Since the valuation of the company has gone higher, the shares will of course become expensive thus there should be an agreement on how the profits should be shared and the costing of each share for the parties interested in buying.

A founder should check out on terms and conditions of the investors shares. If the shares belonging to investors are open for sale or not. This is so as some investors lock their shares even when other investors are ready to invest in the company.

On the issue of who gets paid first, the founder should have an agreement with the investors since some investors choose preferred shares that empower them to always get paid first despite the risks posed to the company. The dividends should as well be clearly stated the rate at which they are awarded.

Some investors can seek to get dividends even while it is an expense to the company. Therefore, it is advisable for a founder to understand that part as well. There is always a pool of share set aside in case a company runs bankrupt it acts as the insulation for the employees. These shares should be indicated who or how they are going to be arrived at.

Generally, a term sheet is not always good news for the company seeking funding. A founder who is seeking funding should have knowledge in all areas in regard to funding that can make him have losses rather than profits. If one is not conversant with the information on funding as stated earlier, it is safe to seek legal help to avoid financial losses. However, people who are ready to champion the growth of any organization under acceptable terms are a perfect opportunity for any company to blossom and reach its full potential.

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Business

Uber Acquires Careem Networks At $3.1 Billion

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The announcement by Uber Technologies Inc. about their plans to acquire Careem Networks has materialized. Uber and Careem have reached an agreement for Uber to acquire Careem for $3.1 billion, consisting of $1.7 billion in convertible notes and $1.4 billion in cash. The acquisition of Careem is subject to applicable regulatory approvals. The transaction is expected to come to a close in Q1 2020.

Uber will acquire all of Careem’s mobility, delivery, and payments businesses across the greater Middle East region, ranging from Morocco to Pakistan, with major markets including Egypt, Jordan, Pakistan, Saudi Arabia, and the United Arab Emirates.

Upon closing, Careem will become a wholly-owned subsidiary of Uber, preserving its brand. Careem co-founder and CEO Mudassir Sheikha will lead the Careem business, which will report to its own board made up of three representatives from Uber and two representatives from Careem. Careem and Uber will operate their respective regional services and independent brands.

The shareholders in Careem who include the investment firm of Saudi Prince Alwaleed bin Talal and the Japanese e-commerce company Rakuten Inc have been instructed to agree to the terms of the transaction as soon as possible so that the deal can also be announced soon. The spokesman for Uber Matt Kallman chose not to comment and the spokesman for Careem was unavailable to share his input concerning the same.

Uber’s planned acquisition of Careem comes ahead of its imminent initial public offering, which could be one of the New York Stock Exchange’s biggest-ever listings. Uber is expected to publicly file for an IPO in April, kicking off a listing that could value the company at as much as $120 billion, people familiar with the plans have said previously.

The acquisition will come as a welcome boost for the Middle East’s nascent technology startup market and follows Amazon.com Inc.’s acquisition of Dubai-based online retailer Souq.com for $580 million in 2017. With Arab governments seeking to diversify their oil-based economies, young and tech-savvy entrepreneurs are starting new businesses and getting investors to back them.

The value of Careem was estimated to be around $i billion towards the end of 2016 making it one of the most valuable technology startups in the middle east as per that time. Its backers also include STV, the venture capital fund launched by Saudi Telecom. Co., Al Tayyar Travel Group Holding Co., and Daimler AG.

The greater Middle East region is already seeing the economic and social benefits of rapid technology adoption and improved access to transportation. This transaction supports the collective ability of Careem and Uber to improve the region’s transportation infrastructure at scale and offer diverse mobility, delivery and payment options. It will speed up the delivery of digital services to people in the region through the development of a consumer-facing super-app that offers services such as Careem’s digital payment platform (Careem Pay) and last-mile delivery (Careem NOW).

This transaction brings together Uber’s global leadership and technical expertise with Careem’s regional technology infrastructure and proven ability to develop innovative local solutions. Both companies believe it will provide an opportunity to expand the variety and reliability of services offered, at a broader range of price points to serve more consumers. Similarly, for drivers and captains, the companies believe an increase in trip growth and improved services could provide better work opportunities as well as higher and more predictable earnings through greater utilisation of drivers’ time on the road.

