Below is a term sheet of a sale of a strategic 35% sale of a private limited liability company, which is profitable and highly liquid for a decent price, which does not take into account the option’s it has to develop its land holdings, make extensive use of its sugar importers licence from the Kenya Sugar Board. It would be ideal for a foreign investor who wants to get into the Kenya logistic and/or commodity
importation business or a local investor who would like to integrate it into
their existing business or an investor who wants to make it into a property
play, with great revenue streams – cash flows from existing business
clearing and forwarding and long distance transportation, within the East and Central African region.
Term Sheet Sale of Strategic 35% Shareholding by Karim Amirali Dharamshi in Inland Africa Logistics Limited
This term sheet (the “Term Sheet”) sets out the principal terms and
conditions on which, the new shareholder would be willing to start the
negotiation for purchase of the strategic 35% shareholding held by Karim
Amirali Dharamshi, in Inland Africa Limited (the “Company”), subject to
agreement and signing by all relevant parties of a detailed and legally
binding sale purchase agreement.
The value of the shares amount to Kshs 110 million or USD 1.1 million.
The payment terms to Karim Amirali Dharamshi are as follows
• On signing of sale purchase agreement refundable 10% of agreed price
• 90% of the agreed price within 30 days of signing of the sale
purchase agreement, within which the due diligence, if required should be completed and the share transfer process be commenced with the Company Registry .
NB: After payment of the down payment, , a due diligence on the company and its wholly owned subsidiary can be carried out by the potential incoming shareholder. These terms are not exhaustive.
The 5% capital gains tax on this transaction will be borne by Karim Amirali
Any other costs like legal fees, professional fees for due diligence, any applicable stamp duty on share transfer will be payable by the incoming shareholder. Financial statements can be availed to potential buyers on signing a non-disclosure agreement. The valuation report is attached below.
Inland Africa Limited, is a private limited company incorporated in Kenya
with company registration number C119318 and registered office address at
Plot No. 1066, New Canon Towers, Moi Avenue, P.O. Box 3457-80100, Mombasa,
Kenya. Kenya Revenue Authority PIN P051176602S
Current Shareholders and Shareholding percentage
Mrs. Zainab Diwan 35%
Mr Roy Mwanthi 30%
Mr Karim Dharamshi 35%
The share capital is Kshs 20 million divided into 200,000 ordinary shares of
Kshs 100 each.
Capital Structure and Financing
Its retained earnings as at 31st December 2020, was as per its audited
financial statements was approximately Kshs 131 million which is
distributable to the shareholders. During the year ended 31st December 2020,
the company made an after tax profit of over Kshs 10 million , and after
payment of a bonus of Kshs 20 million to the directors, who are also its
shareholders, in proportion of their shareholding.
As at 31st December 2020, shareholders’ loans to the company amounted to
over Kshs 68 million out of which approximately Kshs 25 million is due to Mr
Karim Amirali Dharamshi, this will be withdrawn on exit and replaced by the incoming shareholder. The company has no external borrowings. Cash & Cash equivalents amount to around Kshs 85 million.
Description of the Company and group
The principal activity is that of a diversified, clearing and forwarding
company, long distance transport company (through a wholly owned subsidiary
Masai Carriers Limited. Which owns a fleet of vehicles). The company has
also entered into commodity trading (holding a licence to import sugar from
the Kenya Sugar Board) and investment property holding company by owning a
couple of plots on the Mombasa-Nairobi highway, and a vacant plot on
Mombasa-Malindi road in the vicinity of the Somak and/or Pollman’s building,
which can be developed into high end residential apartment for sale.
The company has links throughout the East and central African region, which
is controlled from its head office in Mombasa. It also has an office in
Nairobi and intends to open an office in Naivasha soon.
Timing The proposed closing date is 30th June, 2021, but can be closed
earlier, should a suitable offer be accepted.
Reason for sale: Prospective migration
Enquiries for more information, making an offer should be directed the contacts below. Contacts: Ally Amirali Dharamshi, FCCA, Financial Controller, Inland Africa
Logistics Limited (he will exit the company on completion of the
transaction) Cell 254 0722 827532 Email firstname.lastname@example.org .
Karim Amirali Dharamshi, Cell 254 0722 797193, email@example.com.