 

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How Africa Can Compete in the era of Anti-globalization

Darshan Chandaria

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If there is one thing, we can be certain of in this day and age, its uncertainty. The rise of populism in the recent past came as a surprise to many with the phenomenon manifesting in two highly politicized events in 2016; those being Brexit in Britain and the election of Donald Trump in America. The world was taken aback by the heated arguments that ensued and resulted in two unlikely outcomes.

The top issues on the table in 2016 were immigration and the loss of national identity. This is quite understandable because people are worried about their jobs, wages, and the erosion of their culture and are seeking an alternative to what is the consequence of globalization.

During the second half of the 20th Century, world leaders were confronted with the challenge to discover new tools that would govern the global economy, environment and changing circumstances of modern life. Thus, began the process of reconstruction from the previous nation-state to an internationalized structure. Consequently, economic, political, cultural, legal and other aspects of society were forced to adapt to the realities of globalization. Essentially, this meant the elimination and weakening of various regulatory functions; free movement of people from country-to-country and the formation of trading blocks, all with the aim of global thinking and doing business freely.

The seeds of the anti-globalization movement became evident in 1999 when riots broke out during the World Trade Organization (WTO) summit in Seattle. The riots were led by an enraged group of opponents of international trade and the anti-globalization arguments; brought about by the institutionalization of the global financial system through institutions like the World Bank, International Monetary Fund and the like. We must appreciate though, that anti-globalization has transformed into a more polarized movement from the days of the WTO Seattle riots. Anti-globalization has leaders questioning the unification of the world versus a nationalistic approach to global relations. What does this mean for Africa?

Protectionist Policies

Let me begin by citing an example of a recent move made by President Trump and the impact it has on Africa. Trump made a number of promises during the elections and one of them was an end to the Trans Pacific Partnership (TPP). He argued that the TPP agreement would have cost American’s their jobs and livelihood.

Prior to the formation of the TPP, the African Growth and Opportunity Act (AGOA) had been in place since the year 2000, and was renewed for another 10 years in 2015, by President Obama.

AGOA enables African companies in the textile industry to export their finished products to the US market duty- free. The fact that it allows for 3rd party sourcing of fabric and still allows exportation to the US duty-free made it even more appealing to nations like Kenya, Ethiopia, Lesotho, Mauritius and Madagascar that already have vibrant textile industries.

The TPP was going to offer the same opportunity to a hand full of Asian countries and Africa would have faced stiff competition from these markets. Sourcing fabric from 3rd parities would have resulted in long lead times, less value addition and the loss of opportunity in the American market for African manufacturers.

Asian products are preferable because they have more control over the factors of production, with more value addition than we do here in Africa. The reality of that matter is if Africa doesn’t improve in value addition in our products, we risk losing opportunities in the long run. In a sense this has bought Africa some time.

Many multinational companies are grappling with the future of business where nations are adopting more protectionist policies. This era calls for strategic thinking more than ever and high-level intelligence in order to identify emerging trends. In summary, business leaders need to adapt their operations to meet the challenges ahead in order to build robust businesses. Negotiation will be an important skill going forward and it will have to be up close and personal. This calls for an appreciation of people from different cultures and respect of the value systems they deem fundamental to their way of life. Back to the example I cited on the implications of the end of the TPP on Africa; protectionist policies are going to be a way of life in the business climate. Africa has a lot of work to do if we are going to compete globally any time soon.

As we move into a more self-regularized and protectionist business climate, Africa needs to reposition itself to offer tangible value to our trading partners. In order for us to attract investors we need to put regulations in place such as frameworks for trade that will integrate industries and assets to serve the goals of policy, in an efficient and cost-effective manner. Another aspect that needs improvement is the ability for people to understand the African business climate better. Kenya has been at the forefront in improving the ease of doing business index, however, more indices are required that show how the trade is expected to perform and other methods that enable investors to assess risks. Finally, we need to encourage more international cooperation through mutually beneficial partnerships with a long-term view that grows economies and ensure that growth is felt at the grassroots level – can we improve the lives of every African? This essentially means that Africa must develop long term plans dedicated to the development of its people.

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Is Everyone A Thief Waiting for the Opportunity?

Henry Ozianyi

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The employees and security personnel of a cash transportation company colluded to run away with cash on their way from the client’s office to the bank. However, one of them tipped the police with the view that the police should chase and shoot all the others and share the loot with him. Unfortunately, during the chase, he was one of those shot. The police were unable to stop the escape and three robbers successfully ran away with the money.

One of the robbers was apprehended and after interrogation, he revealed that the money was to be buried in some desolate piece of land belonging to a very old man. The commanding officer sent his best men, with the instruction to recover that money and bring it back for them to share at the police station.

When they got to the Old man’s home, they asked him where the money was and he said he had no idea. But he referred them to a nearby forest where he said he had spotted some digging activity. “Maybe the money you are looking for was being buried there,” said the old man. He requested that if they find the cash, they should at least consider sharing with him for he has helped them. They walked away, wondering why such an old man could be so timid to request for a share of the money.

In the forest, they found three people, sitting and relaxed, playing chess. They immediately pointed guns at them and asked them to show them where the money was. To which they promptly answered they had buried it fifteen feet underground.

The policemen thought of the daunting task of digging fifteen feet and decided it was better to strike a deal with the thieves. “How much money have you buried down there?” One policeman asked. “80 million shillings”. A thief responded. “Ok, you dig it out, we share equally”. The policemen knew they would walk away with a cool 50 million leaving the thieves with 30 million. They would, of course, report back to their senior that the operation was unsuccessful and keep the money.

After one hour of digging, the thieves said they were too hungry to continue with the job and they needed assistance. Two policemen were promptly sent to town to buy food and water, for the whole group. When they got to town, they agreed to additionally buy poison and lace the food so that all the others can die and they share the loot equally.

As the thieves continued to dig, the policemen decided to sit down and play the game of chess. The thieves thought, “there are only three policemen, we can ambush them as they are playing and slay all of them. When the others come back, we shoot them too, and keep the whole loot”.

They slew the three policemen, and waited for the other two to arrive, upon which they shot them. The robbers then took the poisoned food and indulged themselves and also died.

All this while, the old man was watching from his vantage point, and he came and dug five minutes and packed the whole loot in bags and took to his house.

Most governments come to power through a pledge to stop corruption. All oppositions worldwide will always find corruption in the existing government and exploit it to ascend to power. The players in the new government will quickly realize that they can personally gain from the national kitty.

Opportunities will present themselves such as Companies wishing to get contracts offering a huge cut for the government officials, projects whose accounting is not up to scratch and generally loopholes in the system that requires high levels of integrity and morality to overlook or seal, instead of exploiting.

The Moi government was corrupt through Goldenberg etc, the Kibaki government hatched the Anglo-leasing etc and UhuRuto government came to power on the promise to end corruption, however, what we hear now are deafening noises of who has stolen from Dams, NYS, Afya house, Youth fund the list is endless.

In reality, everyone is a thief, waiting for an opportunity to present itself. As stated by the Interior Cabinet Secretary recently, if the society is corrupt, and corruption permeates all sectors of the economy, it is quite difficult to end the vice in a few years. To win the fight, commitment at all levels especially the top level is required and everyone must be involved.

When we embezzle public funds that are meant for projects or completely siphon cash out of our parastatals and government-owned companies, aren’t we leaving our future governments to borrow from foreigners such as Chinese, Europeans, and Americans? When we borrow from these people, aren’t we leaving our future generations at their mercy? Aren’t these foreigners the old man in the story?

Immediately the top involves itself in corruption, it signals a free for all eating culture where there is no one standing on a moral high ground to tell the other it is wrong. The story above illustrates how a system can choke itself to extinction if corruption is not checked.

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